SEC Comment Letter for IJJ CORP (CIK 0001163968) — Sep 1, 2005
IJJ CORP (CIK 0001163968)
Date: Sept. 1, 2005 · CIK: 0001163968 · Accession: 0000000000-05-045484
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Mail Stop 4561
September 1, 2005
Mr. Clifford Pope
Chief Executive Officer
IJJ Corporation
8540 Ashwood Drive
Capitol Heights, MD 20743
Re: IJJ Corporation
Form 10-KSB for Fiscal Year Ended October 31, 2004
Filed March 3, 2005
File No. 0-33515
Dear Mr. Pope:
We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your document. Where indicated, we think you should
revise your document 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 filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or 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 for the fiscal year ended October 31, 2004
Item 8A - Controls and Procedures, page 19
1. We note your statement that "controls and procedures, by their
nature, can provide only reasonable assurance regarding
management`s
control objectives." Please revise to state clearly, if true,
that
your disclosure controls and procedures are designed to provide
reasonable assurance of achieving their objectives and that your
chief executive officer and chief financial officer concluded that
your disclosure controls and procedures are effective at that
reasonable assurance level. In the alternative, remove the
reference
to the level of assurance of your disclosure controls and
procedures.
Please refer to Section II.F.4 of Management`s Reports on Internal
Control Over Financial Reporting and Certification of Disclosure
in
Exchange Act Periodic Reports, SEC Release No. 33-8238, available
on
our website at <http://www.sec.gov/rules/final/33-8238.htm>.
2. Pursuant to Item 307 of Regulation S-B, revise to disclose the
conclusions of your chief executive officer and chief financial
officer regarding the effectiveness of your disclosure controls
and
procedures as of the end of the period covered by the report.
3. Please revise to disclose changes in internal control over
financial reporting pursuant to Item 308(c) of Regulation S-B.
Form 10-QSB for the fiscal quarters ended January 31, 2005 and
April
30, 2005
4. Please tell us when you intend to file your Form 10-QSB for the
fiscal quarters ended January 31, 2005 and April 30, 2005.
As appropriate, please amend your filing 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 file your cover letter on EDGAR.
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 filing to be certain that the
filing includes 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 filing or in
response to our comments on your filing.
You may contact Amanda Sledge, Staff Accountant, at (202)
551-
3473 or the undersigned at (202) 551-3428 if you have questions.
Sincerely,
Rachel Zablow
Staff Accountant
Mr. Clifford Pope
IJJ Corporation
September 1, 2005
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