[Charles
& Colvard, Ltd. Letterhead]
January
20, 2010
Via
EDGAR
Staff
Accountant
Division
of Corporation Finance
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549-0306
Re: Charles
& Colvard, Ltd.
Item 4.01 Form 8-K
Filed January 7, 2010
File No. 0-23329
Dear Ms.
Meadows:
This letter responds to your comment
letter of January 12, 2010 regarding the above-referenced filing made by Charles
& Colvard, Ltd. (the “Company”) with the Securities and Exchange Commission
(the “Commission”). This letter includes the comment from your letter in bold
with the Company’s response set forth immediately below.
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1.
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We
note that your audit committee intends to consider the engagement of
Frazer Frost as your independent registered public accounting firm when
the firm is registered with PCAOB and upon receipt of an engagement
letter. Please acknowledge your obligation to report the engagement of a
new independent registered public accounting firm and disclose that the
decision to engage the new firm was approved your audit committee in a
current report on Form 8-K. Refer to paragraphs (a)(1)(iii) and (a)(2) of
Item 304 of Regulation S-K.
|
We
acknowledge our obligation to report the engagement of a new independent
registered public accounting firm and will disclose the decision to engage
Frazer Frost as the new firm in a current report on Form 8-K. As we noted in our
current report on the Form 8-K filed on January 12, 2010, our audit committee
was awaiting Frazer Frost’s registration with the Public Company Accounting
Oversight Board and receipt of an engagement letter from Frazer Frost, both of
which have now occurred. The audit committee approved the engagement on January
19, 2010, and we intend to file today the required current report on Form 8-K
regarding the engagement of Frazer Frost.
* * * * *
As requested in your January 12, 2010
letter, the Company acknowledges that:
Ms. Ta
Tanisha Meadows
January
20, 2010
Page
2
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the
Company is responsible for the adequacy and accuracy of the disclosure in
the filing;
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·
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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
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·
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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 the federal securities
laws of the United States.
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If we can
be of further assistance in facilitating your review of the above response,
please do not hesitate to contact me by phone (919) 468-0399 (ext.
295).
| Sincerely, | |
| /s/ Timothy L. Krist | |
| Timothy L. Krist | |
| Chief Financial Officer |
cc: Margaret
N. Rosenfeld, Esq.