SEC Company Response from Idaho Copper Corp (COPR) (CIK 0001263364) (COPR) — Feb 28, 2011
Idaho Copper Corp (COPR) (CIK 0001263364)
Date: Feb. 28, 2011 · CIK: 0001263364 · Accession: 0001193125-11-049880
AI Filing Summary & Sentiment
File numbers found in text: 333-108715
Referenced dates: January 28, 2011, November 5, 2010
Letter
United States Securities and Exchange Commission Division of Corporation Finance Re: G2 Ventures, Inc. Form 8-K Filed on October 7, 2010 File: 333-108715
Dear Mr. Reynolds:
This letter responds to certain comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter from the Staff to Joway Health Industries Group Inc. (formerly G2 Ventures, Inc.) (the “Company”) dated January 28, 2011.
For your convenience, we have included each of the Staff’s comments in italics before each of the Company’s responses. References in this letter to “we,” “our” or “us” mean the Company or its advisors, as the context may require.
General
Staff Comment 1. Given the large number of outstanding comments, please file an amended Form 8-K to address the comments below in addition to the revisions provided in your supplemental response dated December 23, 2010, as opposed to providing supplemental draft disclosure in a response letter. Please note that we may have additional comments to proposed changes in your response letter, depending upon the actual changes made in the amended Form 8-K.
Response: We have included with our responses to the SEC’s comments a Current Report on Form 8-K/A (the “Amended 8-K”) which addresses the comments set forth below as well as the SEC’s comments included in its letter dated November 5, 2010.
Staff Comment 2. We note you have responded that you will revise your Form 8-K to address many of our comments, but you do not provide specific draft disclosure. We are unable to determine whether your prospective changes address our concerns. We reissue comments 10, 13, 17, 21, 37-42, 44-46, 48 and 50 of our letter dated November 5, 2010.
Response: See our response to Staff Comment 1.
Entry into a Material Definitive Agreement, page 5
Table of Contents
John Reynolds
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
February 28,
Page of 10
Staff Comment 3. We note your response to comment four of our letter dated November 5, 2010, and we reissue it. Mr. Zhang Jinghe owns 99% of the Joway Group and held a controlling interest prior to the creation of Junhe Consulting and Dynamic Elite. Please revise your current report to clarify the consideration Mr. Xhang Jinghe received in order to enter into the VIE agreements which transferred the economic benefits and control of the Joway Group to Crystal Globe and its subsidiaries. Also, please revise to clarify the circumstances or agreements that led Mr. Zhang Jinghe to become the executive director of Junhe Consulting. Clarify who controlled Crystal Globe when it owned Dynamic Elite, and to the extent that Mr. Zhang Jinghe retains any beneficial ownership of the shares of Crystal Globe, please revise accordingly. To the extent that there are any agreements, written or otherwise, regarding the ownership or control of Crystal Globe, please disclose and file as exhibits.
Response: We have included in the Amended 8-K additional disclosure to clarify the consideration the shareholders of the Joway Group received for entering into the VIE Agreements. In addition, we have included additional disclosure to clarify how Mr. Zhang Jinghe became the executive director of Junhe Consulting. The Amended 8-K also clarifies who controlled Crystal Globe when it owned Dynamic Elite, and whether Mr. Zhang Jinghe retains any beneficial ownership of the shares of Crystal Globe.
Staff Comment 4. We note your response to comment five of our letter dated November 5, 2010, and we reissue it. Please incorporate your response in your amended Form 8-k/A as to the estimated option price. Also, please clarify whether Mr. Zhange Jinghe, as the executive director of Junhe Consulting, has sole discretion in exercising the option.
Response: We have included in the Amended 8-K additional disclosure to provide the estimated price of the Call Option and whether Mr. Zhange Jinghe has sole discretion to exercise the Call Option. We will also file a copy of the Call Option as an exhibit to the Amended 8-K.
Staff Comment 5. We partially reissue comment six of our letter dated November 5, 2010. Please disclose any relationships, connections or agreements between Crystal Globe and Zhang Jinghe.
Response: We have included in the Amended 8-K additional disclosure of all relationships, connections or agreements between Crystal Globe and Zhang Jinghe.
Corporate Structure and History, page 6
Staff Comment 6. We reissue comment eight of our letter dated November 5, 2010. Please revise to disclose the material terms of the July 25, 2020 and July 28, 2010 share acquisition agreements with Chen Jingyum and Wang Aiying to sell their shares to the Joway Group.
Response: We have included in the Amended 8-K additional disclosure of the material terms of the July 25, 2020 and July 28, 2010 share acquisition agreements with Chen Jingyun and Wang Aiying and we will file copies of the share acquisition agreements as exhibits to the Amended 8-K.
Table of Contents
John Reynolds
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
February 28,
Page of 10
Staff Comment 7. We note your response to comment 11 of our letter dated November 5, 2010, and we reissue it in part. Please revise to briefly describe the Law of the People’s Republic of China on Wholly Foreign-Owned Enterprises and explain why such local approval is needed under the regulation.
Response: We have included in the Amended 8-K additional disclosure to briefly describe the Law of the People’s Republic of China on Wholly Foreign-Owned Enterprises and explain why such local approval is needed under the regulations.
Description of Business, page 9
Staff Comment 8. We note your response to comments 12 and 15 of our letter dated November 5, 2010 and we reissue them. We have reviewed your documents that you submitted and are unable to locate any references that “tourmaline is believed to have the advantage of improving human body circulation, relieving stress, increasing mental alertness and strengthening the immune system function.” Please provide us supplementally with a table clearly providing each factual or statistical statement from the Form 8-K and the specific location in the course cited for that statement or remove such disclosure. To the extent that you cite to information regarding tourmaline gemstone, please provide the basis for believing this information also applies to liquid tourmaline or provide a citation to support your believe that liquid tourmaline provides the same function and benefits as tourmaline gemstone.
Response: We will provide you supplementally with a table that provides each factual or statistical statement from the Form 8-K and the specific location in the course cited for that statement, including the basis for believing this information also applies to liquid tourmaline.
Staff Comment 9. We note your response to comment 14 of our letter dated November 5, 2010, and we reissue it. Please advise us the identity of the supplier that used the “Joway Group” name on your website address http://en.joway.cn/page/html/index.php. Also, please revise to clarify the relationship between the firms, its use of the Joway Group name in other situations, and whether there is any confusion as to the two entities. To the extent that you used this website, please explain, as the information on the website appeared to be that of a supplier.
Response: We reiterate that the website cited in your comment was owned by the Joway Group and no supplier used the Joway Group name. In the Company’s former website, information was included with respect to Joway Group and its subsidiaries. In addition, the website also included information of Shengyang Joway, a related party company from whom the Company licenses certain trademarks and from whom the Company purchased inventory. The transactions with Shengyang are disclosed as related party transactions in the Amended 8-K. The website has been shut down while it undergoes reconstruction.
Staff Comment 10. Please incorporate your response to comment 22 of our letter dated November 5, 2010 in your amended report.
Response: We have incorporated our response to comment 22 of the SEC’s letter dated November 5, 2010 in the Amended 8-K.
Staff Comment 11. We note your response to comment 23 of our letter dated November 5, 2010, and we reissue it. Please revise to provide a more thorough explanation how the environmental laws that are listed in your response apply to the Company and explain why your environmental compliance costs are minimal. For instance, you do not explain if the manufacturer of tourmaline related products does not result in waste pollution, or if you are exempt from such environmental laws, etc.
Table of Contents
John Reynolds
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
February 28,
Page of 10
Response: We have included in the Amended 8-K additional disclosure to provide a more thorough explanation how the environmental laws that are listed in our response apply to the Company and why our environmental compliance costs are minimal.
Staff Comment 12. We note your VIE agreements involve the Joway Group and Junhe Consulting. Please explain whether these VIE agreements have been approved by the appropriate regulatory authorities. We note your proposed revisions in Exhibit A only refer to the approval of the foreign ownership of Junghe Consulting by Dynamic Elite.
Response: We have included in the Amended 8-K additional disclosure to explain that no regulatory approval of the VIE Agreements is necessary.
Risk Factors, page 29
Staff Comment 13. We note from your response to our prior comments 24 through 29 that your financial statements are prepared in accordance with Chinese GAAP and your CFO is responsible for reviewing the adjustments made to the financial statements to convert them to U.S. GAAP. In addition, you state that your CFO’s U.S. GAAP experience was obtained from working for a U.S. listed company. Please provide us with a detailed discussion of the relevant education and ongoing training your CFO has had related to U.S. GAAP.
Response: Our Chief Financial Officer has taken courses on U.S. GAAP accounting as part of his university education.
Staff Comment 14. We note from your response in our prior comments 24 through 29 that your CFO is responsible for reviewing the adjustments made to the financial statements to convert them to U.S. GAAP. Please tell us the following as it relates to the individuals who are actually preparing the U.S. GAAP financial statements:
a) what role he or she takes in preparing your financial statements and evaluating the effectiveness of your internal control;
b) what relevant education and ongoing training he or she has had relating to U.S. GAAP;
c) the nature of his or her contractual or other relationship to you;
d) whether he or she holds and maintains any professional designations such as Certified Public Accountant (U.S.) or Certified Management Accountant; and
e) about his or her professional experience, including experience in preparing and/or auditing financial statements prepared in accordance with U.S. GAAP and evaluating effectiveness of internal control over financial reporting.
Response: Our Financial Manager, who is an employee of the Company, prepares our financial statements, while our Chief Financial Officer is responsible for evaluating the effectiveness of our internal controls. Our Financial Manager has taken courses on U.S. GAAP accounting as part of
Table of Contents
John Reynolds
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
February 28,
Page of 10
her university education but does not hold any professional designations. In addition, from December 2007 to September 2009, she was employed in the financial department of Tiens Biotech, Inc., where she was responsible for preparing the company’s financial statements including making adjustments to convert the financial statements into U.S. GAAP.
Staff Comment 15. Based on your responses to our prior comments 24 through 29 regarding the preparation of your financial statements and management’s assessment of your internal control over financial reporting, please revise your risk factors that describe those factors that impact your ability to prepare financial statements and maintain your books and records in U.S. GAAP. These factors would include the fact that your books and records are maintained and prepared in PRC GAAP and the employees who have primary responsibilities of preparing and supervising the preparation of the financial statements under U.S. GAAP do not have knowledge of and professional experience with U.S. GAAP and SEC rules and regulations. In addition, please confirm to us that you will evaluate these factors in the future in concluding on the effectiveness of disclosure controls and procedures under Item 307 of Regulation S-K and internal control over financial reporting under Item 308 of Regulation S-K, as applicable.
Response: We have revised our risk factors in the Amended 8-K to describe those factors that impact our ability to prepare financial statements and maintain our books and records in U.S. GAAP.
Management’s Discussion and Analysis and Plan of Operation, page 42
Staff Comment 16. We reissue comment 30 of our letter dated November 5, 2010. The Management’s Discussion and Analysis section is one of the most critical aspects of your disclosure. As such, we request that you revise this section to provide a more detailed executive overview to discuss the events, trends, and uncertainties that management views as most critical to your future revenues, financial position, liquidity, plan of operations, and results of operations, to the extent known and foreseeable. To assist you in this regard, please refer to the Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations. Release Nos. 33-8350 (December 19, 2003) at http://www.sec.gov/rules/interp/33-8350.htm. This guidance is intended to elicit more meaningful disclosure in MD&A in a number of areas, including the overall presentation and focus of MD&A, with general emphasis on the discussion and analysis of known trends, demands, commitments, events and uncertainties, and specific guidance on disclosures about liquidity, capital resources, and critical accounting.
Response: We have revised our disclosure in the Executive Overview of the Management’s Discussion and Analysis section of the Amended 8-K to add more detail regarding future trends, events and uncertainties that are critical to the Company’s future revenues, financial position, liquidity and results of operations.
Liquidity and Capital Resources, page 46
Staff Comment 17. We note your response to comment 36 of our letter dated November 5, 2010, and we reissue it. It appears that the CITIC trust investment relates to the periods covered by your financial statements and management’s discussion and analysis included with your Form 10-K. Thus, please
Table of Contents
John Reynolds
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
February 28,
Page of 10
provide a more detailed description of the investment trust product and file it as an exhibit, or provide us with an analysis why such disclosure is not necess
Show Raw Text
CORRESP 1 filename1.htm Response Letter Table of Contents Joway Health Industries Group Inc. (f/k/a G2 Ventures, Inc.) 16th Floor, Tianjin Global Zhiye Square, 309 Nanjing Road Nankai District, Tianjin, PRC February 28, 2011 John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, DC 20549 Re: G2 Ventures, Inc. Form 8-K Filed on October 7, 2010 File: 333-108715 Dear Mr. Reynolds: This letter responds to certain comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter from the Staff to Joway Health Industries Group Inc. (formerly G2 Ventures, Inc.) (the “Company”) dated January 28, 2011. For your convenience, we have included each of the Staff’s comments in italics before each of the Company’s responses. References in this letter to “we,” “our” or “us” mean the Company or its advisors, as the context may require. General Staff Comment 1. Given the large number of outstanding comments, please file an amended Form 8-K to address the comments below in addition to the revisions provided in your supplemental response dated December 23, 2010, as opposed to providing supplemental draft disclosure in a response letter. Please note that we may have additional comments to proposed changes in your response letter, depending upon the actual changes made in the amended Form 8-K. Response: We have included with our responses to the SEC’s comments a Current Report on Form 8-K/A (the “Amended 8-K”) which addresses the comments set forth below as well as the SEC’s comments included in its letter dated November 5, 2010. Staff Comment 2. We note you have responded that you will revise your Form 8-K to address many of our comments, but you do not provide specific draft disclosure. We are unable to determine whether your prospective changes address our concerns. We reissue comments 10, 13, 17, 21, 37-42, 44-46, 48 and 50 of our letter dated November 5, 2010. Response: See our response to Staff Comment 1. Entry into a Material Definitive Agreement, page 5 Table of Contents John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance February 28, 2011 Page 2 of 10 Staff Comment 3. We note your response to comment four of our letter dated November 5, 2010, and we reissue it. Mr. Zhang Jinghe owns 99% of the Joway Group and held a controlling interest prior to the creation of Junhe Consulting and Dynamic Elite. Please revise your current report to clarify the consideration Mr. Xhang Jinghe received in order to enter into the VIE agreements which transferred the economic benefits and control of the Joway Group to Crystal Globe and its subsidiaries. Also, please revise to clarify the circumstances or agreements that led Mr. Zhang Jinghe to become the executive director of Junhe Consulting. Clarify who controlled Crystal Globe when it owned Dynamic Elite, and to the extent that Mr. Zhang Jinghe retains any beneficial ownership of the shares of Crystal Globe, please revise accordingly. To the extent that there are any agreements, written or otherwise, regarding the ownership or control of Crystal Globe, please disclose and file as exhibits. Response: We have included in the Amended 8-K additional disclosure to clarify the consideration the shareholders of the Joway Group received for entering into the VIE Agreements. In addition, we have included additional disclosure to clarify how Mr. Zhang Jinghe became the executive director of Junhe Consulting. The Amended 8-K also clarifies who controlled Crystal Globe when it owned Dynamic Elite, and whether Mr. Zhang Jinghe retains any beneficial ownership of the shares of Crystal Globe. Staff Comment 4. We note your response to comment five of our letter dated November 5, 2010, and we reissue it. Please incorporate your response in your amended Form 8-k/A as to the estimated option price. Also, please clarify whether Mr. Zhange Jinghe, as the executive director of Junhe Consulting, has sole discretion in exercising the option. Response: We have included in the Amended 8-K additional disclosure to provide the estimated price of the Call Option and whether Mr. Zhange Jinghe has sole discretion to exercise the Call Option. We will also file a copy of the Call Option as an exhibit to the Amended 8-K. Staff Comment 5. We partially reissue comment six of our letter dated November 5, 2010. Please disclose any relationships, connections or agreements between Crystal Globe and Zhang Jinghe. Response: We have included in the Amended 8-K additional disclosure of all relationships, connections or agreements between Crystal Globe and Zhang Jinghe. Corporate Structure and History, page 6 Staff Comment 6. We reissue comment eight of our letter dated November 5, 2010. Please revise to disclose the material terms of the July 25, 2020 and July 28, 2010 share acquisition agreements with Chen Jingyum and Wang Aiying to sell their shares to the Joway Group. Response: We have included in the Amended 8-K additional disclosure of the material terms of the July 25, 2020 and July 28, 2010 share acquisition agreements with Chen Jingyun and Wang Aiying and we will file copies of the share acquisition agreements as exhibits to the Amended 8-K. Table of Contents John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance February 28, 2011 Page 3 of 10 Staff Comment 7. We note your response to comment 11 of our letter dated November 5, 2010, and we reissue it in part. Please revise to briefly describe the Law of the People’s Republic of China on Wholly Foreign-Owned Enterprises and explain why such local approval is needed under the regulation. Response: We have included in the Amended 8-K additional disclosure to briefly describe the Law of the People’s Republic of China on Wholly Foreign-Owned Enterprises and explain why such local approval is needed under the regulations. Description of Business, page 9 Staff Comment 8. We note your response to comments 12 and 15 of our letter dated November 5, 2010 and we reissue them. We have reviewed your documents that you submitted and are unable to locate any references that “tourmaline is believed to have the advantage of improving human body circulation, relieving stress, increasing mental alertness and strengthening the immune system function.” Please provide us supplementally with a table clearly providing each factual or statistical statement from the Form 8-K and the specific location in the course cited for that statement or remove such disclosure. To the extent that you cite to information regarding tourmaline gemstone, please provide the basis for believing this information also applies to liquid tourmaline or provide a citation to support your believe that liquid tourmaline provides the same function and benefits as tourmaline gemstone. Response: We will provide you supplementally with a table that provides each factual or statistical statement from the Form 8-K and the specific location in the course cited for that statement, including the basis for believing this information also applies to liquid tourmaline. Staff Comment 9. We note your response to comment 14 of our letter dated November 5, 2010, and we reissue it. Please advise us the identity of the supplier that used the “Joway Group” name on your website address http://en.joway.cn/page/html/index.php. Also, please revise to clarify the relationship between the firms, its use of the Joway Group name in other situations, and whether there is any confusion as to the two entities. To the extent that you used this website, please explain, as the information on the website appeared to be that of a supplier. Response: We reiterate that the website cited in your comment was owned by the Joway Group and no supplier used the Joway Group name. In the Company’s former website, information was included with respect to Joway Group and its subsidiaries. In addition, the website also included information of Shengyang Joway, a related party company from whom the Company licenses certain trademarks and from whom the Company purchased inventory. The transactions with Shengyang are disclosed as related party transactions in the Amended 8-K. The website has been shut down while it undergoes reconstruction. Staff Comment 10. Please incorporate your response to comment 22 of our letter dated November 5, 2010 in your amended report. Response: We have incorporated our response to comment 22 of the SEC’s letter dated November 5, 2010 in the Amended 8-K. Staff Comment 11. We note your response to comment 23 of our letter dated November 5, 2010, and we reissue it. Please revise to provide a more thorough explanation how the environmental laws that are listed in your response apply to the Company and explain why your environmental compliance costs are minimal. For instance, you do not explain if the manufacturer of tourmaline related products does not result in waste pollution, or if you are exempt from such environmental laws, etc. Table of Contents John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance February 28, 2011 Page 4 of 10 Response: We have included in the Amended 8-K additional disclosure to provide a more thorough explanation how the environmental laws that are listed in our response apply to the Company and why our environmental compliance costs are minimal. Staff Comment 12. We note your VIE agreements involve the Joway Group and Junhe Consulting. Please explain whether these VIE agreements have been approved by the appropriate regulatory authorities. We note your proposed revisions in Exhibit A only refer to the approval of the foreign ownership of Junghe Consulting by Dynamic Elite. Response: We have included in the Amended 8-K additional disclosure to explain that no regulatory approval of the VIE Agreements is necessary. Risk Factors, page 29 Staff Comment 13. We note from your response to our prior comments 24 through 29 that your financial statements are prepared in accordance with Chinese GAAP and your CFO is responsible for reviewing the adjustments made to the financial statements to convert them to U.S. GAAP. In addition, you state that your CFO’s U.S. GAAP experience was obtained from working for a U.S. listed company. Please provide us with a detailed discussion of the relevant education and ongoing training your CFO has had related to U.S. GAAP. Response: Our Chief Financial Officer has taken courses on U.S. GAAP accounting as part of his university education. Staff Comment 14. We note from your response in our prior comments 24 through 29 that your CFO is responsible for reviewing the adjustments made to the financial statements to convert them to U.S. GAAP. Please tell us the following as it relates to the individuals who are actually preparing the U.S. GAAP financial statements: a) what role he or she takes in preparing your financial statements and evaluating the effectiveness of your internal control; b) what relevant education and ongoing training he or she has had relating to U.S. GAAP; c) the nature of his or her contractual or other relationship to you; d) whether he or she holds and maintains any professional designations such as Certified Public Accountant (U.S.) or Certified Management Accountant; and e) about his or her professional experience, including experience in preparing and/or auditing financial statements prepared in accordance with U.S. GAAP and evaluating effectiveness of internal control over financial reporting. Response: Our Financial Manager, who is an employee of the Company, prepares our financial statements, while our Chief Financial Officer is responsible for evaluating the effectiveness of our internal controls. Our Financial Manager has taken courses on U.S. GAAP accounting as part of Table of Contents John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance February 28, 2011 Page 5 of 10 her university education but does not hold any professional designations. In addition, from December 2007 to September 2009, she was employed in the financial department of Tiens Biotech, Inc., where she was responsible for preparing the company’s financial statements including making adjustments to convert the financial statements into U.S. GAAP. Staff Comment 15. Based on your responses to our prior comments 24 through 29 regarding the preparation of your financial statements and management’s assessment of your internal control over financial reporting, please revise your risk factors that describe those factors that impact your ability to prepare financial statements and maintain your books and records in U.S. GAAP. These factors would include the fact that your books and records are maintained and prepared in PRC GAAP and the employees who have primary responsibilities of preparing and supervising the preparation of the financial statements under U.S. GAAP do not have knowledge of and professional experience with U.S. GAAP and SEC rules and regulations. In addition, please confirm to us that you will evaluate these factors in the future in concluding on the effectiveness of disclosure controls and procedures under Item 307 of Regulation S-K and internal control over financial reporting under Item 308 of Regulation S-K, as applicable. Response: We have revised our risk factors in the Amended 8-K to describe those factors that impact our ability to prepare financial statements and maintain our books and records in U.S. GAAP. Management’s Discussion and Analysis and Plan of Operation, page 42 Staff Comment 16. We reissue comment 30 of our letter dated November 5, 2010. The Management’s Discussion and Analysis section is one of the most critical aspects of your disclosure. As such, we request that you revise this section to provide a more detailed executive overview to discuss the events, trends, and uncertainties that management views as most critical to your future revenues, financial position, liquidity, plan of operations, and results of operations, to the extent known and foreseeable. To assist you in this regard, please refer to the Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations. Release Nos. 33-8350 (December 19, 2003) at http://www.sec.gov/rules/interp/33-8350.htm. This guidance is intended to elicit more meaningful disclosure in MD&A in a number of areas, including the overall presentation and focus of MD&A, with general emphasis on the discussion and analysis of known trends, demands, commitments, events and uncertainties, and specific guidance on disclosures about liquidity, capital resources, and critical accounting. Response: We have revised our disclosure in the Executive Overview of the Management’s Discussion and Analysis section of the Amended 8-K to add more detail regarding future trends, events and uncertainties that are critical to the Company’s future revenues, financial position, liquidity and results of operations. Liquidity and Capital Resources, page 46 Staff Comment 17. We note your response to comment 36 of our letter dated November 5, 2010, and we reissue it. It appears that the CITIC trust investment relates to the periods covered by your financial statements and management’s discussion and analysis included with your Form 10-K. Thus, please Table of Contents John Reynolds Assistant Director United States Securities and Exchange Commission Division of Corporation Finance February 28, 2011 Page 6 of 10 provide a more detailed description of the investment trust product and file it as an exhibit, or provide us with an analysis why such disclosure is not necess