November
28, 2007
Securities
and Exchange Commission
100F
Street, NE
Washington,
DC 20549
Attention:
Frank Wyman
Dear
Sirs and Mesdames,
Re:
Comment Letter, dated March 30, 2007 related to
Form
20-F for fiscal year ended May 31, 2006
File
No. 001-32001
Pursuant
to the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, we enclose our proposed response to the remaining
comment outstanding from the Staff’s letter of comments, dated March 30, 2007
(the “Comment Letter”), with respect to Lorus Therapeutics Inc.’s Form 20-F for
the fiscal year ended May 31, 2006 originally filed on November 18, 2006
(the
“Form 20-F”). Lorus’ response to the remaining comment is included
below, under the text of such comment.
Comment
7:
Item
17. Financial Statements
Report
of Independent Registered Public Accounting Firm, page
F-2
KPMG
LLP states in their report that “we did not audit the consolidated financial
statements of loss and deficit and cash flows for the period from inception
on
September 6, 1986 to May 31, 2006 in accordance with the standards of the
Public
Company Accounting Oversight Board (United States).” Please note that
an auditor’s association with the cumulative data is required on an annual basis
as long as the registrant is in the development stage. Please amend
your filing to include a report from KPMG that states they have audited the
consolidated financial statements of loss and deficit and cash flows for
the
period from inception on September 6, 1986 to May 31, 2006 in accordance
with
the standards of the Public Company Accounting Oversight
Board.
Further
to discussions held by representatives of Lorus with a member of the Staff,
Lorus confirms the following:
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1.
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Lorus
is unable to obtain the consent of its former auditors for the
use of
their auditors’ reports up to and including the 1994 year-end, which
affects the “cumulative amounts from inception” column in Lorus’ statement
of operations and Lorus’ reported cash flows in its consolidated financial
statements for the year ended May 31, 2007. Furthermore, Lorus
is unable to label the “cumulative amounts from inception” column in the
financial statements as being “Unaudited”, as these amounts have been
audited in accordance with Canadian GAAS, as specifically stated
in the
independent auditors report to the shareholders, which report together
with the financial statements have been filed with the Ontario
Securities
Commission and were released to the shareholders in August
2007.
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2.
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Notwithstanding
the foregoing, Lorus’ auditors have informed Lorus that they do not expect
to make reference to the auditors’ report of Lorus’ former auditors in
connection with the audit of Lorus’ financial statements for the year
ending May 31, 2008 and later
periods.
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3.
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As
a result, given these unusual circumstances, it is Lorus’ understanding
that the Staff will not require the requested amendments to the
Form 20-F
with respect to KPMG’s independent auditors’ report to be made for the
purposes of the filing of the Form 20-F and other filings required
to be
made by Lorus pursuant to the Securities Exchange Act of 1934,
as
amended.
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4.
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Lorus
does not currently intend to make a registered offering of its
securities
under the Securities Act of 1933, as amended, but should Lorus
determine
to make such an offering that would require reference to the Lorus’
audited financial statements for the year ended May 31, 2007, Lorus
will,
prior to making such offering, discuss the offering with the
Staff.
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Change
to the Independent Auditor’s report:
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1.
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Lorus
confirms that the sentence in the second paragraph of the auditor’s report
appearing in the Form 20-F for the year ended May 31, 2006 that
starts
with: “Those standards require that we plan…” will be amended in future
filings to specifically make reference to the
standards of the PCAOB and Canadian generally accepted auditing
standards.
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Please
contact Mark Preston, Acting Controller if you have any questions regarding
the
content of this letter.
Yours
truly,
/s/
Mark Preston
_____________________
Mark
Preston
Acting
Controller
Cc:
Aiping
Young, Lorus
Therapeutics Inc.
Elizabeth
Williams, Lorus Therapeutics
Inc.
Dan
Miller, Dorsey &
Whitney