SEC Comment Letter for CYIOS CORP (CIK 0001091566) — Jul 14, 2005
CYIOS CORP (CIK 0001091566)
Date: July 14, 2005 · CIK: 0001091566 · Accession: 0000000000-05-036027
AI Filing Summary & Sentiment
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Mail Stop 4561
July 14, 2005
Via U.S. Mail and Fax (208) 485-8287
Mr. Jeffrey Lieberman
Chief Executive Officer
China Printing, Inc.
30 West Gude Drive
Rockville, MD 20850
RE: Worldteq Group International, Inc.
Form 10-KSB for the fiscal year ended December 31, 2004
Filed May 20, 2005
Form 10-KSB/A for the fiscal year ended December 31, 2004
Filed June 3, 2005
Form 10-QSB for the quarterly period ended March 31,
2005
File No. 0-27243
Dear Mr. Lieberman:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-KSB
Subsequent Acquisition
1. Please tell us how you have complied with Item 310(c) of
Regulation S-B as it relates to your acquisition of Harbin Yinhai
Technology Development Company Ltd. In addition, it appears that
this acquisition would be considered a reverse acquisition in
accordance with paragraph 17 of SFAS 141. Please tell us how you
plan to account for this transaction and when you expect the
transaction to be completed.
Table of Contents, page 3
2. We note that both your Forms 10-KSB and 10-KSB/A do not include
Item 8A. - Controls and Procedures. Please amend you filing to
include this item and the related disclosures.
Financial Statements, page 15
3. Please revise to correct all of the mathematical errors
included
within your financial statements included in Forms 10-KSB/A and
10-
QSB.
Exhibit 31.1
4. The certifications required by Rules 13a-14(a) and 15d-14(a)
are
required to be in the exact format proscribed by Item 601of
Regulation S-B. Please amend your filing to include the specified
wording for these certifications.
Form 10-QSB
Financial Statements
5. Please revise to include footnote disclosure regarding the
acquisition of Harbin Yinhai. Within your disclosure please
provide
information regarding the proposed accounting treatment of the
acquisition.
Item 2. Management`s Discussion and Analysis, page 7
6. You disclose that your business plan for the next 12 months is
to
demonstrate the efficacy of our product candidate in animal
models.
Please explain how this relates to the recently acquired business
that appears to be a printing company. In addition, please revise
your Form 10-QSB to provide extensive disclosures of the acquired
business and the plans of your current business which appears to
be
communication services. If you plan to terminate your
communication
services business please provide all of the required disclosures
of
SFAS 144.
Item 3. Controls and Procedures, page 10
7. Please clarify to us whether management`s assessment of
controls
is that they are effective or ineffective. Reference is made to
item
307 of Regulation S-B.
* * * *
As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. 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 disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* 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.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact William Demarest, Staff Accountant, at (202)
551-3432 or me at (202) 551-3486 with any questions.
Sincerely,
Daniel L. Gordon
Branch Chief
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Mr. Jeffrey Lieberman
China Printing, Inc.
July 14, 2005
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