MAIL STOP 0511
November 23, 2004
Dr. Earl Abbott
President
AAA Minerals, Inc.
3841 Amador Way
Reno, NV 89502
Re: AAA Minerals, Inc.
Registration Statement on Form SB-2
File No. 333-119848
Filed October 20, 2004
Dear Mr. Bravo:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. Please revise your prospectus to disclose Mr. Soloski`s
relationship to AAA Minerals, Inc.`s registration statement,
including his activities in connection with the filing, and
describe
recent legal proceedings involving Mr. Soloski.
2. Insert a small-scale map showing the location and access to
your
property. Note that SEC`s EDGAR program now accepts digital maps;
so
please include these in any future amendments that are filed on
EDGAR. It is relatively easy to include automatic links at the
appropriate locations within the document to GIF or JPEG files,
which
will allow the figures and/or diagrams to appear in the right
location when the document is viewed on the Internet. For more
information, please consult the EDGAR manual, and if you need
addition assistance, please call Filer Support at 202-942-8900.
Otherwise provide the map to the staff for our review.
Summary
3. Please disclose when you purchased the claims from Jesse Wall
and
Carla Bird.
4. We note that you purchased the claims in exchange for 500,000
share of your common stock. Please disclose the dollar value
placed
on that transaction.
5. With respect to the purchased claims in exchange for 500,000
share
of your common stock your attention is directed to Instruction to
Item 404(d)(3) of Regulation S-B. Please revise and advise.
Risk Factors
6. To the extent possible, please avoid the generic conclusion
that
you make in several of your risk factors that the risk discussed
would cause your business to fail or that it would be negatively
affected. Instead, replace this language with more specific
disclosure of how your financial condition would be affected as
well
as putting the risk in context by making the magnitude of the risk
clear.
7. The subheading of risk factor 6 merely states a fact and does
not
adequately reflect the risk that follows. Please revise your
subheadings to succinctly state the risks you discuss in the text.
We refer you to "A Plain English Handbook - How to Create Clear
SEC
Disclosure Documents," issued by the Office of Investor Education
and
Assistance, which is available on our website at www.sec.gov, and
the
updated version of Staff Legal Bulletin No. 7, dated June 7, 1999.
Directors, Executive Officers, Promoters and Control Persons
8. Please disclose when Dr. Abbott started working for Big Bar
Gold
Corporation.
9. Please disclose nature of Tornado Gold International Corp.`s
business and Dr. Abbott`s duties for this firm. Please disclose
when
he started working for Tornado.
10. Please disclose the time period Mr. LaPrairie worked for
Vanadium
International, Inc.
11. Please disclose the time period Mr. LaPrairie worked for the
State of Nevada`s Division of Environmental Protection and
describe
his duties.
12. We note that Dr. Abbott devotes 25% of his business time to
your
affairs and Mr. LaPrairie devotes 10%. Please disclose precisely
Dr.
Abbott`s and Mr. LaPrairie`s duties.
Interests Of Named Experts And Counsel
13. We note your statement that no expert or counsel named in this
prospectus had, or is to receive, in connection with the offering,
a
"substantial" interest, direct or indirect, in you. Please define
substantial interest.
Description of Business
14. Discuss the phased nature of the exploration process, and the
place in the process your current exploration activities occupy.
Disclose that you will make a decision whether to proceed with
each
successive phase of the exploration program upon completion of the
previous phase and upon analysis of the results of that program.
15. Make it clear to investors that even if you complete your
current
exploration program and it is successful in identifying a mineral
deposit, you will have to spend substantial funds on further
drilling
and engineering studies before you will know if your have a
commercially viable mineral deposit, a reserve.
16. Disclose:
* The nature of your ownership or interest in the property.
* Any other underlying agreements or interests in the property.
* In a table, provide names, claim or grant number, date of
recording
and expiration date, so your claims can be distinguished from
other
claims in the area.
* Disclose the conditions you must meet to keep these claims.
* Disclose the area of your claims, either in hectares or acres.
Revise to fully discuss the material terms of your land or mineral
right securing agreements. Refer to paragraph (b)(2) of Industry
Guide 7.
17. For your property, provide the disclosures required by
Industry
Guide 7 (b). In particular, provide:
* A brief description of the rock formation and mineralization of
existing or potential economic significance on the property.
* A description of the present condition of the property.
* A description of any work completed on the property.
* A description of equipment and other infrastructure facilities.
* The current state of exploration of the property.
* The total cost of your property incurred to date and planned
future
costs.
* The source of power that can be utilized at the property.
* If applicable, provide a clear statement that the property is
without known reserves and the proposed program is exploratory in
nature.
* Supplementally provide a copy of Mr. Macdonald`s geologic
report.
Refer to Industry Guide 7 (b)(1)-(5) for specific guidance.
Industry
Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.
18. As a general checklist, when reporting the results of sampling
and chemical analyses:
* Disclose only weighed-average sample analyses associated with a
measured length or a substantial volume.
* Eliminate all analyses from "grab" or "dump" samples, unless the
sample is of a substantial and disclosed weight.
* Eliminate all disclosure of the highest values or grades of
sample
sets.
* Eliminate grades disclosed as "up to" or "as high as."
* Eliminate statements containing grade and/or sample-width
ranges.
* Aggregated sample values from related locations should be
aggregated based on a weighted average of lengths of the samples.
* Generally use tables to improve readability of sample and
drilling
data.
* Soil samples may be disclosed as a weighted average value over
some
area.
* Refrain from reporting single soil sample values.
* Convert all ppb quantities to ppm quantities for disclosure.
19. Expand your disclose about your exploration plans for your
properties.
* Disclose a brief geological justification for each of your
exploration projects written in non-technical language.
* Give a breakdown your exploration timetable and budget,
including
estimated amounts that will be required for each exploration
activity, such as geophysics, geochemistry, surface sampling,
drilling, etc. for each prospect.
* If there is a phased program planned, briefly outline all
phases.
20. We note your statement that you will be engaged in the
acquisition, and exploration of mineral properties with a view to
exploiting any mineral deposits that demonstrate economic
feasibility. Please disclose what you mean by economic
feasibility.
Disclose the economic parameters that need to exist for further
exploration.
21. Please disclose the value of the mineral claims you purchased
for
500,000 shares of your common stock.
22. Please disclose when and for how much Ms. Bird and Ms. Wall
acquired the mining claims that you purchased.
23. Please disclose whether Ms. Bird and Ms. Wall conducted any
work
on the mineral claims. Please describe this work, its costs, and
duration.
24. Please disclose whether Ms. Bird and Ms. Wall paid money to
the
British Columbia government in order to maintain the claims in
good
standing. Please disclose the amount paid.
25. Update to the latest practicable date, the amount of
exploration
and/or money paid to the government of British Columbia to
maintain
your claims in good standing.
26. We note that you have the right to explore for mineralization
as
long as it does not unreasonably disturb the fee simple owner`s
use
of the land. We also note that the fee simple owner has the right
to
sell title to the land to a third party. Please consider a risk
factor associated with these issues.
27. Please disclose whether the property is accessible by means
other
than helicopter.
28. Please disclose whether your officers and directors have ever
been to the property.
29. Please disclose whether the prior owners of your claim ever
visited the property.
30. We note that the BA property was discovered in 2003 during a
helicopter reconnaissance trip commissioned to locate mineralized
areas. Please disclose who took the trip and who commissioned the
trip. Also, please disclose how mineralization is discovered
through
such aerial reconnaissance.
31. Please disclose when the report by Mr. Macdonald was
commissioned
and by whom it was commissioned.
32. Please disclose when the BA property report was completed and
what precisely Mr. Macdonald did to prepare the report. For
instance, did he visit the property, review government records,
and
take samples? How are samples retrieved? Please discuss the
precise
conclusions of Macdonald`s report.
33. Please disclose the name of the laboratory to which the
samples
from the property were sent. Please disclose whether and how this
laboratory is affiliated with you.
34. We note that Mr. Macdonald recommends two phases of
exploration
and that the second phase will be more detailed. Please disclose
in
what way(s) this phase will be more detailed.
35. Please discuss the roles of the technician and geologist in
future exploratory phases.
36. Please disclose the types of supplies that you anticipate
using
in future exploration.
Compliance with Government Regulations
37. We note that subsequent drilling during exploration will
require
reclamation work and that this reclamation is not expected to
exceed
$10,000. Please provide a basis for this expectation.
Plan of Operation
38. Please identify Mr. McCrossan as discussed in the second
paragraph on page 24.
39. Please disclose whether you have any agreements with Mr.
Macdonald. Please file all agreements as exhibits.
40. Please discuss how long you can satisfy your cash
requirements.
41. Please discuss your plan of operations for the next twelve
months
in more detail. Please provide detailed milestones to the
business
plan, taking the company to the point of generating first revenues
Certain Relationships And Related Transactions
42. We note your statement that "none of the following parties
has,
since our date of incorporation, had any material interest, direct
or
indirect, in any transaction with us or in any presently proposed
transaction that has or will materially affect us: * Any of our
directors or officers; * Any person proposed as a nominee for
election as a director; * Any person who beneficially owns,
directly
or indirectly, shares carrying more than 10% of the voting rights
attached to our outstanding shares of common stock; * our sole
promoter, Dr. Earl Abbott; and * Any relative or spouse of any of
the
foregoing persons who has the same house as such person." Please
disclose whether the foregoing applies to those who own more than
5%
of your common stock and the immediate family members of
directors,
director nominees, executive officers, and owners of 5% or more of
your common stock.
Recent Sales of Unregistered Securities
43. Please discuss the facts relied upon to make available the
exemption under which you sold unregistered securities to Jesse
Wall
and Carla Bird.
44. We note the recent sales of unregistered securities. Your
attention is directed to the disclosure requirements to Item 701
of
Regulation S-B. Revise to provide the basis for the noted
exemptions.
Accountants Report
45. The report of the Chartered Accountants on page 29 should
reference "the standards of the Public Company Accounting
Oversight
Board (United States)," rather than generally accepted auditing
standards. Please refer to PCAOB Auditing Standard No.1 and SEC
Release No. 33-8422. Also, please include both the printed name
of
the firm and the authorized signature of the firm. See Rule 302
of
Regulation S-T and revise accordingly.
General
46. Your attention is directed to Item 310(g) of Regulation S-B
and
the possible need for updated financial statements and related
disclosures.
47. You are reminded that a currently dated consent of the
independent accountants with typed signature should be included in
any amendment to the registration statement. The consent in
Exhibit
23.1 should be signed in the name of the firm rather than an
individual partner. Please revise.
Closing Statements
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Maureen Bauer at (202) 942-1824 or Tia
Jenkins
at (202) 942-1902 if you have questions regarding comments on the
financial statements and related matters. Please contact Craig
Slivka at (202) 942-7470 with any other questions.
Sincerely,
John Reynolds
Assistant Director
Emerging Growth Companies
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AAA Minerals, Inc.
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