SEC Comment Letter for Mawson Infrastructure Group Inc. (MIGI) (CIK 0001218683) (BGDE) — Nov 23, 2011
Mawson Infrastructure Group Inc. (MIGI) (CIK 0001218683)
Date: Nov. 23, 2011 · CIK: 0001218683 · Accession: 0000000000-11-068040
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-52545
Letter
November 23, 2011 Pnina Fishman Interim Chief Executive Officer Denali Concrete Management, Inc. 123 West Nye Lane, Suite 129 Carson City, NV 89706
Re: Denali Concrete Management, Inc. Form 8-K Filed November 23, 2011 File No. 000-52545
Dear Dr. Fishman: We have reviewed your filing and 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 this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments.
1. When a reverse merger (recapitalization) occu rs, a change in accountants almost always occurs unless the same accountan t audited the pre-merger fina ncial statements of both the shell company registrant and the operating company. The independent accounting firm that will no longer be associated with the registrant is considered the predecessor accountant. We note that Denali Concrete Management’s accountant is R.R. Hawkins & Associates while Eye Fite Lt d’s accountant is Kost Forer Gabbay & Kasierer (Ernst & Young). Please amend the Form 8-K to incl ude the disclosures required by Item 4.01. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. 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 responding to our comments, please provi de a written statement from the company acknowledging that:
Pnina Fishman Denali Concrete Management, Inc. November 23, 2011 Page 2
the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of the United States.
You may contact Blaise Rhodes at 202 551-3774 or Jamie Kessel at 202 551-3727 if you have questions regarding our comments. Sincerely, /s/ Tia L. Jenkins Tia L. Jenkins Senior Assistant Chief Accountant Office of Beverages, Apparel and Mining
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November 23, 2011 Pnina Fishman Interim Chief Executive Officer Denali Concrete Management, Inc. 123 West Nye Lane, Suite 129 Carson City, NV 89706 Re: Denali Concrete Management, Inc. Form 8-K Filed November 23, 2011 File No. 000-52545 Dear Dr. Fishman: We have reviewed your filing and 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 this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments. 1. When a reverse merger (recapitalization) occu rs, a change in accountants almost always occurs unless the same accountan t audited the pre-merger fina ncial statements of both the shell company registrant and the operating company. The independent accounting firm that will no longer be associated with the registrant is considered the predecessor accountant. We note that Denali Concrete Management’s accountant is R.R. Hawkins & Associates while Eye Fite Lt d’s accountant is Kost Forer Gabbay & Kasierer (Ernst & Young). Please amend the Form 8-K to incl ude the disclosures required by Item 4.01. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. 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 responding to our comments, please provi de a written statement from the company acknowledging that: Pnina Fishman Denali Concrete Management, Inc. November 23, 2011 Page 2 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of the United States. You may contact Blaise Rhodes at 202 551-3774 or Jamie Kessel at 202 551-3727 if you have questions regarding our comments. Sincerely, /s/ Tia L. Jenkins Tia L. Jenkins Senior Assistant Chief Accountant Office of Beverages, Apparel and Mining