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SEC Company Response from 22nd Century Group, Inc. (XXII) (CIK 0001347858) (XXII) — Jun 18, 2009

22nd Century Group, Inc. (XXII) (CIK 0001347858)
Date: June 18, 2009 · CIK: 0001347858 · Accession: 0001144204-09-033311

AI Filing Summary & Sentiment

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Summary

Reasoning

File numbers found in text: 333-130696

Date
September 30, 2008
Author
Touchstone
Form
CORRESP
Company
22nd Century Group, Inc. (XXII) (CIK 0001347858)

Letter

Touchstone Mining Limited

SW 37 Terrace

Miami, Florida 33175

June 18,

VIA EDGAR

U.S. Securities and Exchange Commission

Washington, DC 20549-7010

Attn: Karl Hiller and Craig Arakawa

Re:

Touchstone Mining Limited

Form 10-K for the Fiscal Year Ended September 30, 2008

Filed December 29, 2008

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

Filed May 20, 2009

File No. 333-130696

Gentlemen:

Touchstone Mining Limited (the “Company”) is in receipt of your June 9, 2009 letter (the “Letter”) to Nanuk Warman containing comments to the captioned filings. The Company has amended the captioned filings under cover of Forms 10-K/A and 10-Q/A to address such comments. Set forth below are your comments, indicated in bold, together with responses thereto by the Company.

Form 10-K for the Fiscal Year Ended September 30, 2008

Controls and Procedures, page 12

1.

Please disclose the conclusions of management, regarding the effectiveness of your internal control over financial reporting as of September 30, 2008, to comply with Item 308 of Regulation S-K.

Item 9A[T] of the captioned 10-K has been amended to disclose that the Company’s internal control over financial reporting was effective as of September 30, 2008.

Financial Statements

Report of Independent Registered Public Accounting Firm, Page F-2

2.

We note that your auditors have placed reliance on the work of other auditors in rendering their audit opinion on the inception-to-date information, for that portion of the cumulative period from September 12, 2005 (inception) through September 30, 2006. Given this reliance, you will need to include the report of the prior auditors upon whom reliance is being placed, provided that you are able to obtain their permission.

If this is not feasible, your present auditors should remove the reference to the other auditors in their opinion. Under these circumstances, you will need to obtain a new audit of the inception-to-date information or revise your financial statements to identify the cumulative activity as “un-audited.”

The present auditors have removed the reference to the other auditors in their opinion. Further, the financial statements have been revised to identify the cumulative activity as “un-audited.”

Exhibits

3.

The certifications you attached as Exhibits 31 to your September 30, 2008 Form 10-K and your subsequent interim periodic reports on Form 10-Q, do not conform to the requirements of Item 601 (b)(31) of Regulation S-K as you have omitted the language pertaining to your responsibility for internal control over financial reporting, required in the introductory section of paragraph 4. Please revise your annual and interim certifications to comply with your reporting obligations.

The Exhibit 31 Certification in the captioned filings have been revised to conform to the requirements of Item 601 (b)(31) of Regulation S-K.

In responding to your comments we acknowledge 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.

Sincerely,
Touchstone
Mining Limited

Show Raw Text
CORRESP
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filename1.htm

    Touchstone
Mining Limited

    11923
SW 37 Terrace

    Miami,
Florida  33175

    June 18,
2009

    VIA
EDGAR

    U.S.
Securities and Exchange Commission

    Washington,
DC 20549-7010

    Attn:  Karl
Hiller and Craig Arakawa

                    Re:

                    Touchstone
      Mining Limited

                    Form
      10-K for the Fiscal Year Ended September 30, 2008

                    Filed
      December 29, 2008

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

                    Filed
      May 20, 2009

                    File
      No.
333-130696

    Gentlemen:

    Touchstone
Mining Limited (the “Company”) is in receipt of your June 9, 2009 letter (the
“Letter”) to Nanuk Warman containing comments to the captioned
filings.  The Company has amended the captioned filings under cover of
Forms 10-K/A and 10-Q/A to address such comments.  Set forth below are
your comments, indicated in bold, together with responses thereto by the
Company.

    Form 10-K for the Fiscal
Year Ended September 30, 2008

    Controls and Procedures,
page 12

              1.

              Please disclose the conclusions
      of management, regarding the effectiveness of your internal control over
      financial reporting as of September 30, 2008, to comply with Item 308 of
      Regulation S-K.

    Item
9A[T] of the captioned 10-K has been amended to disclose that the Company’s
internal control over financial reporting was effective as of September 30,
2008.

    Financial
Statements

    Report of Independent
Registered Public Accounting Firm, Page F-2

              2.

              We
      note that your auditors have placed reliance on the work of other auditors
      in rendering their audit opinion on the inception-to-date information, for
      that portion of the cumulative period from September 12, 2005 (inception)
      through September 30, 2006. Given this reliance, you will need to include
      the report of the prior auditors upon whom reliance is being placed,
      provided that you are able to obtain their
  permission.

    If
this is not feasible, your present auditors should remove the reference to the
other auditors in their opinion. Under these circumstances, you will need to
obtain a new audit of the inception-to-date information or revise your financial
statements to identify the cumulative activity as “un-audited.”

    The
present auditors have removed the reference to the other auditors in their
opinion.  Further, the financial statements have been revised to
identify the cumulative activity as “un-audited.”

    Exhibits

              3.

              The
      certifications you attached as Exhibits 31 to your September 30, 2008 Form
      10-K and your subsequent interim periodic reports on Form 10-Q, do not
      conform to the requirements of Item 601 (b)(31) of Regulation S-K as you
      have omitted the language pertaining to your responsibility for internal
      control over financial reporting, required in the introductory section of
      paragraph 4. Please revise your annual and interim certifications to
      comply with your reporting
obligations.

    The
Exhibit 31 Certification in the captioned filings have been revised to conform
to the requirements of Item 601 (b)(31) of Regulation S-K.

    In
responding to your comments we acknowledge 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.

    Sincerely,

    Touchstone
Mining Limited

                  By:

                  /s/ Nanuk Warman

                  Name:  Nanuk
      Warman

                  Title:  President

        2