SEC Comment Letter for Idaho Copper Corp (COPR) (CIK 0001263364) (COPR) — Jan 3, 2012
Idaho Copper Corp (COPR) (CIK 0001263364)
Date: Jan. 3, 2012 · CIK: 0001263364 · Accession: 0000000000-12-000172
AI Filing Summary & Sentiment
File numbers found in text: 333-108715
Letter
January 3, 2012 Via E-Mail Jinghe Zhang, Chief Executive Officer Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.) 16th Floor, Tianjin Global Zh iye Square, 309 Nanjing Road, Nankai District, Tianjin, PRC
Re: Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2010 Filed November 15, 2011 Forms 10-Q for Fiscal Quarters Ended June 30, 2011 and September 30, 2011 Filed August 15, 2011 and November 14, 2011 File No. 333-108715
Dear Mr. Zhang: We have reviewed your response and amended filing and have the following comments. In some of our comments, we may ask you to pr ovide 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.
Form 10-K/A for Fiscal Y ear Ended December 31, 2010
Item 9A. Controls and Procedures
Management’s Annual Report on Internal C ontrol over Financial Reporting, page 32
1. We note your response to our prior comments 5 a nd 6. It appears to us that those primarily responsible for the preparation of your books an d records and financial statements (i.e., your Chief Financial Officer and Fi nancial Manager), do not have the requisite U.S. GAAP experience to prepare financial statements in acco rdance with U.S. GAAP. In this regard, we note that all of those listed above do not hold a license such as Ce rtified Public Accountant in
Jinghe Zhang Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.) January 3, 2012 Page 2
the U.S., have not attended U.S. institutions or extended educational programs that would provide enough of the relevant education relating to U.S. GAAP , and their U.S. GAAP work experience is limited. Further, your employees who have primary responsibilities of preparing and supervising the preparation of the financial statements under U.S. GAAP do not have extensive knowledge of and pr ofessional experience with U.S. GAAP. Accordingly, we believe that your lack of U.S. GAAP experience constitutes a material weakness and thus your internal controls over financial reporti ng at December 31, 2010 would not be effective. Please revise your conclusion on internal c ontrols over financial reporting and explain in detail in your amen dment that you have an accounting department with limited knowledge of U.S. GAAP and di sclose how you will remedy this material weakness in the future. You should also consider the impact of this material weakness on your conclusion regarding disclosure controls and procedures at December 31, 2010. Form 10-Q for Fiscal Quarter Ended June 30, 2011
Item 4. Controls and Procedures, page 30
2. We have reviewed your response to our prior comment 7. The fact that you hired a consultant to assist you for only 50 hours since April 2011 does not alleviate our concerns about your ability to prepare financial statements in accordance with U.S. GAAP. Accordingly, we believe that your lack of U. S. GAAP experience constitutes a material weakness in your internal control over financia l reporting and thus your disclosure controls and procedures would not be effective. Pl ease revise your conclusi on on your disclosure controls and procedures and e xplain in detail in your amendm ent that you have an accounting department with limited knowledge of U.S. GA AP and disclose how you will remedy this material weakness in the future. Form 10-Q for Fiscal Quarter Ended September 30, 2011
Item 4. Controls and Procedures
Evaluation of Disclosure Cont rols and Procedures, page 31
3. We note your response to our prior comment 8, noting that you hire d the head of your internal audit department. It appears to us th at this individual does not have the requisite U.S. GAAP experience to prepare financial st atements in accordance with U.S. GAAP. In this regard, we note that this individual doe s not hold a license such as Certified Public Accountant in the U.S., has not attended U.S. institutions or extended educational programs that would provide enough of the relevant e ducation relating to U.S. GAAP, and her U.S. GAAP work experience is limited. Furthe r, your employees who have primary responsibilities of preparing a nd supervising the preparation of the financial statements under U.S. GAAP do not have extensive knowledge of and professional experience with U.S. GAAP. Accordingly, we believe that your l ack of U.S. GAAP experience constitutes a
Jinghe Zhang Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.) January 3, 2012 Page 3
material weakness in your internal control over financial reporting a nd thus your disclosure controls and procedures at September 30, 2011 w ould not be effective. Please revise your conclusion on disclosure contro ls and procedures and explain in detail in your amendment that you have an accounting department and internal audit department with limited knowledge of U.S. GAAP and disclose how you will remedy this material weakness in the future. Change in Internal Control Over Financial Reporting, page 31
4. It appears that your disclosure here that there has been no ch ange in your internal control over financial reporting during the last fiscal quarter is inconsis tent with your response to our prior comment 8. Your response specifically states that in August 2011, you hired the head of your internal audit department to review and evaluate the reliability, effectiveness and integrity of your internal control systems and assist you in ensuring th e reliability of your financial statements. Pl ease clarify or revise.
You may contact Angela Hal ac at (202) 551-3398 or Brian Bhandari, Accounting Branch Chief, at (202) 551-3390 if you have questions regarding comments on the financial statements and related matters. Please c ontact Edwin Kim at (202) 551- 3297 or Pamela Howell, Special Counsel, at (202) 551-3357 w ith any other questions. Sincerely, /s/ Brian K. Bhandari for Tia Jenkins Senior Assistant Chief Accountant
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January 3, 2012 Via E-Mail Jinghe Zhang, Chief Executive Officer Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.) 16th Floor, Tianjin Global Zh iye Square, 309 Nanjing Road, Nankai District, Tianjin, PRC Re: Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2010 Filed November 15, 2011 Forms 10-Q for Fiscal Quarters Ended June 30, 2011 and September 30, 2011 Filed August 15, 2011 and November 14, 2011 File No. 333-108715 Dear Mr. Zhang: We have reviewed your response and amended filing and have the following comments. In some of our comments, we may ask you to pr ovide 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. Form 10-K/A for Fiscal Y ear Ended December 31, 2010 Item 9A. Controls and Procedures Management’s Annual Report on Internal C ontrol over Financial Reporting, page 32 1. We note your response to our prior comments 5 a nd 6. It appears to us that those primarily responsible for the preparation of your books an d records and financial statements (i.e., your Chief Financial Officer and Fi nancial Manager), do not have the requisite U.S. GAAP experience to prepare financial statements in acco rdance with U.S. GAAP. In this regard, we note that all of those listed above do not hold a license such as Ce rtified Public Accountant in Jinghe Zhang Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.) January 3, 2012 Page 2 the U.S., have not attended U.S. institutions or extended educational programs that would provide enough of the relevant education relating to U.S. GAAP , and their U.S. GAAP work experience is limited. Further, your employees who have primary responsibilities of preparing and supervising the preparation of the financial statements under U.S. GAAP do not have extensive knowledge of and pr ofessional experience with U.S. GAAP. Accordingly, we believe that your lack of U.S. GAAP experience constitutes a material weakness and thus your internal controls over financial reporti ng at December 31, 2010 would not be effective. Please revise your conclusion on internal c ontrols over financial reporting and explain in detail in your amen dment that you have an accounting department with limited knowledge of U.S. GAAP and di sclose how you will remedy this material weakness in the future. You should also consider the impact of this material weakness on your conclusion regarding disclosure controls and procedures at December 31, 2010. Form 10-Q for Fiscal Quarter Ended June 30, 2011 Item 4. Controls and Procedures, page 30 2. We have reviewed your response to our prior comment 7. The fact that you hired a consultant to assist you for only 50 hours since April 2011 does not alleviate our concerns about your ability to prepare financial statements in accordance with U.S. GAAP. Accordingly, we believe that your lack of U. S. GAAP experience constitutes a material weakness in your internal control over financia l reporting and thus your disclosure controls and procedures would not be effective. Pl ease revise your conclusi on on your disclosure controls and procedures and e xplain in detail in your amendm ent that you have an accounting department with limited knowledge of U.S. GA AP and disclose how you will remedy this material weakness in the future. Form 10-Q for Fiscal Quarter Ended September 30, 2011 Item 4. Controls and Procedures Evaluation of Disclosure Cont rols and Procedures, page 31 3. We note your response to our prior comment 8, noting that you hire d the head of your internal audit department. It appears to us th at this individual does not have the requisite U.S. GAAP experience to prepare financial st atements in accordance with U.S. GAAP. In this regard, we note that this individual doe s not hold a license such as Certified Public Accountant in the U.S., has not attended U.S. institutions or extended educational programs that would provide enough of the relevant e ducation relating to U.S. GAAP, and her U.S. GAAP work experience is limited. Furthe r, your employees who have primary responsibilities of preparing a nd supervising the preparation of the financial statements under U.S. GAAP do not have extensive knowledge of and professional experience with U.S. GAAP. Accordingly, we believe that your l ack of U.S. GAAP experience constitutes a Jinghe Zhang Joway Health Industries Group In c. (f/k/a G2 Ventures, Inc.) January 3, 2012 Page 3 material weakness in your internal control over financial reporting a nd thus your disclosure controls and procedures at September 30, 2011 w ould not be effective. Please revise your conclusion on disclosure contro ls and procedures and explain in detail in your amendment that you have an accounting department and internal audit department with limited knowledge of U.S. GAAP and disclose how you will remedy this material weakness in the future. Change in Internal Control Over Financial Reporting, page 31 4. It appears that your disclosure here that there has been no ch ange in your internal control over financial reporting during the last fiscal quarter is inconsis tent with your response to our prior comment 8. Your response specifically states that in August 2011, you hired the head of your internal audit department to review and evaluate the reliability, effectiveness and integrity of your internal control systems and assist you in ensuring th e reliability of your financial statements. Pl ease clarify or revise. You may contact Angela Hal ac at (202) 551-3398 or Brian Bhandari, Accounting Branch Chief, at (202) 551-3390 if you have questions regarding comments on the financial statements and related matters. Please c ontact Edwin Kim at (202) 551- 3297 or Pamela Howell, Special Counsel, at (202) 551-3357 w ith any other questions. Sincerely, /s/ Brian K. Bhandari for Tia Jenkins Senior Assistant Chief Accountant