SEC Comment Letter for HIGH WIRE NETWORKS, (HWNI) — Oct 2, 2017
HIGH WIRE NETWORKS, INC.
Date: Oct. 2, 2017 · CIK: 0001413891 · Accession: 0000000000-17-034977
AI Filing Summary & Sentiment
Letter
Mail Stop 3030 October 2, 2017 Via E -mail Roger Ponder Chief Executive Officer Mantra Venture Group Ltd. 300 Crown Oak Centre Drive Longwood, FL 32750
Re: Mantra Venture Group Ltd. Amendment No. 4 to Preliminary Proxy Statement on Schedule 14A Filed September 26, 2017 File No. 000 -53461
Dear Mr. Ponder :
We have limited our review of your amended filing to the issues we have addressed in our comment .
Please respond to this comment within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comment appl ies to your facts and circumstances , please tell us why in your response.
After review ing your response to this comment, we may have additional comments.
Form 10 -K for the Fiscal Year Ended May 31, 2017
Report of Independent Registered Public Accounting Firm, page F -2
1. We note that the opinion of Sadler, Gibb & Associates, LL C does not opine on the financial position of Mantra Venture Group Ltd. as of May 31, 2016 . Please amend your filing to include an auditor’s report that opines on the financial position of the company as of both May 31, 2017 and May 31, 2016, and the resu lts of its operations and its cash flows for each of the years then ended. Refer to Rule 2 -02(c)(1) of Regulation S -X and AS3101.08 of the PCAOB Standards.
We remind you that the company and its management are responsible for the accuracy and adequacy o f their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Roger Ponder Mantra Venture Group Ltd. October 2 , 2017 Page 2
You may contact David Burton at (202) 551 -3626 or Martin James, Senior Assistant Chief Accountant, at (202) 551 -3671 if you have questions regarding com ments on the financial statements and related matters. Please contact Caleb French at (202) 551 -6947 or Geoff Kruczek, Special Counsel, at (202) 551 -3641 with any other questions.
Sincerely,
/s/ Geoff Kruczek for
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Mail Stop 3030 October 2, 2017 Via E -mail Roger Ponder Chief Executive Officer Mantra Venture Group Ltd. 300 Crown Oak Centre Drive Longwood, FL 32750 Re: Mantra Venture Group Ltd. Amendment No. 4 to Preliminary Proxy Statement on Schedule 14A Filed September 26, 2017 File No. 000 -53461 Dear Mr. Ponder : We have limited our review of your amended filing to the issues we have addressed in our comment . Please respond to this comment within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comment appl ies to your facts and circumstances , please tell us why in your response. After review ing your response to this comment, we may have additional comments. Form 10 -K for the Fiscal Year Ended May 31, 2017 Report of Independent Registered Public Accounting Firm, page F -2 1. We note that the opinion of Sadler, Gibb & Associates, LL C does not opine on the financial position of Mantra Venture Group Ltd. as of May 31, 2016 . Please amend your filing to include an auditor’s report that opines on the financial position of the company as of both May 31, 2017 and May 31, 2016, and the resu lts of its operations and its cash flows for each of the years then ended. Refer to Rule 2 -02(c)(1) of Regulation S -X and AS3101.08 of the PCAOB Standards. We remind you that the company and its management are responsible for the accuracy and adequacy o f their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Roger Ponder Mantra Venture Group Ltd. October 2 , 2017 Page 2 You may contact David Burton at (202) 551 -3626 or Martin James, Senior Assistant Chief Accountant, at (202) 551 -3671 if you have questions regarding com ments on the financial statements and related matters. Please contact Caleb French at (202) 551 -6947 or Geoff Kruczek, Special Counsel, at (202) 551 -3641 with any other questions. Sincerely, /s/ Geoff Kruczek for Amanda Ravitz Assistant Director Office of Electronics and Machinery cc: Gene Levin, Esq. Pryor Cashman LLP