Australian
Forest Industries
4/95
Salmon Street, Port Melbourne,
Victoria,
Australia 3207
April 11,
2008
David R.
Humphrey
Branch
Chief
Division
of Corporation Finance
Mail Stop
3561
Washington,
D.C. 20549
Re: Australian
Forest Industries
Item 4.02 Form 8-K
Filed April 7, 2008
File No. 0-25909
Dear Mr.
Humphrey:
This is
in response to your comment letter of April 8, 2008 to Michael Timms with
respect to the above-referenced filings. The numbered paragraphs
below provide answers and explanations to the corresponding numbered questions
and comments in your letter of April 8, 2008. In addition to
providing you with this letter, Australian Forest Industries (the “Company”)
is:
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simultaneously
filing a current report on form 8-K/A,
and
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providing
you, via Federal Express, with a copy of the current report on
form 8-K/A marked to show changes from the current report on form 8-K that
was filed on April 7, 2008.
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Item 4.02 Non-Reliance on
Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review
1.
Refer to the last paragraph of your disclosure. We note that the
amended Form 10-KSB for the fiscal year ended December 31, 2005, as filed with
us on March 28, 2008, did contain an updated auditors’ report that references
the restated financial statements for the years ended December 31, 2005 and
2004. To the extent that your board of directors or authorized
officers did discuss the restatement matters disclosed in your Item 4.02 Form
8-K with your auditors, Meyler & Company, LLC, in order to enable them to
update their auditors’ report to make reference to the restated financial
statements, please amend the Item 4.02 Form 8-K in its entirety to disclose this
fact. We may have additional comments after review of your
response.
Our
authorized officer has discussed the matters disclosed in our Form 8-K filing of
April 7, 2008 with our independent registered accounting firm, Meyler
& Company, LLC, ("Meyler"), and a letter from them is enclosed
herein. On August 24, 2006, we forwarded to Meyler the comment letter
of August 8, 2006 from the Securities and Exchange Commission (the
“Commission”). On December 8, 2006, we forwarded financial
information to Meyler. During December of 2006, Meyler discussed the
restatement with our Chief Financial Officer and Director and completed
fieldwork in relation to the restatement. The report in connection
with the restated financials for the years ended December 31, 2005 and December
31, 2004 contains a duel date of December 29, 2006, which corresponds to Meyler
completing its fieldwork to prepare restated financial
statements. Meyler has agreed to review the unaudited financial
information to be included in the 2005 quarterly reports that we are
amending.
2.
Please provide the requested written representations as shown
below.
The
Company acknowledges the following:
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the
Company is responsible for the adequacy and accuracy of the disclosure in
the filing;
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staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking action with respect to the filing;
and
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the
Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under federal securities laws of
the United States.
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We hope that the above letter and the
Form 8-K/A satisfactorily address the comments and questions raised in your
letter of April 8, 2008. If you have any additional questions or
comments, please do not hesitate to contact me or the Company’s counsel, William
Rosenstadt (tel. 212-588-0022: email wsr@sovrlaw.com).
Best
regards,
/s/ Michael
Timms
Michael
Timms
Chief
Executive Officer, President
cc: Ms.
Beverly A. Singleton, Staff
Accountant
MEYLER
& COMPANY, LLC
CERTIFIED
PUBLIC ACCOUNTANTS
ONE ARIN
PARK
1715
HIGHWAY 35
MIDDLETOWN,
NJ 07748
April
11, 2008
Office of
the Chief Accountant
Securities
and Exchange Commission
460 Fifth
Street N.W.
Washington,
D.C.
Re:
Australian Forest Industries, Inc.
Commission
File No. 000-25909
Dear
Sirs:
We have
reviewed the 8-K filed by Australian Forest Industries, Inc. relating to Item
4.02 of the form. We wish to advise, that in December 2006, the
financial statements for the year ended December 31, 2005 were restated as
described in the 8-K filed on April 4, 2008. The report contains a
duel date, dated December 29, 2006, which corresponds to our completion of
fieldwork in relation to the restatement. Additionally, the 10-KSB
filed for the year ended December 31, 2006 included the restated comparable
December 31, 2005 financial statements. The firm had discussions
relating to the restatement with the Chief Financial Officer and
Director. He provided copies of additional documentation requested by
the SEC and all matters relating to the restatement were discussed with
him.
We hereby
consent to the filing of this letter as an exhibit to the foregoing report on
Form 8-K.
Very
truly yours,
/s/
Meyler and Company, LLC