SEC Company Response from Mawson Infrastructure Group Inc. (MIGI) (CIK 0001218683) (BGDE) — May 13, 2009
Mawson Infrastructure Group Inc. (MIGI) (CIK 0001218683)
Date: May 13, 2009 · CIK: 0001218683 · Accession: 0001078782-09-000745
AI Filing Summary & Sentiment
Reasoning
Referenced dates: April 10, 2009
Letter
United States Securities and Exchange Commission 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 Ms. McGuirk:
Denali Concrete Management, Inc., (the “Company”), has received your comment letter dated April 10, 2009, (“comment letter”) pertaining to the above referenced Form 10-K for Fiscal Year Ended December 31, 2008 and Forms 8-K filed July 23, 2008 and September 16, 2008. This letter contains the Company’s responses to the comment letter. To assist the staff of the Commission in completing its review of the Amendment, the numbered paragraphs in this response letter correspond to the numbered paragraphs of the Comment Letter.
Form 10-K
Management’s Discussion and Analysis
Liquidity and Capital resources. Page 11.
1.
We note the Letter of Intent for a Share Exchange Agreement (“agreement”) between the company and ZZPartners, Inc. 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 definitive agreement to October 15, 2008 and paid the company a $25,000 deposit. We are unable to locate disclosure on the current status of negotiations with ZZ Partners. Please advise. If the letter of intent with ZZPartners is not being pursued, provide clear disclosure of this and state when negotiations between the parties ceased.
RESPONSE:
We have included full disclosure in our March 31, 2009 Form 10-Q regarding the ZZ Partners transaction. ZZ Partners did not make the additional $25,000 deposit and negotiations have ceased. ZZ Partners forfeited the original $25,000 deposit.
Signatures
2.
Please include the signature of your controller or principal accounting officer as required by Form 10-K. See General Instruction D.(2) to Form 10-K. if your controller or principal accounting officer has signed the Form 1 0-Ks but the signature page does not indicate that the person signing 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 General Instruction D.(2) to the Form 10-K.
RESPONSE:
Our principal accounting officer, Mathew Rule signed the Form 10-K. In future filings, we will indicate this capacity.
The company hereby acknowledges 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 federal securities laws of the United States.
Very truly yours,
/s/ Cletha A. Walstrand
Show Raw Text
CORRESP 1 filename1.htm SEC Correspondence CLETHA A. WALSTRAND ATTORNEY AT LAW 1322 WEST PACHUA CIRCLE IVINS, UT 84738 OFFICE: 435-688-7317 FAX: 435-688-7318 May 13, 2009 United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Ms. Janice McGuirk 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 Ms. McGuirk: Denali Concrete Management, Inc., (the “Company”), has received your comment letter dated April 10, 2009, (“comment letter”) pertaining to the above referenced Form 10-K for Fiscal Year Ended December 31, 2008 and Forms 8-K filed July 23, 2008 and September 16, 2008. This letter contains the Company’s responses to the comment letter. To assist the staff of the Commission in completing its review of the Amendment, the numbered paragraphs in this response letter correspond to the numbered paragraphs of the Comment Letter. Form 10-K Management’s Discussion and Analysis Liquidity and Capital resources. Page 11. 1. We note the Letter of Intent for a Share Exchange Agreement (“agreement”) between the company and ZZPartners, Inc. 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 definitive agreement to October 15, 2008 and paid the company a $25,000 deposit. We are unable to locate disclosure on the current status of negotiations with ZZ Partners. Please advise. If the letter of intent with ZZPartners is not being pursued, provide clear disclosure of this and state when negotiations between the parties ceased. RESPONSE: We have included full disclosure in our March 31, 2009 Form 10-Q regarding the ZZ Partners transaction. ZZ Partners did not make the additional $25,000 deposit and negotiations have ceased. ZZ Partners forfeited the original $25,000 deposit. Signatures 2. Please include the signature of your controller or principal accounting officer as required by Form 10-K. See General Instruction D.(2) to Form 10-K. if your controller or principal accounting officer has signed the Form 1 0-Ks but the signature page does not indicate that the person signing 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 General Instruction D.(2) to the Form 10-K. RESPONSE: Our principal accounting officer, Mathew Rule signed the Form 10-K. In future filings, we will indicate this capacity. The company hereby acknowledges 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 federal securities laws of the United States. Very truly yours, /s/ Cletha A. Walstrand Cletha A. Walstrand Attorney at Law