Mail Stop 3561
August 4, 2005
Eric John Plexman
c/o Empire Stock Transfer Inc.
7251 West Lake Mead Boulevard, Suite 300
Las Vegas, NV 89128
Re: SOM Resources Inc.
Registration Statement on Form SB-2
Filed July 8, 2005
File No. 333-126490
Dear Mr. Plexman:
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
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.
Summary, page 4
1. Please disclose that your auditors have raised substantial
doubt
as to your ability to continue as a going concern. Also, please
disclose you are a development stage company, have no or limited
active business operations, no revenues, and no significant
assets.
2. Please add a separate paragraph which indicates the absence of
a
public market for the common shares and briefly explains how the
absence of a public market impacts liquidity.
Risk Factors, page 2
3. In general, descriptions of risks that describe circumstances
that
could apply equally to other businesses that are similarly
situated
are generic risks. Please revise them to state specific material
risks to your company or to the purchasers in this offering. For
example, we note that the following risk factors appear to contain
generic disclosures:
* Because of the speculative nature... page 6
* Because of the inherent dangers... page 6
* If a market for our common stock...page 7
Please note these are examples only. Review your entire risk
factor
section and revise as necessary.
Because our directors own 49%..., page 6
4. Please identify in this risk factor the directors that hold 49%
of
your outstanding common stock.
Plan of Distribution, page 11
5. Please revise your disclosure here to clarify that, to be
quoted
on the OTC Bulletin Board, a market maker must file an application
on
your behalf in order to make a market for your common stock.
Clarify
how long this takes and whether you have engaged a market maker to
apply for quotation on the OTC Bulletin Board on your behalf.
Explain what effect quotation on the OTC Bulletin Board will have
on
your liquidity. Also, please address this issue in your
disclosure
of the Market for Common Equity and Related Stockholder Matters
section of your prospectus.
Description of Business, page 16
6. To the extent material, please expand your disclosure to
include
the competitive business conditions you face and the cost and
effect
of compliance with environmental laws.
Plan of Operations, page 20
7. We note on page 6 that in the risk factor entitled "Because of
the
speculative nature of exploration..." you disclose that the
likelihood of your mineral claim containing silver, gold or
economical mineralization is remote. We note that you have
funding
only for the first phase of your exploration and your
administrative
cost for your first year. Given the remote
likelihood of success, please expand your Plan of Operation to
include a discussion concerning what your plan of operation will
be
if based on the first phase of your exploration you determine that
further exploration is not warranted.
Notes to Financial Statements, page F-6
Note 1 - Summary of Significant Accounting Policies and
Organization,
page F-6
8. Please disclose your fiscal year-end.
Note 4 - Going Concern, page F-8
9. We note your disclosure that you believe that the actions you
are
taking to obtain additional funding and the implementation of your
strategic plans will provide you with the opportunity to continue
as
a going concern. Your statement implies that this offering by
selling shareholders will provide you with funding. Please revise
your disclosure to clarify this point and provide a more detailed
description of other funding and actions that management is
pursuing.
*****
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 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 Act
of
1933 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.
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 staff comments and the declaration
of
effectiveness 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 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 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 Scott Ruggerio, Staff Accountant, at (202)
551-
3331 or William Choi, Accounting Branch Chief, at (202) 551- 3716
if
you have questions regarding comments on the financial statements
and
related matters. Please contact Scott Anderegg, Staff Attorney,
at
(202) 551-3342 or David Mittelman, Legal Branch Chief, at (202)
551-
3241 or me at (202) 551-3720 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Gregg E. Jaclin
Anslow & Jaclin, LLP
Via Fax (732) 577-1188
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Eric John Plexman
SOM Resources Inc.
August 4, 2005
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