July 20, 2005
Mr. David A. Dyck
Chief Financial Officer
Western Oil Sands Inc.
Ernst & Young Tower, Suite 2400
440 Second Avenue S.W.
Calgary, Alberta, Canada T2P 5E9
Re: Western Oil Sands
Form 40-F for Fiscal Year Ended December 31, 2004
Filed April 1, 2005
File No. 333-90736
Dear Mr. Dyck:
We have reviewed your filing and have the following
comments.
We have limited our review of your filings to those issues we have
addressed in our 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 information so we may better understand
your
disclosure. After reviewing this information, we may 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.
Form 40-F for the Fiscal Year Ended December 31, 2004
Controls and Procedures, Item C
1. We note your conclusion as to the effectiveness of your
disclosure
controls and procedures is incomplete as it does not indicate
whether
your controls are effective or ineffective. Please review your
disclosure and revise accordingly.
Auditors` Report, Exhibit 2
2. Please amend your filing to include the signature of the
chartered
accountants that have opined on your financial statements.
Financial Statements
Consolidated Statements of Operations and Retained Earnings
(Deficit), page 3
3. We note that your presentation of revenue excludes "the amount
recorded for purchased feedstocks and transportation costs
downstream
of Edmonton." Please tell us why you have presented revenue net
of
these costs and clarify the meaning of the subtotal presented. In
addition, distinguish between the amounts excluded from revenue
and
the type of costs included in the Operating expense line item.
Consolidated Statement of Cash Flows, page 4
4. We note in your reconciliation of net earnings to net cash
provided by operating activities that you present a subtotal of
net
income and various charges and credits above total net cash from
operating activities. We note the Illustrative example in CICA
1540, and that the subtotal presented does not include net income
or
loss, and only includes "items not effecting cash. Please revise
your presentation to comply with CICA 1540 for Canadian GAAP.
Management`s Discussion and Analysis, Exhibit 3, page 1
Operating Results - Highlights, page 3
5. We note that you have disclosed certain financial measures in
your
filings that appear to be non-GAAP measures, including, but
without
limitation, the following:
* Cash Flow per share - Basic
* Cash Flow from Operations before changes in non-cash working
capital
* EBITDAX
Please provide a detailed analysis that identifies each Canadian
non-
GAAP financial measure that you have disclosed in your report and
explain why the disclosure is appropriate. Refer to Item B(3) to
the
General Instructions for the Form 40-F and Question 32 of the June
13, 2004 Division of Corporation Finances` Frequently Asked
Questions
Regarding the Use of Non-GAAP Financial Measures at
http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm. Please
contact us at your convenience to further discuss this comment.
Operating Costs, page 8
6. We note your statement in footnote (2) that "Operating expenses
are now calculated on the basis of costs associated with the
synthetic crude sales excluding purchased blend stocks for the
relevant period." Please explain the nature of this change and
whether or not there was an impact on your financial statements.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. 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 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 filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a 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 our review of your filing or in
response to our comments on your filing.
You may contact Jennifer Goeken at (202) 551-3721 if you have
questions regarding comments on the financial statements and
related
matters. Please contact me at (202) 551-3683 with any other
questions.
Sincerely,
Jill S. Davis
Branch Chief
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Mr. David A. Dyck
Western Oil Sands Inc.
July 20, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010