Jay J. Hait
ATTORNEY AT LAW
156 Main St.
Hackensack, NJ 07601
Tel: (201) 441-9377 Fax: (201) 441-9370
July 6, 2000
Richard Wulf, Chief
Office of Small Business
Securities & Exchange Commission
450 5th St., N.W. - Room 3112
Washington, D.C., 20549
Re: PPA Technologies, Inc., File No. 333-40001 (the "Company")
Dear Mr. Wulf:
The Company has received a letter from from Buckley
LeChevallier, P.C. (the "Buckley Letter"), a copy of which is appended
hereto, containing allegations made by Albert Mersberg. If the
allegations made in the Buckley Letter are true, not only was there an
unauthorized signature in the registration statement as filed, but the
accuracy of the financials in the registration statement are called
into question as well. Based on these allegations, the Company intends
to undertake an investigation of these matters. Accordingly, in light
of the time required to undertake such an investigation, and in light
of the Commission's June 19, 2000 comment letter to the Company's
registration statement indicating the need for an amendment or
withdrawal, the Company has instructed me to formally withdraw the
registration statement on its behalf, until such time as these issues
can be resolved.
If you have any questions, please contact me at the above
number.
Sincerely,
/s/Jay Hait
Jay Hait
Attorney at Law
Cc: Gerald Sugerman, VP
PPA Technologies, Inc.
<PAGE>
B UCKLEY & LECHEVALLIER, PC
Providing Vision and Solutions
Mark Lindley, Attorney at Law
Five Centerpoint Drive, Suite 250
Lake Oswego, Or 97035
Telephone (503) 620 - 8900
Facsimile (503) 620 - 4878
Web: www.buckley-law.com
Email: [email protected]
June 26, 2000
Board of Directors
PPA Technologies. Inc.
163 South Street
Hackensack, New Jersey 07601
Roger L Fidler
Gerald Sugerman
163 South Street
Hackensack, New Jersey 07601
Jay Hait
Attorney at Law
130 William Street, Suite 807
New York NY 10038
Thomas P. Monahan
Certified Public Accountant
208 Lexington Avenue
Paterson, New Jersey 07502
Kenneth Jerome & Company Inc.
P O Box 38
147 Columbia Turnpike No. 107
Florham Park, New Jersey 07932
Re: PPA Technologies Inc
This firm represents the interests of Pacific Financial Funding, Inc. ("PFF")
which holds a financial interest in Blue Ridge Technologies, Inc. ("Blue
Ridge"). Al Mersberg is a Director of Blue Ridge. Mr. Mersberg is a former
Director of PPA Technologies, Inc. I was advised that Mr. Mersberg tendered his
resignation to PPA on June 20, 2000.
<PAGE>
PPA Technologies, Inc. et al
June 26, 2000
Page 2
The purpose of this letter is to confirm with you a number of inaccuracies
contained in the Form SB-2/A dated May 31, 2000, and filed June 1, 2000 by PPA
Technologies, Inc. ("PPA"), to wit:
The SEC filing indicates that Al Mersberg signed it on May 25, 2000. Mr.
Mersberg has denied that he signed the document and has indicated to me that he
refused to do so due to the inaccuracies contained in the proposed filing sent
to him. Mr. Mersberg indicated to me yesterday afternoon that he spoke with Mr.
Sugerman on the evening of June 21, 2000, and that Mr. Sugerman acknowledged
that Mr. Mersberg had not signed the SEC filing.
The SEC Filing states that Gerald Sugerman is a "significant minority
shareholder" in Blue Ridge and that Mr. Sugerman is a Director in Blue Ridge. Al
Mersberg and the other principals of Blue Ridge have each signed documentation
that states that Mr. Sugerman is neither a shareholder in nor a Director in Blue
Ridge and that Mr. Sugerman has never been a shareholder or director of the
Company. Mr. Mersberg indicated to me yesterday afternoon that he spoke with Mr.
Sugerman on the evening of June 21, 2000, and that Mr. Sugerman acknowledged
that the statement contained in the SEC filing indicating Gerald Sugerman is a
"significant minority shareholder" in Blue Ridge and the statement that Mr.
Sugerman is a director in Blue Ridge were incorrect and needed to be amended.
The SEC Filing states that PPA and Blue Ridge are parties to an Equipment Lease
under which Blue Ridge is obligated to pay PPA the sum of $850.00 per month. Al
Mersberg indicates that there was never any intent on his part or the part of
Blue Ridge to enter into any such agreement and that his signature on the
document was fraudulently induced. Mr Mersberg further indicates that Blue Ridge
has never tendered any payment pursuant to the alleged lease obligation. Mr.
Mersberg reiterated that position as early as yesterday afternoon.
The SEC Filing indicates that PPA obtained its intellectual property rights
necessary for its manufacturing process from Gerald Sugerman and from Pi-Tech,
Inc. and from Broadwater Development, Inc. Specifically, the SEC filing states
that Mr. Sugerman "holds" more than fifty patents." A search of the USPTO
database this afternoon indicates that neither Pi-Tech nor Broadwater has any
registered interest in any Patent or Patent Application. A search of the USPTO
database this afternoon further indicates that Gerald Sugerman is listed as a
co-inventor on 28 patents, however, each of these patents is owned by Kenrich
Petrochemicals, Inc. Kenrich has confirmed in writing with my office that
neither Mr. Sugerman nor PPA has any ownership in or right to practice the
Kenrich Patents.
The foregoing inaccuracies are extremely misleading. Given the fact that the
statements assert as fact, material issues of fact that are clearly not true but
would be misleading to potential investors and the general public, they can
certainly be viewed as fraudulent. In addition, given the federal indictment of
Mr. Fidler, any association with Mr. Fidler, PPA, or any other principal
Five Centerpoint Drive, Suite 250
Lake Oswego, OR 97035
Phone (503) 620 - 8900
Fax (503) 620 - 4878
<PAGE>
PPA Technologies, Inc. et al
June 26, 2000
Page 3
Of PPA is negative from a business and investment standpoint PFF demands that
the SEC Filing be amended immediately to clearly and conspicuously retract the
incorrect statements.
Your prompt attention to this matter is appreciated.
Sincerely,
B UCKLEY & LECHEVALLIER, PC
Mark R. Lindley
Attorney at Law
cclist: Pacific Financial Funding, Inc.
Bud Buffkin, Al Mersberg, Blue Ridge Technolgy, Inc.
Ben Gardner, Esq. Gardner Gardner et al.
Salvatore J. Monte, Kenrich Petrochemicals, Inc.
Securiites Exchange Commission of Washington, D.C., Chicago, IL,
and New York, NY
