| File #0267 |
| February 27, 2013 |
| VIA EDGAR |
| THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
| Division of Corporation Finance |
| 100 F Street, NE |
| Washington, DC 20549 |
| Attention: Ronald E. Alper |
| Dear Sirs/Mesdames: |
| RE: | IRELAND INC. (the “Company”) | |
| - | SEC File No. 333-186039 | |
| - | Registration Statement on Form S-3 filed January 15, 2013 | |
| - | Response dated February 19, 2013 | |
We write on behalf of the Company in response to your comment letter dated February 26, 2013 (the “Comment Letter”) regarding the above-referenced Registration Statement on Form S-3 (the “Registration Statement”). As suggested, we provide in this letter our proposal for the disclosure requested in Comment 1 of the Comment Letter. Paragraph numbering used for each response corresponds to the numbering used in the Comment Letter.
GENERAL
| 1. | We note your response to comment 3 of our letter dated February 1, 2013 and we reissue the comment. We note that you do not appear to have filed proxies or information statements for annual meetings. Please disclose, if true, that you have not held annual meetings as required by state law and your incorporating documents, and briefly explain whether and how shareholders can request that you conduct meetings. Please also indicate if and when you intend to conduct the next annual meeting. We will consider draft disclosure provided in a response letter. |
Provided below is our proposal for the requested disclosure. As suggested by Mr. Alper, we have prepared the requested disclosure as a “Risk Factor,” and intend to include the requested disclosure at the end of the “Risk Factors” section of the Registration Statement.
We have not held an annual meeting for the election of directors since our incorporation.
Pursuant to the provisions of the Nevada Revised Statutes (the “NRS”), directors are to be elected at the annual meeting of the stockholders. Pursuant to the NRS and our bylaws, our board of directors is granted the authority to fix the date, time and place for annual stockholder meetings. No date, time and place has yet been fixed by our board for the holding of an annual stockholder meeting. Pursuant to the NRS and our bylaws, each of our directors holds office after the expiration of his term until a successor is elected and qualified, or until the director resigns or is removed. Under the provisions of the NRS, if an election of our directors has not been made by our stockholders within 18 months of the last such election, then an application may be made to the Nevada district court by stockholders holding a minimum of 15% of our outstanding stockholder voting power for an order for the election of directors in the manner provided in the NRS.
| * Practising through O’Neill Law Corporation | ◊ Also of the Nevada State Bar |
| ∆ Also of the New York State Bar | † Also of the Washington State Bar |
| Northwest Law Group | 2 | |
| February 27, 2013 | ||
| United States Securities and Exchange Commission | ||
| Attention: Ronald E. Alper |
| 2. | We note your response to comment 4 of our letter dated February 1, 2013 and we reissue the comment. Your registration statement must be signed by, among others, your controller or principal accounting officer. Please disclose who is signing in the capacity of controller or principal accounting officer. See Instruction 1 to Signatures on Form S-3. |
Upon filing an amendment to the Registration Statement to incorporate the comments contained in the Comment Letter, the Company will clearly indicate on the signature page of the Registration Statement that Mr. McDougal is signing in his capacity as “principal financial officer” and “principal accounting officer” for the Company.
If you have any questions or require any additional information or documents, please telephone the undersigned at (604) 687-5792.
Yours truly,
/s/ Christian I. Cu
CHRISTIAN I. CU
CIC/dml
cc: Ireland Inc.