Mass Hysteria Entertainment Co. (fka MHYS)

[ChipnBella]

Yes - http://www.sec.gov/Archives/edgar/data/1388488/000000000015020565/filename1.pdf

Daniel Grodnik
Chief Executive Officer
Mass Hysteria Entertainment Company, Inc.
2920 W. Olive Avenue, Suite 208
Burbank, California 91505
Re :
Mas s Hys teria
Ente rtainme nt Company, Inc.
Form
10
-
K for the Fis cal Ye ar Ende d Nove mbe r 30, 2014
File d March 17, 2015
File No. 000
-
53739
Dear
Mr. Grodni
k
:
We have limited our review of your filing to the financial statements and related
disclosures and have the
following comments.
In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to
these comments
within ten busine
ss days by
providing the
requested
information
or advis
e
us
as soon
as possible when you will respond. If you
do
not believe our
comments apply to your facts and circumstances
,
please tell us why in your response.
After reviewing
your
response to
these
comments, we may
have
additional comments.
Form 10
-
K
for the Fiscal Year Ended November 30, 2014
Item 9A.
Controls and Procedures
Internal Control o
ver Financial Reporting, page 32
1.
We note from Management’s Report on Internal Control over Financial Reporting, that
management
assessed your internal control
over financial reporting as of the
fiscal
year
ended
November
30, 2014 using the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (C
OSO). Please tell us, and revise to
disclose whether you used the 1992 or 2013 C
OSO framework in your assessment.
Exhibit 32
2.
Please note that your exhibit 32 certification is not in the format prescribed by Item
601(b)(32) of Regulation S
-
K. Please amend your filing to include a revised certification
that conforms to the exact wo
rding required by Rule 13a
-
14(b) (17 CFR 240.13a.14(b))
Daniel Grodnik
Mass Hysteria Entertainment Company, Inc.
April 10, 2015
Page
2
or Rule 15d
-
14(b( (17 CFR 240.15d
-
14(b)) and Section 1350, paragraph (b) of Chapter
63 of Title 18 of the United States Code.
We urge all persons who are responsible for the accuracy and adequacy of
the disclosure
in the filing to be certain that the filing includes
the
information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.
Since the company and its management are
in possession of all facts relating to a compan
y’s disclosure, they are
r
esponsible for the accuracy
and adequacy of the disclosures they have made.
In responding
to our comments, please provide
a written statement from the company
acknowledging that:
?
the company is responsible for the adequacy
and accuracy of the disclosure in the filing;
?
staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
?
the company may not assert staff comments as a defe
nse in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.
Yo
u may contact
Heather Clark at 202
-
551
-
3624
or
Claire Erlanger at 202
-
551
-
3301
if
you have questions regarding comments on the financ
ial statements and rel
ated matters.
Sincerely,
/s/ Melissa Raminpour
Melissa Raminpour
Branch Chief