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SEC Comment Letter for Idaho Copper Corp (COPR) (CIK 0001263364) (COPR) — Nov 12, 2009

Idaho Copper Corp (COPR) (CIK 0001263364)
Date: Nov. 12, 2009 · CIK: 0001263364 · Accession: 0000000000-09-064045

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File numbers found in text: 333-108715

Date
November 5, 2009
Author
Not clearly detected
Form
UPLOAD
Company
Idaho Copper Corp (COPR) (CIK 0001263364)

Letter

Mail Stop 3561 November 5, 2009 Mr. Gust Kepler Chief Executive Officer G2 Ventures, Inc. 1810 Three Galleria Tower 13155 Noel Road Dallas, TX 75240 Re: G2 Ventures, Inc. Form 10-K for the Fiscal Year Ended December 31, 2008 Filed March 30, 2009 Form 10-Q for Quarter Ended March 31, 2009 Filed April 22, 2009 Form 10-Q for Quarter Ended June 30, 2009 Filed August 3, 2009 File No. 333-108715

Dear Mr. Kepler: We have reviewed your filings and have the following comments. 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. Please do so within the time frame set forth below. You should comply with the remaining comments in all future filings, as applicable. Please confirm in writing that you will do so and also explain to us how you intend to comply, within the time frame set forth below. Pleas e understand that after our review of all of your responses, 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-K for the Fiscal Year Ended December 31, 2008

Mr. Gust Kepler G2 Ventures, Inc. November 5, 2009 Page 2 Management’s Report on Internal Control Over Financial Reporting, page 20

1. We note your statement that as of December 31, 2008 there were no material weaknesses in your internal control over financial reporting. Please revise to state in unequivocal language whether your internal control over financial reporting was effective or ineffective.

Form 10-Q for the Quarter Ended March 31, 2009 and

Form 10-Q for the Quarter Ended June 30, 2009

Section 302 Certifications

2. We note that your Section 302 certifications do not comply with the language required by Item 601(31) of Regulation S-K in the following respect: • The head note to paragraph 4 does not include a reference to internal control over financial reporting (as defined in Exch ange Act Rules 13a-15(f) and 15d-15(f)) Please confirm to us in future filings you will revise your certifications to address the matter noted above. 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 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 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

Mr. Gust Kepler G2 Ventures, Inc. November 5, 2009 Page 3

‚ 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 Di vision of Corporation Finance in our review of your filing or in response to our comments on your filing. You may contact Raj Rajan, Senior Staff Accountant, at 202-551-3388 or Brian K. Bhandari, Branch Chief, at 202-551-3390 if you have questions regarding comments on the financial statements and related matters. Sincerely, Tia Jenkins Senior Assistant Chief Accountant Office of Beverages, Apparel and Health Care Services

Show Raw Text
Mail Stop 3561   November 5, 2009

Mr. Gust Kepler Chief Executive Officer G2 Ventures, Inc. 1810 Three Galleria Tower 13155 Noel Road Dallas, TX  75240
 Re:       G2 Ventures, Inc.
   Form 10-K for the Fiscal Year Ended
   December 31, 2008
   Filed March 30, 2009    Form 10-Q for Quarter Ended    March 31, 2009    Filed April 22, 2009    Form 10-Q for Quarter Ended    June 30, 2009    Filed August 3, 2009    File No. 333-108715

Dear Mr. Kepler:
 We have reviewed your filings and have the following comments.  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.  Please do so within the time frame set forth below.  You should comply with the remaining comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us how you intend to comply, within the time frame set forth below.  Pleas e understand that after our review of all of
your responses, 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-K for the Fiscal Year Ended December 31, 2008

Mr. Gust Kepler
G2 Ventures, Inc.
November 5, 2009 Page 2   Management’s Report on Internal Control Over Financial Reporting, page 20

 1. We note your statement that as of December 31, 2008 there were no material weaknesses in your internal control over financial reporting. Please revise to state in unequivocal language whether your internal control over financial reporting was effective or ineffective.

Form 10-Q for the Quarter Ended March 31, 2009 and

Form 10-Q for the Quarter Ended June 30, 2009

Section 302 Certifications

2. We note that your Section 302 certifications do not comply with the language required by Item 601(31) of Regulation S-K in the following respect:
• The head note to paragraph 4 does not include a reference to internal control over
financial reporting (as defined in Exch ange Act Rules 13a-15(f) and 15d-15(f))
Please confirm to us in future filings you will revise your certifications to address the matter noted above.
 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 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 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

Mr. Gust Kepler
G2 Ventures, Inc. November 5, 2009 Page 3

‚ 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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.     You may contact Raj Rajan, Senior Staff Accountant, at 202-551-3388 or Brian K. Bhandari, Branch Chief, at 202-551-3390 if you have questions regarding comments
on the financial statements and related matters.
Sincerely,    Tia Jenkins Senior Assistant Chief Accountant Office of Beverages, Apparel and  Health Care Services