SEC Comment Letter for HIGH WIRE NETWORKS, (HWNI) — Jun 10, 2009
HIGH WIRE NETWORKS, INC.
Date: June 10, 2009 · CIK: 0001413891 · Accession: 0000000000-09-030814
AI Filing Summary & Sentiment
File numbers found in text: 000-53461
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Mail Stop 3030 June 10, 2009 Via Facsimile and U.S. Mail Mr. Dennis Petke Chief Financial Officer Mantra Venture Group Ltd. 1205 – 207 West Hastings Street Vancouver, British Columbia, Canada V6B 1H7 Re: Mantra Venture Group Ltd. Form 10-K for the Year Ended May 31, 2008 Filed September 15, 2008 File No. 000-53461
Dear Mr. Petke: We have reviewed your response letter da ted June 5, 2009 and we have the following additional comments. Where indi cated, we think you should revise your documents to these comments. If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary. Please be as detailed as necess ary in your explanation. In our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this info rmation, we may raise additional comments.
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.
Mantra Venture Group Ltd. Mr. Dennis Petke June 10, 2009 Page 2 Form 10-K for the Fiscal Year Ended May 31, 2008
Note 3. Intangible Assets, page F-10
1. Please refer to our prior comment 5. As prev iously requested, please explain to us how this technology has reached technological f easibility and meets the definition of an intangible asset outlined in paragraph 39 of SFAS 141.
Item 9A(T). Controls and Procedures, page 34
2. We note your response to prior comment 9. Please amend your May 31, 2008 Form 10-K to include the disclosure included within your response related to management’s conclusion on the effectiveness of your disclo sure controls and procedures as of May 31, 2008. 3. We note from your responses to prior comments 9 and 12 that you have reached a conclusion that your disclosure controls and procedures were not effective as of May 31, 2008, August 31, 2008, November 31, 2008 and February 28, 2009. However, it is still unclear if management identified any materi al weaknesses at each reporting date and management’s plans, if any, or actions alre ady undertaken for remediating the material weaknesses identified. Please advise.
As appropriate, please amend your 2008 Form 10-K and respond to these comments within 10 business days or tell us when you will pr ovide us with a response. You may wish to provide us with marked copies of the amendments to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested. Detailed cover letters greatly facilitate our review. Please file your cover letter on EDGAR. Please understand that we may have additional comments after reviewing your amendments and responses to our comments. You may contact Tara Harkins, Staff Accountant, at (202) 551-3639 or me at (202) 551- 3643 if you have questions regarding these comments. In this regard, do no t hesitate to contact Martin James, Senior Assistant Chief Accountant, at (202) 551-3671.
S i n c e r e l y ,
Kevin L. Vaughn A c c o u n t i n g B r a n c h C h i e f
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Mail Stop 3030
June 10, 2009
Via Facsimile and U.S. Mail
Mr. Dennis Petke Chief Financial Officer Mantra Venture Group Ltd. 1205 – 207 West Hastings Street Vancouver, British Columbia, Canada V6B 1H7
Re: Mantra Venture Group Ltd.
Form 10-K for the Year Ended May 31, 2008
Filed September 15, 2008 File No. 000-53461
Dear Mr. Petke:
We have reviewed your response letter da ted June 5, 2009 and we have the following
additional comments. Where indi cated, we think you should revise your documents to these
comments. If you disagree, we will consider your explanation as to why our comments are
inapplicable or a revision is unnecessary. Please be as detailed as necess ary in your explanation.
In our comments, we may ask you to provide us with information so we may better understand
your disclosure. After reviewing this info rmation, we may raise additional comments.
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.
Mantra Venture Group Ltd.
Mr. Dennis Petke June 10, 2009 Page 2
Form 10-K for the Fiscal Year Ended May 31, 2008
Note 3. Intangible Assets, page F-10
1. Please refer to our prior comment 5. As prev iously requested, please explain to us how
this technology has reached technological f easibility and meets the definition of an
intangible asset outlined in paragraph 39 of SFAS 141.
Item 9A(T). Controls and Procedures, page 34
2. We note your response to prior comment 9. Please amend your May 31, 2008 Form 10-K
to include the disclosure included within your response related to management’s
conclusion on the effectiveness of your disclo sure controls and procedures as of May 31,
2008.
3. We note from your responses to prior comments 9 and 12 that you have reached a
conclusion that your disclosure controls and procedures were not effective as of May 31,
2008, August 31, 2008, November 31, 2008 and February 28, 2009. However, it is still unclear if management identified any materi al weaknesses at each reporting date and
management’s plans, if any, or actions alre ady undertaken for remediating the material
weaknesses identified. Please advise.
As appropriate, please amend your 2008 Form 10-K and respond to these comments
within 10 business days or tell us when you will pr ovide us with a response. You may wish to
provide us with marked copies of the amendments to expedite our review. Please furnish a cover
letter with your amendment that keys your responses to our comments and provides any
requested. Detailed cover letters greatly facilitate our review. Please file your cover letter on
EDGAR. Please understand that we may have additional comments after reviewing your
amendments and responses to our comments.
You may contact Tara Harkins, Staff Accountant, at (202) 551-3639 or me at (202) 551-
3643 if you have questions regarding these comments. In this regard, do no t hesitate to contact
Martin James, Senior Assistant Chief Accountant, at (202) 551-3671.
S i n c e r e l y ,
Kevin L. Vaughn A c c o u n t i n g B r a n c h C h i e f