January 4, 2006
By facsimile to (214) 659-4401 and U.S. Mail
Mr. Xiangqian Li
Chairman, President, and Chief Executive Officer
China BAK Battery, Inc.
BAK Industrial Park
No. 1 BAK Street
Kuichong Town, Longgang District
Shenzhen, People`s Republic of China
RE: China BAK Battery, Inc., formerly known as Medina Coffee,
Inc.
Pre-effective Amendment 5 to Registration Statement on Form
SB-2
Filed December 20, 2005
File No. 333-122209
Annual Report on Form 10-KSB for the fiscal year ended
December
31, 2004 and
Subsequent Exchange Act Reports
File No. 0-49712
Dear Mr. Li:
We reviewed the filings and have the comments below.
SB-2/A 5
1. If applicable, comments on the SB-2/A5 are comments on the 10-
KSB
and subsequent Exchange Act reports and vice versa.
Principal Stockholders, page 45
2. Identify by footnote or otherwise the natural person or persons
having sole or shared investment control over the securities held
by
The Pinnacle Fund, L.P. Item 403 of Regulation S-K requires
disclosure of all beneficial owners, with reference to beneficial
ownership as it is defined in Rule 13d-3 under the Exchange Act.
Thus, you must identify all persons who, directly or indirectly,
have
or share voting or investment control of the securities.
Report of Independent Registered Public Accounting Firm, page F-1
3. The auditors` report included in your filing is not signed by
your
auditor. Please obtain from your auditors a signed audit report.
Please also ensure that an updated consent is filed with your next
amendment.
4. Your auditors` report references note 7, which discloses the
allocation of depreciation to cost of goods sold, selling, and
general and administration expense. However, your auditors`
report
does not reference note 19 c), which discusses the restatement.
Please obtain from your auditors and include in your next
amendment
an updated auditors` report, which references note 19 c) in their
report. Please also ensure they dual date their report for this
note
to the financial statements.
Financial Statements
5. Please update your disclosures here and elsewhere in the filing
to
include audited financial information for the fiscal year ended
September 30, 2005.
Balance Sheet, page F-2
6. We reviewed your response to our comment 5 from our letter
dated
December 8, 2005 and your revised balance sheet. Although your
response states that you have removed the $3,327,393, which is not
labeled, below total current assets on your balance sheet as of
September 30, 2004, this amount still appears on in your most
recent
amendment. Please advise and revise accordingly.
Statements of Operations, page F-3
7. We read your response to our comment 6 from our letter dated
December 8, 2005 and revised disclosure. It appears as though the
amounts restated to allocate a portion of your depreciation
expense
to cost of good sold were material to your gross profit. Please
revise your statements of operations to label each column as
"restated."
Notes to Financial Statements
19. Restatement of Consolidated Financial Statements, page F-30
8. We read your response to our comments 6 to 8 from our letter
dated
December 8, 2005. Your disclosure included in note 19 to the
financial statements includes information for which you have
determined a restatement is required. It is not sufficient to
merely
include a disclosure in your Form SB-2/A. We refer you to the
instructions in Form 8-K, which states under general instruction
B(1)
that a report on Form 8-K is required to be filed or furnished, as
applicable, upon the occurrence of any one or more of the events
specified in the items in Sections 1-6 and 9 of Form 8-K. Non-
reliance on previously issued financial statements is included in
Section 4. As previously requested, please file an Item 4.02 Form
8-
K referencing each restatement item, for which you have concluded
a
restatement is required. Please also file amended Forms 10-QSB
for
the fiscal quarters ended June 30, 2005 and March 31, 2005 and
amend
your Form 8-K/A filed on April 7, 2005, which includes the audited
financial statements for China BAK Battery for September 30, 2004
and
September 30, 2003.
9. We again remind you that when you file your restated Forms 10-
QSB/A you should appropriately address the following:
* full compliance with APB 20, paragraphs 36 and 37,
* fully update all affected portions of the document, including
MD&A,
* updated Item 3 disclosures should include the following:
a discussion of the restatement and the facts and
circumstances surrounding it,
how the restatement impacted the CEO and CFO`s original
conclusions
regarding the effectiveness of your disclosure controls and
procedures,
changes to internal controls over financial reporting,
and
anticipated changes to disclosure controls and procedures and/or
internal controls over financial reporting to prevent future
misstatements of a similar nature.
Refer to Items 307 and 308(c) of Regulation S-B.
* updated certifications, which should reference Form 10-QSB/A,
rather than Form 10-QSB.
Exhibit 23.1
10. The consent obtained from your auditors does not reference 19
c).
Please obtain an updated consent from your auditors and include
this
in your next amendment.
Other
11. We note your response to prior comment 11 and your intent to
respond by amendments to comments 21-23 in our October 24, 2005
letter. Allow us sufficient time to review the amendments before
requesting acceleration of the registration statement`s
effectiveness.
Closing
File amendments to the SB-2, the 10-KSB, the June 30, 2005
10-
QSB, and the 8-K dated September 14, 2005 and filed September 15,
2005 in response to the comments. To expedite our review, China
BAK
Battery may wish to provide us three marked courtesy copies of the
amendments. Include with the filings any supplemental information
requested and a cover letter tagged as correspondence that keys
the
responses to the comments. If China BAK Battery thinks that
compliance with any of the comments is inappropriate, provide the
basis in the letter. We may have additional comments after review
of
the amendments, the responses to the comments, and any
supplemental
information.
We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision. Since China BAK Battery and its management are
in
possession of all facts relating to the disclosure in the
registration statement, they are responsible for the adequacy and
accuracy of the disclosures that they have made.
If China BAK Battery requests acceleration of the
registration
statement`s effectiveness, China BAK Battery should furnish a
letter
at the time of the request, acknowledging that:
* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.
* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve China BAK Battery from its full responsibility for the
adequacy and accuracy of the registration statement`s disclosures.
* China BAK Battery may not assert our comments or the declaration
of
the registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.
The Commission`s Division of Enforcement has access to all
information that China BAK Battery provides us in our review of
the
registration statement or in response to our comments on the
registration statement.
We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.
You may direct questions on accounting comments to Meagan L.
Caldwell, Staff Accountant, at (202) 551-3754 or Rufus G. Decker
III,
Accounting Branch Chief, at (202) 551-3769. You may direct
questions
on other comments and disclosure issues to Edward M. Kelly, Senior
Counsel, at (202) 551-3728 or me at (202) 551-3767.
Very truly yours,
Jennifer R. Hardy
Legal
Branch Chief
cc: Nevada Agency and Trust Company
Agent for Service, China BAK Battery, Inc., f/k/a Medina
Coffee,
Inc.
50 West Liberty Street, Suite 880
Reno, NV 89501
Robin Bradford, Esq.
Andrews Kurth LLP
1717 Main Street, Suite 3700
Dallas, TX 75201
Mr. Xiangqian Li
January 4, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE