July 14, 2005
By facsimile to (949) 660-9010 and U.S. Mail
Mr. Sean Philip Watkinson
President, Secretary, and Treasurer
Maneki Mining Inc.
4462 John Street
Vancouver, British Columbia, Canada V5V 3X1
Re: Maneki Mining Inc.
Registration Statement on Form SB-2
Filed June 17, 2005
File No. 333-125898
Dear Mr. Watkinson:
We reviewed the filing and have the comments below.
Where indicated, we think that you should revise the document
in
response to the comments. If you disagree, we will consider your
explanation why a comment is inapplicable or a revision is
unnecessary. Be as detailed as necessary in your explanation. To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information. We may raise additional
comments after reviewing this information.
Our review`s purpose is to assist you in your compliance
with
applicable disclosure requirements and to enhance the overall
disclosure in your document. We look forward to working with you
to
achieve these objectives. We welcome any questions that you may
have
about comments or any other aspect of our review. You may call us
at
the telephone numbers listed at the end of this letter.
Registration Statement`s Cover Page
1. Since Maneki Mining is relying on Rule 415 of Regulation C
under
the Securities Act, add a box to that effect on the cover page.
See
telephone interpretation 36 in section D of our July 1991 "Manual
of
Publicly Available Telephone Interpretations" that is available on
the Commission`s website at http://www.sec.gov.
Prospectus` Outside Front Cover Page
2. We note the offering price of $0.02 per share for the shares
being
sold. If Maneki Mining has entered into an agreement with the
selling shareholders for this purpose, so disclose and file the
agreement as an exhibit to the registration statement.
3. Disclosure indicates that the shares offered under this
prospectus
are being offered on a "best efforts" basis. Since the
registration
statement is for the offering and sale of shares of Maneki
Mining`s
common stock by selling shareholders and not a primary offering of
Maneki Mining, the term "best efforts" is inapplicable to the
offering. Please revise.
Prospectus` Inside Front Cover Page
4. Move the two paragraphs after "Table of Contents" so that they
follow the summary and risk factors sections. See Items 502 and
503(c)(2) of Regulation S-B.
5. Since Maneki Mining is a penny stock issuer, Maneki Mining is
ineligible to rely on the safe harbor. See section 27A(b)(1)(C)
of
the Securities Act and section 21E(b)(1)(C) of the Exchange Act,
and
delete the references under "Forward-Looking Statements" to the
sections cited and to the Private Litigation Reform Act of 1995.
Also, the 1995 Act is inapplicable to initial public offerings.
Risk Factors, page 7
6. Unless you can substantiate significant technical training or
experience in minerals exploration or mining by your management,
you
must include a risk factor early in this risk factors section that
your management lacks technical training and experience with
exploring for, starting, or operating a mine. With no direct
training or experience in these areas, your management may not be
fully aware of many of the specific requirements related to
working
within this industry. Your management`s decisions and choices may
not take into account standard engineering or managerial
approaches
mineral exploration companies commonly use. Consequently, your
operations, earnings, and ultimate financial success could suffer
irreparable harm due to management`s lack of experience in this
industry. We note the ninth risk factor.
7. Revise the fourth risk factor to clarify that the probability
of
an individual leased mineral claim ever having "reserves" that
meet
the requirements of Industry Guide 7 is extremely remote, in all
probability your leased mineral claims do not contain any
reserves,
and any funds spent on exploration will probably be lost.
8. Revise the fifth risk factor to clarify that the term "ore" is
treated the same as the term "reserve" under paragraph (a)(1) of
Industry Guide 7.
9. Include in each risk factor`s discussion information necessary
to
assess the risk, including its magnitude. For example,
* The first risk factor states that Maneki Mining`s current
operating
funds will cover only part of the first phase of its exploration
program and that Maneki Mining will have to obtain additional
financing to perform any further exploration or extensive testing.
Quantify the known or estimated amount of additional financing
that
Maneki Mining will require to perform any further exploration or
extensive testing.
* The fifth risk factor states that if Maneki Mining`s exploration
programs are successful in discovering ore of commercial tonnage
and
grade, Maneki Mining will require additional funding to place the
mineral claim into commercial production. Quantify the known or
estimated amount of additional funding that Maneki Mining will
require for placing the mineral claim into commercial production.
* The tenth risk factor states that Maneki Mining`s planned
exploration program budgets for regulatory compliance. State the
amount that Maneki Mining`s planned exploration program has
budgeted
for regulatory compliance.
10. The sixth risk factor includes "with no assurance" language.
Since the risk is the situation described and not Maneki Mining`s
inability to assure, revise.
11. The fourteenth risk factor indicates that Maneki Mining`s
common
stock is a penny stock. Expand the risk factor`s discussion to
describe concisely but comprehensively the compliance actions
required under Rules 15g-2 through 15g-9 under the Exchange Act.
Then explain the risks to investors resulting from required
compliance with these regulations such as price fluctuations,
additional disclosure requirements, and the lack of a liquid
market.
12. Disclosure under "Competition" on page 23 indicates that
competition could reduce the availability of properties of merit
or
increase the cost of acquiring the mineral properties. Address in
a
discrete risk factor the consequences or effects of competition on
Maneki Mining, an exploration stage company, and its shareholders.
13. Disclosure on page 25 indicates that if Maneki Mining requires
additional financing, Maneki Mining anticipates that the funding
will
be in the form of equity financing from the sale of its common
stock.
Address in a discrete risk factor the consequences or effects of
any
equity financing on Maneki Mining and its shareholders. Further,
indicate that Maneki Mining has no arrangements in place for any
future equity financing.
14. Disclosure on page 26 indicates that Maneki Mining entered
into a
service agreement with George J. Eliopulos, a principal of Nevada
Mine Properties II, the 100% owner of the Poison Gulch claims that
Maneki Mining leases from Ammetco Resources. Address in a
discrete
risk factor Mr. Eliopulos` potential conflict of interest as a
consultant to Maneki Mining and as a principal of Nevada Mine
Properties II.
15. Since Mr. Sean Philip Watkinson, Maneki Mining`s sole director
and officer, is a Canadian resident, include risk factor
disclosure
of the difficulty that may arise in attempting to effect service
or
process on him in Canada or in enforcing a judgment against Maneki
Mining`s assets located outside of the United States.
Selling Shareholders, page 11
16. State that Maneki Mining will file a prospectus supplement to
name successors to any named selling shareholders who are able to
use
the prospectus to resell the securities.
Plan of Distribution, page 13
17. We note the disclosure that the selling shareholders may sell
their shares directly to market makers acting as agents in
unsolicited brokerage transactions. Describe in the prospectus
the
circumstances under which the selling shareholders would sell
their
shares directly to market makers. Tell us whether the selling
shareholders have identified already any marker makers as agents
and
what consideration Maneki Mining has given to whether such a
market
maker would be deemed a broker under section 15 of the Exchange
Act.
Consultants, page 15
18. We assume the disclosure that Mr. Eliopulos was a geologist
for
Tenneco Minerals Corporation "from January 1997 to December 1984"
should read "from January 1977 to December 1984." Please revise.
Nevada Anti-Takeover laws, page 18
19. Based on disclosure that the statute is limited to
corporations
organized in the state of Nevada with 200 or more stockholders, at
least 100 of whom are stockholders of record and residents of the
state of Nevada, and does business in the state of Nevada directly
or
through an affiliated corporation, it would appear that the
statute
is inapplicable to Maneki Mining as of the date of the prospectus.
If true, so indicate.
Description of Business, page 20
20. Indicate whether Maneki Mining`s leased mineral claims are
federal or state claims.
Mineral Lease Agreement between Maneki Mining Inc. and Ammetco
Resources, page 20
21. Disclosure indicates that Maneki Mining selected the property
based in part upon a review of prior work programs conducted on
these
claims. Specify the prior work programs reviewed, and describe
briefly the results of the prior work programs. See paragraph
(b)(3)
of Industry Guide 7.
22. Furnish supplementally a complete copy of every material
engineering, geological, or metallurgical report on the property,
including governmental reports, that are known and available to
Maneki Mining. Every report should include the name of its author
and the date of its preparation if known to Maneki Mining. See
paragraph (c)(2) of Industry Guide 7.
23. Refer to sections H and I of exhibit 10.1, and specify Maneki
Mining`s royalty obligations under the agreement.
24. We note that you are required to pay federal, state, and
county
annual mining claim maintenance or rental fees. If these fees are
material, disclose your scheduled payments in a commitments and
contingency footnote.
Description and Location of the Poison Gulch mineral claims, page
21
25. For Maneki Mining`s leased mineral claims` property, provide
the
disclosures required by paragraph (b) of Industry Guide 7. In
particular, provide:
* A map or maps showing the location of the property.
* Any conditions that Ammetco Resources as owner must meet to
obtain
or retain title to the property.
* Any conditions that Maneki Mining as lessee must meet under the
lease agreement.
* A description of the property`s present condition.
* An identification of the mines as open-pit or underground.
* A description of any equipment and other infrastructure
facilities.
* The current state of exploration of the property.
* The source of power that can be used at the property.
Refer to paragraph (b)(1)-(5) of Industry Guide 7 for specific
guidance.
26. Disclose the area of Maneki Mining`s leased mineral claims in
acres or hectares.
Conclusions of the Summary Report for the Poison Gulch Property
Owyhee County, Idaho, page 22
27. Provide us a copy of the geological report prepared by Mr.
Doyle
Kenneth Brook Jr. for Maneki Mining. See paragraph (c)(2) of
Industry Guide 7.
28. Disclosure in exhibit 23.2 indicates that Mr. Doyle Kenneth
Brook
Jr. prior involvement with the Poison Gulch property was an August
1991 visit to the property. Disclose whether the August 1991
visit
is Mr. Brook`s only visit to the property.
29. 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 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.
As appropriate, revise your discussion of the report.
30. In this subsection`s second paragraph, remove the reference to
the Ken Snyder mine near Minas, Nevada because it is outside the
Poison Gulch property.
31. Explain the meaning of the abbreviation "EM" in this
subsection`s
third paragraph.
Plan of Operations, page 24
32. Expand the disclosure of your exploration plans to address
these
items:
* Disclose a brief geological justification for each of Maneki
Mining`s exploration program written in non-technical language.
* Identify who will be conducting any proposed exploration work,
and
discuss what their qualifications are. We note the reference to
outside consultants.
33. In this subsection`s third paragraph, specify the known or
estimated schedule for completing steps two and three of the
initial
phase of exploration.
34. In this subsection`s fourth paragraph, specify the known or
estimated schedule for completing phase two of the exploration
program. Also explain briefly phase two`s scope or purpose. We
note
the disclosure on page 23.
35. Specify the known or estimated schedule for completing phase
three of the exploration program. Also explain briefly phase
three`s
scope or purpose. We note the disclosure on page 23.
36. Make it clear to investors that even if Maneki Mining
completes
its exploration program and is successful in identifying a mineral
deposit, Maneki Mining will have to spend substantial funds on
further drilling and engineering studies before it will know if it
has a commercially viable mineral deposit, a reserve.
37. Disclosure on page 25 states that Maneki Mining intends to
seek
out and acquire other North American exploration properties if the
results of steps one and two of phase one prove not to be
sufficiently positive to proceed with a further exploration on the
Poison Gulch claims. Clarify that Maneki Mining may not have
sufficient financing to seek out and acquire other North American
exploration properties. Also clarify that even if Maneki Mining
has
sufficient financing, Maneki Mining may be unsuccessful in seeking
out and acquiring other North American exploration properties.
Reports to Security Holders, page 26
38. We note the disclosure that Maneki Mining plans to register as
a
reporting company under the Exchange Act "concurrent with the
effectiveness of this registration statement." If Maneki Mining
intends to file a Form 10 or a Form 10-SB, Maneki Mining should
file
the form as soon as practicable because the form may be subject to
review. Clarify how Maneki Mining intends to register as a
reporting
company.
Certain Relationships and Related Transactions, page 27
39. Describe briefly the consulting services provided by Mr.
George
J. Eliopulos and any compensation.
No Public Market for Common Stock, page 27
40. Clarify in this subsection`s last paragraph that Maneki
Mining`s
common stock is subject to the penny stock rules.
Where You Can Find More Information, page 42
41. Delete the language that statements in the prospectus "are
qualified in their entirety." Rule 411(a) of Regulation C under
the
Securities Act allows qualification of information inside the
prospectus by reference to information outside the prospectus only
to
the extent the form explicitly permits it or where the form
requires
a summary of the document.
Exhibits
42. Include an exhibit index immediately before the exhibits. We
note the disclosure under Item 27 on page 45.
Exhibit 5.1
43. In the first paragraph, specify the information provided by
representatives of Maneki Mining for purposes of the opinion.
44. Refer to (iv) in the third paragraph. In opining that
securities
are legally issued, counsel may not assume that the officers
signing
the appropriate certificates evidencing the securities have the
legal
authority to do so. Please revise.
45. Disclaimers of responsibility that in any way state or imply
that
investors are not entitled to rely on the opinion or other
limitations on whom may rely on the opinion are unacceptable.
Thus,
delete the word "solely" in the seventh paragraph`s first
sentence.
46. Since the opinion is filed as an exhibit to the registration
statement, the disclaimer that "we render no opinion with respect
to
the truth and accuracy or the completeness of the Registration
Statement, or any portion thereof" is inappropriate. Please
revise.
47. Since counsel must consent also to being named in the
registration statement, revise the eighth paragraph.
Exhibit 23. 2
48. We are able to read the exhibit that is filed on the EDGAR
system, but we are unable to print a copy of the exhibit in its
entirety. There appears to be a technical error that occurred
with
the submission. Before filing the revised exhibit with the next
amendment to the registration statement, consult the EDGAR manual
on
submission procedures, including tagging. If you require
additional
assistance, you may call Filer Support at (202) 551-8050.
49. Mr. Doyle Kenneth Brook Jr. must consent to being named as an
expert in the registration statement. Further, the consent should
concur with the summary of the information in his report that is
disclosed in the registration statement. See Rule 436 of
Regulation
C under the Securities Act, and revise.
50. Since paragraph (b)(7) of Industry Guide 7 specifies that
technical studies should not be filed as an exhibit to the
registration statement, delete paragraph 10 of exhibit 23.2.
Signatures, page 46
51. Maneki Mining`s principal financial officer and controller or
principal accounting officer also must sign the registration
statement. Further, any person who occupies more than one of the
specified positions, for example, principal financial officer and
controller or principal accounting officer, must indicate each
capacity in which he signs the registration statement. See
instructions 1 and 2 for signatures on Form SB-2, and revise.
Closing
File an amendment to the SB-2 in response to the comments.
To
expedite our review, Maneki Mining may wish to provide us three
marked courtesy copies of the amendment. Include with the filing
any
supplemental information requested and a cover letter tagged as
correspondence that keys the responses to the comments. If Maneki
Mining thinks that compliance with any of the comments is
inappropriate, provide the basis in the letter. We may have
additional comments after review of the amendment, the responses
to
the comments, and any supplemental information.
We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision. Since Maneki Mining and its management are in
possession of all facts relating to the disclosure in the
registration statement, they are responsible for the adequacy and
accuracy of the disclosures that they have made.
If Maneki Mining requests acceleration of the registration
statement`s effectiveness, Maneki Mining should furnish a letter
at
the time of the request, acknowledging that:
* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.
* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Maneki Mining from its full responsibility for the
adequacy
and accuracy of the disclosure in the filing.
* Maneki Mining may not assert our comments and the declaration of
the registration statement`s effectiveness as a defense in any
proceeding initiated by the Commission or any person under the
United
States` federal securities laws.
The Commission`s Division of Enforcement has access to all
information that Maneki Mining provides us in our review of the
registration statement or in response to our comments on the
registration statement.
We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.
You may direct questions on accounting comments to Patricia
A.
Armelin, Staff Accountant, at (202) 551-3747 or Jeanne K. Baker,
Assistant Chief Accountant, at (202) 551-3691. You may direct
questions on other comments and disclosure issues to Edward M.
Kelly,
Senior Counsel, at (202) 551-3728 or me at (202) 551-3767.
Very truly yours,
Jennifer R. Hardy
Legal Branch Chief
cc: Thomas E. Stepp, Esq.
Stepp Law Group
32 Executive Park, Suite 105
Irvine, CA 92614-6742
Mr. Sean Philip Watkinson
July 14, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE