CONCORD VENTURES, INC.
2460 WEST 26th AVENUE, SUITE 380-C
DENVER
COLORADO, 80211
Securities and Exchange Commission
Attn: Ms. Tia Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel and Health Care Services
Division of Corporation Finance
Mail Stop 3861
Washington, D.C. 20549 January 14, 2010
Re: Concord Ventures, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
Filed on March 31, 2009
Form 10-Q for the Quarterly Period Ended September 30, 2009
Filed on November 16, 2009
File No. 0-27055
Dear Ms. Jenkins:
We refer to your comment letter dated December 10, 2009 and regret the delay in
responding.
We appreciate your patience and understanding in waiting for our response.
We would respond to your comments as follows:
Form 10-K for the Fiscal Year Ended December 31, 2008
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Item 9A(T). Controls and Procedures, page 19
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Evaluation of Disclosure Controls and Procedures, page 19
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1. We note that you only include a partial definition of disclosure
controls and procedures ("DC&P"). Please be advised that if you choose
to define DC&P, you must include the entire definition from Exchange
Act Rule 13a-15(e). Tell us whether you will in future filings remove
the partial DC&P definition and include a citation to Exchange Act Rule
13a-15(e), or provide the entire DC&P definition, along with a clear
conclusion regarding effectiveness with respect to each component.
We have filed an amendment to our December 31, 2008 Form 10K removing the
partial DC&P definition and including a citation to Exchange Act Rule
13a-15(e) as you have suggested (refer Attachment I).
We also confirm that in future filings we shall continue with the
disclosure in the form that you have suggested to us.
Management's Annual Report on Internal Control over Financial Reporting, page 19
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2. Please tell us the framework used by management to evaluate the
effectiveness of your internal controls over financial reporting (e.g.
COSO), and confirm to us that you will disclose the framework in future
filings as required by Item 308T(a)(2) of Regulation S-K.
We can confirm that management used the COSO framework to evaluate the
effectiveness of our internal financial reporting.
We have filed an amendment to our December 31, 2008 Form 10K confirming
that management used the COSO framework to evaluate the effectiveness of
our internal financial reporting (refer Attachment II).
We also confirm that in future filings we shall continue to disclose
management's use of the COSO framework to evaluate the effectiveness of our
internal financial reporting
Exhibit 31.1
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3. It appears you are using an outdated Section 302 certification that
does not comply with the language required by Item 601(b)(31)(i) of
Regulation S-K. Please amend your annual report to include a revised
Section 302 certification that conforms to the exact wording required
by Item 601(b)(31)(i) of Regulation S-K. Also apply this comment to
certifications furnished with your future filings.
We have filed an amendment to our December 31, 2008 Form 10K which includes
a revised Section 302 certification that conforms to the exact wording
required by Item 601(b)(31)(i) of Regulation S-K (refer Attachment III).
We also confirm that in future filings we shall continue to include a
revised Section 302 certification that conforms to the exact wording
required by Item 601(b)(31)(i) of Regulation S-K.
Form 10-Q for the Fiscal Quarter Ended September 30, 2009
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Item 4. Controls and Procedures, page 21
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4. Based on your disclosure, it appears to us that your principal
executive officer and principal financial officer only concluded that
your DC&P were effective to ensure that information required to be
disclosed by the Company in reports that it files or submits under the
1934 Act is recorded, processed, summarized and reported within the
time period specified in the SEC rules and forms. Confirm to us that
you will disclose in future filings the conclusion of your principal
executive officer and principal financial officer, regarding the
effectiveness of you DC&P (as defined in Exchange Act Rule 13a-15(e)
or Rule 15d-15(e)) as of the end of the period covered by the report,
based on the evaluation of your DC&P required by paragraph (b) of
Exchange Act Rule 13a-15 or Rule 15d-15. Refer to Item 307 of
Regulation S-K.
We have filed an amendment to our September 30, 2009 Form 10Q which
discloses the conclusion of our principal executive officer and
principal financial officer regarding the effectiveness of our DC&P (as
defined in Exchange Act Rule 13a-15(e) or Rule 15d-15(e)) as of the end
of the period covered by the report, based on the evaluation of our
DC&P required by paragraph (b) of Exchange Act Rule 13a-15 or Rule
15d-15 (refer Attachment IV).
We also confirm that in future filings we shall continue disclose the
conclusion of our principal executive officer and principal financial
officer regarding the effectiveness of our DC&P (as defined in Exchange
Act Rule 13a-15(e) or Rule 15d-15(e)) as of the end of the period
covered by the report, based on the evaluation of our DC&P required by
paragraph (b) of Exchange Act Rule 13a-15 or Rule 15d-15.
In connection with responding to your comments, the Company acknowledges
that:
- the company responsible for the adequacy and accuracy of the
disclosure in the filing;
- 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
federal securities laws of the United States.
If you require any further information, please do not hesitate to contact us.
Yours sincerely
For and behalf of
Concord Ventures, Inc.
/s/ David J Cutler
David J Cutler
President
ATTACHMENT I
ITEM 9A. CONTROLS and PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain a system of disclosure controls and procedures (as defined in
Securities Exchange Act Rules 13a-15(e) and 15d-15(e) that is designed to
provide reasonable assurance that information that is required to be disclosed
is accumulated and communicated to management timely. At the end of the period
covered by this report, we carried out an evaluation under the supervision of
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and procedures pursuant to
Securities Exchange Act Rule 13a-15.
Based on that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures are effective in
timely alerting them to material information required to be disclosed in the our
periodic filings with the SEC.
ATTACHMENT II
Management's Annual Report On Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting, as
defined in Exchange Act Rule 13a-15(f), is a process designed by, or under the
supervision of, our principal executive and principal financial officers and
effected by our Board of Directors, management and other personnel, 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 based on criteria established in
Internal Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission and includes those policies and
procedures that:
o Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of our
assets;
o Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorizations
of our management and directors; and
o Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use of disposition of our assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation.
Our management assessed the effectiveness of our internal control over financial
reporting as of December 31, 2008. Based on this assessment, management believes
that as of December 31, 2008, our internal control over financial reporting is
effective based on those criteria.
This annual report does not include an attestation report of the company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the company's
registered public accounting firm pursuant to temporary rules of the SEC to
provide only management's report in this annual report.
ATTACHMENT III
CERTIFICATIONS
I, David J. Cutler, certify that:
1. I have reviewed this Annual report on Form 10-K/A of Concord Ventures, Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision to ensure that material information relating to the
registrant including its consolidated subsidiaries, is made known to us
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 our 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 our 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 4th 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. The registrant's other certifying officer and I have disclosed, based on our
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 functions):
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 control over financial reporting.
Date: January 14, 2010
/s/ David J. Cutler
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David J. Cutler,
Chief Executive Officer &
Chief Financial Officer
ATTACHMENT IV
ITEM 4. CONTROLS AND PROCEDURES
Disclosures Controls and Procedures
We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a 15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) that are designed to ensure that
information required to be disclosed in our reports under the Exchange Act, is
recorded, processed, summarized and reported within the time periods required
under the SEC's rules and forms and that the information is gathered and
communicated to our Chief Executive Officer and Principal Financial Officer, as
appropriate, to allow for timely decisions regarding required disclosure.
As required by SEC Rule 15d-15(b), our Chief Executive Officer and Principal
Financial Officer carried out an evaluation under the supervision and with the
participation of our management, of the effectiveness of the design and
operation of our disclosure controls and procedures pursuant to Exchange Act
Rule 15d-14 as of the end of the period covered by this report. Based on the
foregoing evaluation, our Chief Executive Officer and Principal Financial
Officer have concluded that our disclosure controls and procedures are effective
in timely alerting them to material information required to be included in our
periodic SEC filings and to ensure that information required to be disclosed in
our periodic SEC filings is accumulated and communicated to our management,
including our Chief Executive Officer and Principal Financial Officer, to allow
timely decisions regarding required disclosure as a result of the deficiency in
our internal control over financial reporting discussed below.