Mail Stop 3561
June 16, 2005
Steven Chan, President
Driftwood Ventures, Inc.
707 7th Avenue, Suite 5
New Westminster, British Columbia
Canada V3M 2J2
RE: Driftwood Ventures, Inc. ("the company")
Registration Statement on Form SB-2
Filed on May 12, 2005
File No. 333-124829
Dear Mr. Chan:
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. We note that the company "intends" to be in the mineral
exploration business but has not conducted any exploration to
date,
has few assets, no revenues, two employees with no experience in
the
mining business. Please disclose in the filing if true that the
company is not a blank check company as define in Rule 419 of
Regulation C and the company will not merge or acquire another
company or become a vehicle for a reverse acquisition in the
future.
Prospectus Cover Page
2. Revise your disclosure referencing your intent to have the
company`s securities listed on the OTC Bulletin Board to clarify
that
there is no assurance of when, if ever, that such securities will
be
listed for trading on any exchange.
Summary
Termination of the Offering
3. We note the disclosure that the offering will conclude when all
of
the 907,000 shares of common stock have been sold, the shares no
longer need to be registered to be sold. If true, please revise
the
disclosure to note the reason why the shares no longer need to be
registered to be sold is due to the operation of Rule 144(k).
4. Please provide the following disclosure "that in any event the
offering will terminate no later than months or years."
5. Please discuss how the price of $7,000 was determined for the
mineral claims comprising the Silver Creek property and identify
the
persons making the determination and their relationship, if any
with
the registrant or any promoter.
6. According to the filing the vendor of the property was Ms.
Serena
Tan. Please disclose her affiliation if any with the officers,
directors or promoters of the company. Advise how the company and
Ms.
Serena Tan were introduced. Upon receipt we may have additional
comments.
7. Please advise when Ms. Serena Tan purchased the property, from
whom, at what price and that`s person`s affiliation if any to the
company, officers, directors and promoters.
8. We note that the company was incorporated on February 13, 2003
and
that to date, the company has not conducted any exploration.
Please
briefly disclose the company`s activities since incorporation
until
the present.
Summary Financial Information
9. Please update the financial information to the most recent date
practicable.
Risk Factors
10. Since there is no market for the company`s shares at the
present
time, please revise the statement under this heading "[T]he
trading
price of our common stock could decline due to any of these
risks..."
"If We Do Not Obtain Additional Financing..."
11. We note the disclosure in the last paragraph under this risk
factor. Inasmuch as the company considers this "an anticipated
alternative for the financing of further exploration...", please
provide another risk factor addressing the risk associated with
"our
sale of a partial interest in the Silver Creek property to a third
party..."
"Because Our President has Other Business Interests..."
12. Please supplementally advise if Mr. Chan has been associated
with
the companies, Chinadotcom Corp., Phoenix Technologies Ltd.,
Pivotal
Corp. and Ross Systems, Inc. If so, please advise in what
capacity
was he associated and the time frame, for each. If he was not
associated, please confirm. Upon receipt, we may have further
comment.
13. Further, we note a hotel and resort company has the same name
"Driftwood Ventures Inc." located in West Palm Beach, FL. Please
advise whether or not there is any affiliation with this company.
Selling Shareholders
14. Under the section "Recent Sales of Unregistered Securities" in
Part II to the registration statement, please provide the facts
considered underlying the exemption claimed for the shares sold on
December 3, 2004 and December 30, 2004. See Item 701 of
Regulation
S-B.
Directors, Executive Officers, Promoters...
Biographical Information
15. We note the statement in paragraph two (2) that "[M]r. Chan
does
not have any professional training or technical credentials in the
exploration, development and operation of mines." However, we
further note in the last paragraph under "Description of Business
- -
"we will make a decision as to whether or not we proceed with each
successive phase based upon the analysis of the results of that
program. Our directors will make this decision based upon the
recommendations of the independent geologist who oversees the
program
and records the results, as well as our president Steven Chan, who
is
a professional engineer." Please revise as appropriate to make
the
disclosure on Mr. Chan`s professional training consistent
throughout
the prospectus.
16. Please identify all promoters of the company.
Description of Business
Mineral Property Purchase and Sale Agreement
17. We note the company acquired a 100% interest in the Silver
Creek
property from Serena Tan for $7,000. Please state whether or not
there is or was any affiliation or relationship between the
company`s
management and Ms. Tan prior to this transaction.
18. We note that the Silver Creek property claim is in good
standing
until June 24, 2005. According to the filing at least $100 in
exploration work must be complete on the claim by that date in
order
to extend the claim expiry date by one year, to June 24, 2006.
Please
update the disclosure.
Geological Assessment Report
19. Please expand the disclosure to indicate whether or not the
company has a written agreement with Mr. Macdonald to perform the
work also, please disclose the cost of the report, indicating
whether
the company has paid for this.
20. According to the disclosure "our directors will make this
decision to proceed based upon the recommendations of the
independent
geologist who oversees the program and records the results, as
well
as our president Mr. Chan. Please disclose whether it is possible
or
likely that Mr. Macdonald will provide the geological services to
complete phases 1and 2. In that capacity please discuss his
services
to be rendered and the fees for such services. If Mr. Macdonald
will
serve in that capacity it does not appear that he would be an
independent geologist. Please advise.
21. Please disclose the name of the persons that introduced Mr.
Macdonald to the company its officers and directors and how the
company became aware of Mr. Macdonald services.
22. Please disclose all fees Mr. Macdonald received in connection
with this filing and from whom he received such fees.
Conclusions Section
23. We note Mr. Macdonald is providing conclusions that the
property
has potential "...to host significant amounts of mineralization
and
that further exploration of the property is warranted." Please
provide us with a list of the public reporting companies or
pending
reviews in the commission that Mr. Macdonald has provided similar
services. Discuss the current status of each and the results of
such
exploration. Upon receipt we may have additional comments.
24. Any written agreement between the company and Mr. Macdonald
should be filed as an exhibit to the registration statement as
required by Item 601(b) of Regulation S-B.
25. Also, the geological report should be filed as an exhibit and
the
exhibit index revised to reflect the filing of such.
26. The last sentence in this section should be revised to
indicate
"[T]he recommended phase two program will entail follow-up
sampling
in areas only if significant mineralization is encountered in the
first phase."
27. We note under phase one of the Proposed Budget that $1,000 is
being budgeted for a geological technician. Please identify who
will
be performing this work, if known.
Plan of Operations
28. The amendment to be filed should include an update of the
status
of this work in phase one.
29. We note under "Other Expenses of Issuance and Distribution"
that
the fees and expenses will be $11,500. Please clarify the
specific
nature of the other expenses to comprise the remaining amount to
total $15,000 for "professional fees and administrative expenses"
mentioned in paragraph two (2) hereunder.
Certain Relationships and Related Transactions
30. It would appear that the information contained in Note 3 to
the
financial statements, "Advances from Related Party" should be
disclosed in this section. Also the initial statement in this
section "[N]one of the following parties has, since our date of
incorporation, had any material interest..." should be deleted in
this regard. Please revise.
Financial Statements
Report of Independent Registered Public Accounting Firm
32. Please revise the audit opinion (third paragraph) to address
the
accounting principles utilized. Please refer to the guidance in
paragraph (c) of Article 2 of Regulation S-X and the illustrative
example in Auditing Standard No. 1.
Other Regulatory
33. Please note the updating requirements for the financial
statements as set forth in Item 310(g) of Regulation S-B, and
provide
a current consent of the independent accountants in any amendment.
Part II.
Recent Sales of Unregistered Securities
34. We note the disclosure under "Selling Shareholders" with
respect
to the sale of 750,000 shares of stock completed on December 3,
2004
and the disclosure in this section which states the offering was
completed on November 26, 2004. Please reconcile.
35. Further, we note that the price per share for the sale of the
750,000 shares was at $0.01 per share, while the sale of 157,000
shares on December 30, 2004 was at $0.10 per share. Please briefly
disclose the factors considered for setting the price for each
offering.
Regulation S Compliance
36. Please clarify the offering restrictions implemented.
Exhibits
37. The legal opinion should be included in the amendment to be
filed.
General
38. In the amendment to be filed, please number each page of the
registration statement.
39. Please update the disclosure throughout the prospectus to the
latest date practicable.
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 provide 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 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 contact Angela Halac at (202) 551- 3398 with any
questions regarding accounting issues and you may contact Janice
McGuirk at (202) 551-3395 with any other questions.
Sincerely,
John Reynolds, Assistant Director
Office of Emerging Growth Companies