January 21, 2005
MAIL STOP 0511
via U.S. mail and facsimile
Andrei Krioukov, President
Boss Minerals, Inc.
318 Homer Street, Suite 400
Vancouver, British Columbia
Canada V6B 2V2
Re: Boss Minerals, Inc.
Form SB-2, Amendment 1, filed December 23, 2005
File No.: 333-120682
Dear Mr. Krioukov:
We have the following comments on your amended filing. 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. Section (a)(2) of Rule 419 defines a blank check company as a
company that is issuing penny stock that is "a development stage
company that has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies, or other
entity." In discussing this definition in the adopting release,
the
Commission stated that it would "scrutinizeofferings for attempts
to
create the appearance that the registrant1/4has a specific
business
plan, in an effort to avoid the application of Rule 419." See
Security Act Release No. 33-6932 (April 28, 1992).
Your disclosure indicates the following: that you are an
exploration
stage company; that you have no revenues to date; that you
currently
have only an option to explore 20 claims; that you have no
information on the property other than reports and filings by
others;
that you have not performed any work on the property to date; that
you have paid only $3,000 for the option up to the present time;
that
your assets consist of the option and $18,309 in cash; that you
have
disclosed that you do not currently have any arrangements for
financing and may not be able to find such financing if required;
that you have disclosed that neither Mr. Krioukov nor Mr.
Jirniaguine
has any "professional training or technical credentials in the
exploration, development and operation of mines"; and that Mr.
Krioukov has significant experience with, and devotes the majority
of
his time to, accounting and working with public companies.
In view of the foregoing, your business may be commensurate in
scope
with the uncertainty ordinarily associated with a blank check
company. Accordingly, please revise your disclosure throughout
the
prospectus to comply with Rule 419 of Regulation C or provide, in
the
prospectus, a detailed explanation as to why Rule 419 does not
apply
to your company and this offering and that the company has no
intention of entering into a merger or acquisition within the next
twelve months.
2. Please include the Commission`s file number on the cover page
of
the registration statement.
Risk Factors
3. Disclose in a risk factor and, also, in the "Description of
Business" section the following: that neither Mr. Krioukov nor Mr.
Jirniaguine has any "professional training or technical
credentials
in the exploration, development and operation of mines"; and that
Mr.
Krioukov has significant experience with, and devotes the majority
of
his time to, accounting and working with public companies.
Directors, Executive Officers, Promoters and Control Persons, page
13
4. It appears there are other businesses to which Mr. Krioukov is
making a significant contribution even though he might not be
named
as an executive officer, for example, Overseas Public. Please
include in the disclosure in this section his position with each
of
the other companies.
5. Please ensure that, for each university and workplace you have
referenced in this section, you disclose the city and country
where
it is located.
Mosquito King Property Option Agreement, page 17
6. We note that you have revised your disclosure in the second
paragraph of this section to include the following: "Once we have
made all of the above payments, we will be deemed to have exercise
(sic) the option and will have acquired a 100% interest in the
Mosquito King property." Please revise the sentence to clarify
that
the option is for mineral claims only.
Title to the Mosquito King Property, page 17
7. Please revise the dollar amount in the third sentence of the
first
paragraph of this section, which sentence states:
"If we do not complete at least $o (sic) in exploration work on
the
claims by this date, Craig A. Lynes will no longer be the owner of
the claims and we will have breached a term of our option
agreement
that requires us to keep the claims in good standing."
Description of Business, page 17
8. We have reviewed your response to our prior comment 11. In the
first paragraph of this section, please clarify for the lay person
the meaning of the following: "In order to determine the legal
feasibility of the property, we must complete a survey of the
mineral
claims comprising the Mosquito King property in order to ensure
that
the mineralization that we intend to exploit is within the claims
(sic) boundaries." In addition, add a risk factor regarding this
uncertainty.
Geological Assessment Report: Mosquito King Property, page 19
9. Please repeat in the disclosure Dr. Molak`s statement that the
report does not comply with the National Instrument 43-101. Also,
explain what the National Instrument 43-101 is.
Exhibits
10. We note that you have filed a form of subscription agreement
in
response to our prior comment 28. Please file each agreement.
Engineering Comments
11. Insert a small-scale map showing the location and means of
access
to your property. This map should include an index map showing
where
the property is situated in relationship to the state or province,
etc., in which it was located. Note that SEC`s EDGAR program now
accepts digital maps, so please include these in any future
amendments that are uploaded to 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.
12. Remove the technical report attached as an exhibit. Industry
Guide 7 specifically prohibits technical studies being attached to
registration statements.
Closing Comments
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 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.
You may contact Angela Halac at 202-824-5683 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Susann Reilly at (202) 942-1946 with
other
questions.
Sincerely,
John Reynolds
Assistant Director
Office of Emerging Growth Companies
cc: Andrei Krioukov, President
Facsimile 604-602-7593
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Boss Minerals, Inc.
January 21, 2005
Page 4