SEC Comment Letter for ENDEAVOUR SILVER CORP (EXK) (CIK 0001277866) (EXK) — Sep 24, 2008
ENDEAVOUR SILVER CORP (EXK) (CIK 0001277866)
Date: Sept. 24, 2008 · CIK: 0001277866 · Accession: 0000000000-08-048178
AI Filing Summary & Sentiment
Reasoning
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 7010 September 23, 2008 Bradford Cooke Chairman and CEO Endeavour Silver Corp. #301-700 West Pender Street Vancouver, British Columbia Canada, V6C 1G8 Re: Endeavour Silver Corp. Annual report for the fiscal year ended Dec. 31, 2007 Filed April 7, 2008 File No. 1-33153
Dear Mr. Cooke:
We have reviewed your filing and have the following comments. Where indicated, we think you should re vise 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 deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments. Please understand that the purpose of our re view 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 40-F filed April 7, 2008
Cover Page
1. Please update the address of your agent for service of process in the United States to include the agent’ s city, state, and zip code.
Bradford Cooke Endeavour Silver Corp. September 23, 2008 Page 2 Management’s Report on Internal Control Over Financial Reporting, page 5
2. Please revise to describe the events surrounding the determin ation that you did not maintain effective internal control over financial report ing, including who identified the weaknesses and when th e material weaknesses first began. Include dates of corrective actions and a ny associated material costs. Finally, with respect to future actions that wi ll be taken to remediate the weakness, disclose when they are to occur and any associated material costs. Please be sure to address when you intend to ta ke corrective action with respect to communicating employees’ duties over financial reporting.
Changes in Internal Controls Over Financial Reporting, page 7
3. You state that “[e]xcept for the changes discussed above, there have been no changes that occurred du ring the period covered by this report that have materially affected, or are reasonably lik ely to materially affect, our internal control over financial reporting.” Revi se to state clearly that there were changes in your internal control over fi nancial reporting that occurred during this period that have materially affecte d, or are reasonably lik ely to materially affect, your internal cont rol over financial reporting.
Closing Comments
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provid e us with a response. You may wish to provide us with marked copies of the amendm ent 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 co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Bradford Cooke Endeavour Silver Corp. September 23, 2008 Page 3 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 comment s do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. Please contact John Lucas at (202) 55 1-5798 or me at (202) 551-3611 with any questions. Sincerely,
Anne Nguyen Parker Branch Chief cc: J. Lucas Kenneth G. Sam, Esquire (303) 629-3450
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
September 23, 2008
Bradford Cooke Chairman and CEO Endeavour Silver Corp. #301-700 West Pender Street Vancouver, British Columbia Canada, V6C 1G8
Re: Endeavour Silver Corp.
Annual report for the fiscal year ended Dec. 31, 2007
Filed April 7, 2008
File No. 1-33153
Dear Mr. Cooke:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view 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 40-F filed April 7, 2008
Cover Page
1. Please update the address of your agent for service of process in the United
States to include the agent’ s city, state, and zip code.
Bradford Cooke
Endeavour Silver Corp.
September 23, 2008 Page 2 Management’s Report on Internal Control Over Financial Reporting, page 5
2. Please revise to describe the events surrounding the determin ation that you did
not maintain effective internal control over financial report ing, including who
identified the weaknesses and when th e material weaknesses first began.
Include dates of corrective actions and a ny associated material costs. Finally,
with respect to future actions that wi ll be taken to remediate the weakness,
disclose when they are to occur and any associated material costs. Please be
sure to address when you intend to ta ke corrective action with respect to
communicating employees’ duties over financial reporting.
Changes in Internal Controls Over Financial Reporting, page 7
3. You state that “[e]xcept for the changes discussed above, there have been no
changes that occurred du ring the period covered by this report that have
materially affected, or are reasonably lik ely to materially affect, our internal
control over financial reporting.” Revi se to state clearly that there were
changes in your internal control over fi nancial reporting that occurred during
this period that have materially affecte d, or are reasonably lik ely to materially
affect, your internal cont rol over financial reporting.
Closing Comments
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response. You may wish to
provide us with marked copies of the amendm ent 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 co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
Bradford Cooke
Endeavour Silver Corp. September 23, 2008 Page 3
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 comment s do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing. Please contact John Lucas at (202) 55 1-5798 or me at (202) 551-3611 with any
questions.
Sincerely,
Anne Nguyen Parker Branch Chief
cc: J. Lucas Kenneth G. Sam, Esquire (303) 629-3450