Amendment to Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K/A Dravco Mining Inc. Form 10-K/A-1 for December 31, HTML 63K
2008
4: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 43K
2: EX-31.1 Sarbanes-Oxley Section 302 Certification of CEO HTML 11K
and CFO
3: EX-32.1 Sarbanes-Oxley Section 906 Certification of CEO HTML 8K
and CFO
Delayed-Release ‘CORRESP’ — Comment-Response or Other Letter to the SEC
With
reference to your facsimile of July 27, 2009 we will be amending our filing and
will file the amended Form 10-K for fiscal year ended December 31, 2008 via the
Edgar filing system.
The
amendment to Form 10-K is being filed to amend the disclosure under “Item 9A-
Controls and Procedures”, and to amend Exhibit 31.1; so that the certification
does not exclude the internal control over financial reporting language from the
introductory portion of paragraph 4.
We have
provided our response to the comments raised in your facsimile of July 27, 2009
below as follows:
We
note your disclosure stating, “We have also evaluated our internal
controls for financial reporting during the last fiscal quarter, and there
have been no significant changes in our internal controls or in other
factors that could significantly affect those controls subsequent to the
date of their last evaluation.”
The
guidance in Item 308T (b) of Regulation S-K requires that you disclose
any change in
your internal control over financial
reporting identified in connection with the evaluation that occurred
during your last fiscal
quarter that has materially affected, or is reasonably likely to
materially affect, your internal control over financial
reporting.
Please
revise your disclosure accordingly. This issue also applies to your
interim report for the fiscal quarter ended March 31, 2009.
Management
has revised the disclosure under Controls and Procedures – Changes in Internal
Controls in the Form 10-K for the fiscal year ended December 31, 2008, to read
as follows:
Changes in Internal
Controls
“There
were no changes in our internal control over financial reporting during the
quarter ended December 31, 2008 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.”
Management’s Report on
Internal Control over Financial Reporting, page 31
2.
We
note your disclosure concluding that you did not maintain effective
internal control over financial reporting as of December 31, 2008 because
you had identified several control deficiencies that constituted material
weakness in your internal control over financial reporting during your
evaluation.
However,
we see that you also concluded that your disclosure controls and procedures were
effective as of December 31, 2008, and as of your fiscal quarter ended March 31,2009. Given that you have identified several material weaknesses in
your internal control over financial reporting, please explain your rationale
for your conclusions on the effectiveness of disclosure controls and
procedure.
You
may wish to refer to the guidance in Section 2 of Final Rule Release 33-8238 on
our website at the following address:
We
concluded that our disclosure controls and procedures were effective for the
fiscal year ended December 31, 2008 and the fiscal quarter ended March 31, 2009
because we held the position that the material weaknesses we identified in our
internal control over financial reporting (ICFR) did not necessarily indicate a
deficiency in our disclosure controls and procedures.
We have discussed this matter with our
auditors, who are of the opinion that if the ICFR has material weaknesses and is
concluded to be ineffective than the disclosure controls and procedures are
ineffective. We have revised our disclosures in the Form 10-K for
the fiscal year ended December 31, 2008 to disclose management’s revised
conclusion on the effectiveness of our disclosure controls and procedures. The
revised disclosure reads as follows:
Under the supervision
and with the participation of our management, including the Principal Executive
Officer and Principal Financial Officer, we have evaluated the effectiveness of
our disclosure controls and procedures as required by Exchange Act Rule
13a-15(b) as of the end of the period covered by this report. Based on that
evaluation, the Principal Executive Officer and Principal Financial Officer have
concluded that our disclosure controls and procedures are not effective since
the following material weaknesses exist:
(i)
The
Company’s management is relying on external consultants for purposes of
preparing its financial reporting package; the Company’s sole officer may
not be able to identify errors and irregularities in the financial
reporting package before its release as a continuous disclosure
document.
(ii)
As
the Company is governed by one officer who is also the only director,
there is an inherent lack of segregation of duties and lack of independent
governing board.
(iii)
The
Company does not have standard procedures in place to ensure that the
financial statements agree to the underlying source documents and
accounting records, that all of its transactions are completely reflected
in the financial statements.
(iv)
There are no controls in place to
ensure that expenses are recorded when incurred, as opposed to when
invoices are presented by suppliers, increasing the risk of incomplete
expenses and accrued
liabilities.
We
note your officer’s certification does not conform to the guidance in Item
601(b)(31)(i) of Regulation S-K, as it is missing the language about
internal control over financial reporting in the introductory section of
paragraph 4. Please revise your certification
accordingly.
Management
has revised Exhibit 31.1 in the Form 10-K to include the internal control over
financial reporting language from the introductory portion of paragraph 4. The
revised certification reads as follows:
1. I
have reviewed this annual report on Form 10-K/A-1 of DRAVCO MINING
INC.;
2. Based
on my knowledge, this annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;
3. Based
on my knowledge, the financial statement, and other financial information
included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;
4.
I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under my supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to me by others within those entities, particularly during the
period in which this report is being prepared;
b) designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under my supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) evaluated
the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report my conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d) disclosed
in this report any change in the registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. I
have disclosed, based on my most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent
function):
a) all
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal controls over financial
reporting.
In
furtherance, the Company would like to acknowledge
that:
·
the
company is responsible for the adequacy and accuracy of the disclosure in
their filings;
·
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.
We trust
that we have adequately addressed all of the comments as raised.
