SEC Comment Letter for LIGHTBRIDGE Corp (LTBR) (CIK 0001084554) (LTBR) — Nov 18, 2015
LIGHTBRIDGE Corp (LTBR) (CIK 0001084554)
Date: Nov. 18, 2015 · CIK: 0001084554 · Accession: 0000000000-15-054618
AI Filing Summary & Sentiment
Letter
Mail Stop 3233 November 18, 2015 Seth Grae Chief Executive Officer and President Lightbridge Corporation 1600 Tysons Boulevard, Suite 550 McLean, Virginia 22102
Re: Lightbridge Corporation Form 10 -K and 10 -K/A for the fiscal year ended December 31, 2014 Filed March 25, 2015 and April 30, 2015 File No. 001 -34487
Dear Mr. Grae :
We have reviewed your filing an d 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 be lieve 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 filed March 25, 2015
General
1. You indicated by check mark that you have not filed reports required to be filed by Section 13 and 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months. Please tell us which Exchange Act reports you failed to file during the referen ced time period.
Consulting Business Segment, page 5
2. We note your disclosure on page 30 that, “all of our revenue for the years ended December 31, 2014 and 2013 is from our consulting services business segment.” Please tell us why you have not filed th e referenced material contracts as exhibits to the Form 10-K. Refer to Item 601(b)(10) of Regulation S -K.
Seth Grae Lightbridge Corporation November 18, 2015 Page 2
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 company’s disclosure, they are responsible for the accuracy and adequacy of the d isclosures 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 defense in any proceeding initiated by the Commission or any person under the fe deral securities laws of the United States.
You may contact Folake Ayoola, Senior Counsel, at (202) 551 -3673 or me at (202) 551 - 3215 with any questions.
Sincerely,
/s/ Kim McManus
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Mail Stop 3233 November 18, 2015 Seth Grae Chief Executive Officer and President Lightbridge Corporation 1600 Tysons Boulevard, Suite 550 McLean, Virginia 22102 Re: Lightbridge Corporation Form 10 -K and 10 -K/A for the fiscal year ended December 31, 2014 Filed March 25, 2015 and April 30, 2015 File No. 001 -34487 Dear Mr. Grae : We have reviewed your filing an d 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 be lieve 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 filed March 25, 2015 General 1. You indicated by check mark that you have not filed reports required to be filed by Section 13 and 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months. Please tell us which Exchange Act reports you failed to file during the referen ced time period. Consulting Business Segment, page 5 2. We note your disclosure on page 30 that, “all of our revenue for the years ended December 31, 2014 and 2013 is from our consulting services business segment.” Please tell us why you have not filed th e referenced material contracts as exhibits to the Form 10-K. Refer to Item 601(b)(10) of Regulation S -K. Seth Grae Lightbridge Corporation November 18, 2015 Page 2 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 company’s disclosure, they are responsible for the accuracy and adequacy of the d isclosures 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 defense in any proceeding initiated by the Commission or any person under the fe deral securities laws of the United States. You may contact Folake Ayoola, Senior Counsel, at (202) 551 -3673 or me at (202) 551 - 3215 with any questions. Sincerely, /s/ Kim McManus Kim McManus Senior Attorney Office of Real Estate and Commodities