JEFFREY G. KLEIN, P.A.
301 Yamato Road Suite 1240
Boca Raton, Florida 33431
| Telephone: (561)953-1126 | | Telefax: (561)994-6693 |
| | | Email: jklein@jkleinlegal.com |
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D. C. 20549
Attention:
Re: DNA Precious Metals, Inc.
Amendment No. 5 to Registration Statement on Form S-1
Filed April 16, 2012
File No. 333-178624
Dear Sir/Madam:
The following responses are filed in connection with the Commission’s comment letter dated April 27, 2012.
1. With respect to comment No.1, we have amended the cover page to clearly indicate that there is no minimum offering amount that must be raised and further, that there will be no escrow of investor funds.
2. With respect to comment No. 2, we have inserted the following chart identifying our use of proceeds and the priority in which the proceeds from this offering will be applied.
| | | Priority 1 | | | Priority 2 | | | Priority 3 | | | Priority 4 | | | | |
| Legal and accounting | | $ | 70,000 | | | | | | | | | | | | | |
| Heavy machinery rental i.e.; excavation shovel, loader and dump truck | | $ | 45,000 | | | | | | | | | | | | | |
| Install 10,000 square foot prefabricated steel building | | $ | 280,000 | | | | | | | | | | | | | |
| Insurance | | $ | 25,000 | | | | | | | | | | | | | |
| Infrastructure improvements including electricity, water, roads and concrete footing for building | | $ | 200,000 | | | | 75,000 | | | | | | | | | | |
| Residue park set-up and reparation of residue dam | | $ | 25,000 | | | | 25,000 | | | | | | | | | | |
| Officer and director salaries during set-up of mill | | $ | 30,000 | | | | 100,000 | | | | | | | | | | |
| Certifications for processing mining residues | | $ | | | | | 295,000 | | | | | | | | | | |
| Office lease and office related expenses | | $ | | | | | 25000 | | | | | | | | | | |
| Truck purchase | | $ | | | | | 25,000 | | | | | | | | | | |
| Working Capital | | $ | | | | | 130,000 | | | | 75,000 | | | | 75,000 | | | | | |
| Commence mill construction and establish processing circuit | | $ | | | | | | | | | 600,000 | | | | 600,000 | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| TOTALS | | $ | 675,000 | | | $ | 675,000 | | | $ | 675,000 | | | $ | 675,000 | | | $ | 2,700,000 | |
3. With respect to comment No. 3, we have inserted the following chart reflecting the dilution per share assuming the sale of 25%, 50%, 75% and 100% of the proceeds from this offering.
| Percentage of Shares Sold in Offering | | | 25% | | | | 50% | | | | 75% | | | | 100% | |
| Price per share | | $ | 0.25 | | | $ | 0.25 | | | $ | 0.25 | | | $ | 0.25 | |
| Net tangible book value per share before offering | | $ | 0.01 | | | $ | 0.01 | | | $ | 0.01 | | | $ | 0.01 | |
| Net tangible book value per share after offering after expenses | | $ | 0.02 | | | $ | 0.03 | | | $ | 0.03 | | | $ | 0.04 | |
| Increase to present stockholders in net tangible book value per share after offering | | $ | 0.01 | | | $ | 0.02 | | | $ | 0.02 | | | $ | 0.03 | |
| Capital contributions | | $ | 750,000 | | | $ | 1,500,000 | | | $ | 2,250,000 | | | $ | 3,000,000 | |
| Number of shares outstanding before the offering | | | 76,100,000 | | | | 76,100,000 | | | | 76,100,000 | | | | 76,100,000 | |
| Net tangible book value before the offering | | $ | 782,285 | | | $ | 782,285 | | | $ | 782,285 | | | $ | 782,285 | |
| Number of shares after offering | | | 79,100,000 | | | | 82,100,000 | | | | 85,100,000 | | | | 88,100,000 | |
| Net tangible book value after the offering after expenses | | $ | 1,457,285 | | | $ | 2,132,285 | | | $ | 2,807,285 | | | $ | 3,482,285 | |
| Percentage of ownership after offering | | | 4% | | | | 7% | | | | 11% | | | | 14% | |
| Immediate dilution to public subscribers | | $ | 0.23 | | | $ | 0.22 | | | $ | 0.22 | | | $ | 0.21 | |
4. With respect to comment No 4, we have expanded our discussion with respect to the Company’s planned operations through December 31, 2012 and through June 2013 and inserted the following:
We will focus our efforts on securing the required permits, improving the current infrastructure and constructing our mill. In furtherance thereof, we will submit our Certificate of Authorization to the regulatory agencies and continue with detail engineering in the short term, while we prepare the site for necessary infrastructure. We intend to bring powerlines to the site during the summer and have the mill building installed by the fall of 2012 Dam rehabilitation and earthworks for water storage and control will also be scheduled. We hope to have limited mill operations by the end of the year. Operations will be reduced during the winter months. We hope to have the mill fully operational in mid-2013
Should you have further questions, please do not hesitate to contact the undersigned.
| | Very truly yours, |
| | |
| | /s/ Jeffrey G. Klein |
| | Jeffrey G. Klein |
| | Counsel For |
| | DNA Precious Metals, Inc. |
DNA PRECIOUS METALS INC.
(Stationary)
| | Securities and Exchange Commission |
Re: DNA Precious Metals, Inc.
Amendment No. 5to Registration Statement on Form S-1
Filed April 16, 2012
File No. 333-178624
| | | The following is filed in connection with the comment letter dated April 27, 2012. |
| | | The undersigned, on behalf of DNA Precious Metals, Inc. acknowledges that: |
| | · | The Company is 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 filings; 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. |
Sincerely,
/s/James Chandik
James Chandik, president
