[LETTERHEAD OF ANDREWS KURTH LLP]
January 12, 2006
Ms. Jennifer Hardy
United States Securities and Exchange Commission
450 Fifth Street NW
Washington, D.C. 20549
RE: China BAK Battery, Inc., formerly known as Medina Coffee, Inc.
Pre-effective Amendment 5 to Registration Statement on Farm 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 Ms. Hardy:
On behalf of China BAK Battery, Inc. (the "Company") we have
electronically transmitted herewith Pre-Effective Amendment No. 6 to the
Registration Statement on Form SB-2, which has been marked to indicate changes
effected by the amendment. In addition, we have today forwarded by overnight
delivery three marked copies of Amendment No. 6 c/o Mr. Edward Kelly for the
convenience of the Staff.
Principal Stockholders, page 45
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1. 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.
Response: We have modified the Disclosure in accordance with the
Staff's comments.
Ms. Hardy
January 12, 2006
Page 2
Retort of Independent Registered Public Accounting Firm, page F-1
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2. 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.
Response: We have filed an updated, signed auditor's consent.
3. 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.
Response: We have filed an updated, signed auditor's report.
Financial Statements
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4. Please update your disclosures here and elsewhere in the filing to
include audited financial information for the fiscal year ended
September 30, 2005.
Response: We have modified the Disclosure in accordance with the
Staff's comments.
Balance Sheet, page F-2
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5. 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.
Response: We have modified the Disclosure in accordance with the
Staff's comments.
Statements of Operations, page F-3
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6. 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."
Response: We have modified the Disclosure in accordance with the
Staff's comments.
Ms. Hardy
January 12, 2006
Page 3
Notes to Financial Statements
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19. Restatement of Consolidated Financial Statements, page F-30
7. 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 famished, 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.
8. We again remind you that when you file your restated Forms 10-QSB/A you
should appropriately address the following:
o full compliance with APB 20, paragraphs 36 and 37,
o fully update all affected portions of the document, including,
MD&A,
o 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.
o updated certifications, which should reference Form 10-QSB/A,
rather than Form 10-QSB.
Ms. Hardy January 12, 2006
Page 4
Response: We will file the requested Amendments and Form 8-K.
Exhibit 23.1
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9. 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.
Response: We have filed an updated, signed auditor's consent.
Other
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10. 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.
Response: Noted.
Thank you for your assistance and please feel free to call if you have any
questions.
Very truly yours,
/s/ Robin Bradford
Robin Bradford