February 25, 2005
Mail Stop 0510
Via U.S. mail and facsimile to (604) 685-7084
Mr. D. Barry Lee, President
Red Sky Resources Inc.
Suite 2410, 650 West Georgia Street, PO Box 11524
Vancouver, British Columbia
Canada, V6B 4N7
Re: Red Sky Resources Inc.
Forms SB-2, filed January 28, 2005
File No. 333-122377
Dear Mr. Lee:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents 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
filings.
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.
Cover Page
1. State your intention to have your common stock quoted on the
OTC
Bulletin Board.
Prospectus Summary, page 5
2. We note your risk factor that you do not have clear title to
the
claims. Please disclose in this section that the property has not
been surveyed and, therefore, you do not have clear title.
3. It appears that if you do not find gold or copper by October
2005,
you have no specific business plan or purpose. Please provide us
supplementally an analysis as to whether you believe the company
is a
blank check company.
4. Please provide disclosure regarding the following:
* your business plans after October 2005,
* how long you expect to search for gold or copper, and
* what you will do if you do not find gold or copper.
We may have further comments after we review your responses.
5. Disclose whether you intend to engage in a merger or
acquisition
within the next 12 months. Disclose whether you intend to engage
in
any transactions with Banks Energy Inc. or its affiliates.
Selling Shareholders, page 13
6. Please provide us the names of the private placement agent(s)
and
others who were involved in placing the shares with the selling
shareholders.
7. Describe the facts under which the shareholders were solicited,
including:
* How they were identified,
* Identify the class of persons, and
* Who identified these persons.
8. Describe all relationships between the promoters or others
involved in the private placement and the selling shareholders. We
note, for example, that D. Barry Lee is affiliated with Steven
Bruk
at Banks Energy. Also disclose whether the selling shareholders
are
family members of persons affiliated with D. Barry Lee. For
example,
are Christine and Robert Cooper related to Christopher Cooper? We
may
have further comments after we review your responses.
Plan of Distribution, page 18
9. Please disclose whether any selling stockholder had an
agreement
or understanding, directly or indirectly, with any person to
resell
the securities.
Description of Business, page 25
Acquisition of the Alaska Mineral Claims, page 26
10. Please clarify whether William Ellis completed the staking or
whether it was Alaska Earth Resources. Provide a consent from
Alaska
Earth Resources, Inc. to use their name in this section and file
it
as an exhibit.
11. File as exhibits the William Ellis geological reports.
Prior Exploration of Our Mineral Claims, page 29
12. Please explain in plain English the significance of the US
Geological Survey and that there is no regional geochemistry in
the
area.
Phase Two, page 30
13. Please explain what results you consider "significantly
positive"
to enable you to obtain financing to proceed with the next phase.
Certain Relationships and Related Transactions, page 35
14. Please state the names of your promoters. See Item 404 of
Regulation S-B.
Signatures
15. Please indicate that D. Barry Lee is also signing in his
capacity
as principal accounting officer.
Exhibit 5.1 - Legal Opinion
16. Revise the first sentence of the second paragraph to reflect
that
you have read the registration statement and all amendments.
17. Delete the last sentence of the third paragraph.
18. In paragraph (i), please delete the last sentence.
19. In paragraph (ii), you cannot assume that the officers signing
the certificates have the legal authority to do so. Please revise.
20. Either delete paragraph (v) or refile an opinion on the day
you
want the registration statement to go effective.
21. Please consent to the reference of counsel`s name in all
applicable sections of the prospectus.
Exhibit 23.2 - Consent of Geologist
22. Please revise the consent to include both geological reports
and
references to Mr. Ellis` name in all applicable sections of the
prospectus.
Closing Comments
As appropriate, please amend your filings in response to
these
comments. You may wish to provide us with marked copies of the
amendments to expedite our review. Please furnish a cover letter
with your amendments 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 amendments and
responses to our comments.
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 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.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
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.
Please direct questions to Brigitte Lippmann, Staff Attorney
at
(202) 942-0755 or me at (202) 942-2864.
Sincerely,
Jennifer Hardy
Branch Chief
cc: Michael H. Taylor, Esq.
Lang Michener LLP
1500 Royal Centre, 1055 West Georgia Street
Vancouver, British Columbia V6E 4N7
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Mr. D. Barry Lee
Red Sky Resources Inc.
February 25, 2005
Page 5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404
DIVISION OF
CORPORATION FINANCE