SEC Comment Letter for Mawson Infrastructure Group Inc. (MIGI) (CIK 0001218683) (BGDE) — Apr 10, 2009
Mawson Infrastructure Group Inc. (MIGI) (CIK 0001218683)
Date: April 10, 2009 · CIK: 0001218683 · Accession: 0000000000-09-018803
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3561
April 10, 2009 Mathew G. Rule, President Denali Concrete Management, Inc. 251 Jeanell Drive Suite 3 Carson City, NV 89703 RE: Denali Concrete Management, Inc. (“the company”) Form 10-K FYE December 31, 2008 Filed February 27, 2009; Form 8-Ks filed July 23, 2008 and September 16, 2008 File No. 0-52545 Dear Mr. Rule:
We have reviewed your filings and have the following comments. In some of our comments, we may ask you to provide us with additional information so we may better understand your disclosure. After reviewing th is information, we may or may not raise further comments. Please understand that the purpose of our re view 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 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-K
Management’s Discussion and Analysis Liquidity and Capital Resources, page 11
1. We note the Letter of Intent for a Sh are Exchange Agreement (“agreement”) between the company and ZZPartners, In c. signed on July 23, 2008 and amended September 15, 2008 reported in Form 8- Ks filed July 23, 2008 and September 16, 2008, respectively. We further note in the amended agreement that ZZPartners extended the date to enter into a defi nitive agreement to October 15, 2008 and paid the company a $25,000 deposit. We ar e unable to locate disclosure on the current status of negotiations with ZZ Part ners. Please advise. If the letter of intent with ZZPartners is not being pursue d, provide clear disclosure of this and state when negotiations between the parties ceased.
Mathew G. Rule Denali Concrete Management, Inc. April 10, 2009 Page 2 Signatures
2. Please include the signature of your cont roller or principal accounting officer as required by Form 10-K. See General Instru ction D.(2) to Form 10-K. If your controller or principal accounting officer has signed the Form 10-K, but the signature page does not i ndicate that the person signi ng occupies that position, then please confirm that your controller or principal accounting officer has signed the form and that in future filings you will indicate each capacity in which the officers are signing the report. See Gene ral Instruction D.(2) to the Form 10-K.
Closing Comments
As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Please understand that we may have additional comments after reviewing your responses. 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 in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating 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 filing;
• staff comments or changes to disclosu re in response to staff comments do not foreclose the Commission from ta king any action with respect to the filing; and • the company may not assert staff comments as a defense in any proceeding initiated by the Commissi on or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
Mathew G. Rule Denali Concrete Management, Inc. April 10, 2009 Page 3 Please call Janice McGuirk at (202) 551- 3395 or Pam Howell, reviewer, at (202) 551- 3357 with any questions. Sincerely,
John Reynolds Assistant Director
Show Raw Text
Mail Stop 3561
April 10, 2009 Mathew G. Rule, President Denali Concrete Management, Inc. 251 Jeanell Drive Suite 3 Carson City, NV 89703 RE: Denali Concrete Management, Inc. (“the company”)
Form 10-K FYE December 31, 2008 Filed February 27, 2009; Form 8-Ks filed July 23, 2008 and September 16, 2008 File No. 0-52545
Dear Mr. Rule:
We have reviewed your filings and have the following comments. In some of our
comments, we may ask you to provide us with additional information so we may better
understand your disclosure. After reviewing th is information, we may or may not raise
further comments.
Please understand that the purpose of our re view 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 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-K
Management’s Discussion and Analysis
Liquidity and Capital Resources, page 11
1. We note the Letter of Intent for a Sh are Exchange Agreement (“agreement”)
between the company and ZZPartners, In c. signed on July 23, 2008 and amended
September 15, 2008 reported in Form 8- Ks filed July 23, 2008 and September 16,
2008, respectively. We further note in the amended agreement that ZZPartners
extended the date to enter into a defi nitive agreement to October 15, 2008 and
paid the company a $25,000 deposit. We ar e unable to locate disclosure on the
current status of negotiations with ZZ Part ners. Please advise. If the letter of
intent with ZZPartners is not being pursue d, provide clear disclosure of this and
state when negotiations between the parties ceased.
Mathew G. Rule
Denali Concrete Management, Inc.
April 10, 2009 Page 2 Signatures
2. Please include the signature of your cont roller or principal accounting officer as
required by Form 10-K. See General Instru ction D.(2) to Form 10-K. If your
controller or principal accounting officer has signed the Form 10-K, but the signature page does not i ndicate that the person signi ng occupies that position,
then please confirm that your controller or principal accounting officer has signed
the form and that in future filings you will indicate each capacity in which the officers are signing the report. See Gene ral Instruction D.(2) to the Form 10-K.
Closing Comments
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response. Please understand that we may have additional comments after reviewing your responses.
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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating 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 filing;
• staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filing; and
• the company may not assert staff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
Mathew G. Rule
Denali Concrete Management, Inc. April 10, 2009 Page 3
Please call Janice McGuirk at (202) 551- 3395 or Pam Howell, reviewer, at (202)
551- 3357 with any questions.
Sincerely,
John Reynolds Assistant Director