September 9, 2004
Mail Stop 0408
By U.S. Mail and facsimile to +1 (607) 925-9613
Mr. Brian C. Doutaz
President and Chief Executive Officer
Alton Ventures, Inc.
12880 Railway Avenue - Unit 35
Richmond, British Columbia V7E 6G4
CANADA
Re: Alton Ventures, Inc.
Form SB-2 filed on August 10, 2004
File Number 333-118077
Dear Mr. Doutaz:
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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. You filed on EDGAR the geological report as the cover letter.
Please include a cover letter in your next filing and file the
geological report as an exhibit. Refer to Item 601 of Regulation
S-
B.
Prospectus - page 2
2. Please insert language to the effect that if you fail to sell
the
minimum number of shares you will refund in full all proceeds
"promptly" as required by Rule 10b-9 under the Exchange Act.
Revise
throughout the prospectus.
Summary Prospectus - page 6
3. Please delete the second sentence of the first paragraph. A
summary, by its nature, is not complete. Delete the reference to
the
summary overview not containing all the information the investor
should consider. Refer to Rule 503(a).
Summary Information about Alton Ventures, Inc. - page 6
4. Several parts of the registration statement discuss the sale of
securities, however, the discussions do not contain adequate
analysis
concerning compliance with the securities laws. The third
paragraph
of this section discusses the sale of securities without analysis
of
complying with the securities laws. Please include an analysis in
this regard or refer the reader to another section of the
registration statement that discusses such analysis. Other areas
of
the registration statement that need further elaboration include
but
are not limited to the first paragraph of page 7, the fifth
(Section
4(2) and Regulation S) and sixth paragraphs on page 24, the last
section of page 25, page 33 discussing Section 4(2) and Regulation
S
before "Description of the Property," and Section (a) on page 43.
Risk Factors - page 7
5. Include a risk factor explaining the immediate dilution for
purchasers of this offering from $0.10 per share to $0.0081 per
share. The information disclosed in the section, "Dilution of the
Price You Pay for Your Shares," including at the top of pages 17
and
24, can be used as a source.
6. Please disclose any concentration of voting power by management
after the issuance of shares (i.e., current shareholders, officers
or
directors retain voting power that differs from that of new
shareholders, provisions under the company`s bylaws or articles of
incorporation that favor management or directors in any way,
etc.).
Because there is no public trading market for our common stock...-
page 11
7. Include after "negotiate your own sale" at the end of the
sentence
"in accordance with the U.S. securities laws."
8. We note that you state, "[i]f we fail to start...our
exploration
program...we will cease operations" and later disclose, "[n]o
money
will be refunded to you if we sell the minimum of the 800,000
shares." This seems to let you raise the minimum amount and
retain
the proceeds without beginning exploration. Please clarify.
After the offering existing shareholders will still be able to
elect
all of our directors... - page 11
9. Please disclose as part of the risk factor the price per share
at
which the current shareholders and the prospective shareholders
bought their shares.
Cautionary Statement... - page 11
10. Please remove all references to the Litigation Reform Act.
That
Act does not apply to initial public offerings.
Comparative Data - page 16
11. Disclose the identity of the founding shareholder and the
existing shareholders as part of the chart.
Directors and Executive Officers - page 20
12. Consider including as a risk factor the fact that none of your
officers or directors has professional or technical accreditation
in
the mining business.
13. Please disclose whether or not you have an audit committee
financial expert in accordance with Item 401 of Regulation S-B.
Conflicts of Interest - page 21
14. Please summarize your disclosure in this section and present
it
as a risk factor.
15. Please provide us with a copy of your code of ethics, post it
on
your website when you have one, or disclose that you will provide
a
copy of your code of ethics in accordance with Item 406(c)(3) of
Regulation S-B.
Proposed exploration Program - Plan of Operation - page 29
16. It looks as if you could complete phase I of the planned
exploration, which you estimate to cost $19,500, without
additional
financing as you already have $22,849 in cash reserves as of June
30,
2004. Please clarify.
Management`s Discussion, Analysis of Financial Condition and
Results
of Operations - page 30
17. While you describe plans for phases II and III, you also seem
to
not have a long-range plan. For example, on page 31, the company
states, "[i]f we cease operations, we don`t know what we will do
and
we don`t have any plans to do anything in that event." Please
clarify and consider this as a risk factor.
Geological Setting - page 36
18. At the end of this paragraph, please include qualifying
disclosure such as you have in the last risk factor on page 8.
Certain Relationships and Related Transactions - page 42
19. Please include in this section the information disclosed
regarding related parties on page F-8.
Market Information - page 43
20. You state that no restricted shares are eligible for resale
pursuant to Rule 144, however, on page 23 you also state that
because
it has been greater than two years since the shares restricted
under
Rule 144 were acquired, a total of 5,000,000 shares can be sold at
this time pursuant to Rule 144. Please clarify.
Signatures - page 51
21. Please clearly designate the identity of (a) your controller
or
principal accounting officer and (b) your authorized
representative,
as you are a foreign filer. Refer to "Instructions for
Signatures"
on Form SB-2 and Item 601 of Regulation S-B.
Financial Statements
Note 1 Summary of Significant Accounting Policies
Mineral Interests - page F-8
22. Please disclose the number and estimated fair value of common
shares issued for mineral properties. If no shares have been
issued
for mineral properties, revise your disclosure accordingly.
Note 3 Option Agreements on Mineral Interests - page F-9
23. Please tell us where the $4,000 cash payment made in November
of
2001 for the Omineca Option Agreement is recorded in the financial
statements.
Note 5 Income Taxes - page F-10
24. Please revise to disclose total tax assets and total tax
liabilities. Refer to paragraph 43 of SFAS 109.
Exhibit 23.1 Independent Auditors Consent
25. Please have your auditors revise their consent to
appropriately
reference the heading under which they are referred in the
prospectus. There is no "Experts" section in the prospectus.
26. Please have your auditors revise their consent to remove
reference to the use of their report appearing in the Selected
Financial Data. There is no "Selected Financial Data" section in
the
prospectus.
Exhibit 23.2 Author S Consent
27. Please have the author of the geological report revise his
consent to appropriately reference the heading under which he is
referred in the prospectus.
* * *
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 by showing deleted
sections as strikethrough and added sections as underlining.
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
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.
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
* if the Commission or the staff, acting pursuant to delegated
authority, declares 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.
You may contact Heidi Smetzer at (202) 824-5463 or Donald A.
Walker at (202) 942-1799 if you have questions regarding comments
on
the financial statements and related matters. Please contact
Timothy
Geishecker at (202) 824-5301 or me at (202) 942-1760 with any
other
questions.
Sincerely,
Todd K. Schiffman
Assistant Director
cc: Brian McDonald, Esq.
5781 Cranley Drive
West Vancouver, British Columbia V7W 1T1
CANADA
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Mr. Brian C. Doutaz
Alton Ventures, Inc.
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