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
File numbers found in text: 333-130696
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CORRESP
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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
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