August 12, 2005
Mail Stop 6010
Earl Hope
President and Chief Executive Officer
Riverbank Resources Ltd.
595 Howe Street, Suite 902, Box 12
Vancouver, B.C. V6C 2T5
Re: Riverbank Resources Ltd.
Registration Statement on Form SB-2
File No. 333-126680
Filed on July 18, 2005
Dear Mr. Hope:
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.
1. We note your Certificate of Incorporation describes your
company as
Riverbank Resources Inc., yet you are registering shares of
Riverbank
Resources Ltd. Please confirm the correct name of your company
and
revise your filing as necessary.
2. Please provide us with copies of any graphics, maps,
photographs,
and related captions or other artwork including logos that you
intend
to use in the prospectus.
Fee Table
3. There are two footnotes in the calculation of the registration
fee
table that are not referenced below. Please provide the
footnotes.
Summary, page 5
4. Please balance your disclosure here by prominently disclosing
at
the beginning of this section that your auditors have expressed a
going concern opinion, and that you will need to raise additional
funds within the next twelve months.
5. Here, in your business section, and throughout your prospectus,
avoid use of highly technical terms, so that investors may more
easily
understand the nature of your business. Please describe or define
such terms as "adit," "mineralization," "trenching," "mobilization
and
demobilization" and "clearing and rehabilitating."
6. We note your disclosure that you have only conducted "initial
exploration" to date. It is unclear if by "initial exploration"
you
are referring to the inspection conducted by Mr. Timmins. Please
revise to clarify the extent of the exploration conducted.
Risk Factors, page 6
7. Please add a risk factor that addresses the risks associated
with
the fact that the remaining 4 million shares of common stock not
being
registered for resale on this registration statement will become
eligible for resale pursuant to Rule 144 on April 26, 2006.
8. Please add a risk factor that addresses that fact that the
probability of an individual prospect ever having "reserves" that
meet
the requirements of Industry Guide 7 is extremely remote, and in
all
probability the property does not contain any reserves, and any
funds
spent on exploration will probably be lost.
If we do not obtain additional financing..., page 6
9. Please disclose your current cash position in this risk factor.
Because we have only recently commenced business operations...,
page 6
10. We note you list potential problems as including "but not
limited
to" certain items. Please disclose all material risks in this
risk
factor.
If a market for our common stock does not develop..., page 8
11. Please briefly describe the significant hurdles to finding a
market maker for your stock. Also, note that the shares are not
listed on the OTCBB; they are quoted. Please revise to reflect
this.
Description of Business, page 17
12. For your property, provide the disclosures required by
Industry
Guide 7 (b). In particular, provide:
* A description of equipment and other infrastructure
facilities.
* The current state of exploration of the property.
* The source of power that can be utilized at the property.
* A clear statement that the property is without known reserves.
Description, Location and Access, page 17
13. Please insert a small-scale map showing the location and
access to
your property. Note that SEC`s EDGAR program now accepts digital
maps; so please include these in any future amendments that are
filed
on EDGAR. It is relatively easy to include automatic links at the
appropriate locations within the document to GIF or JPEG files,
which
will show the figures and/or diagrams to appear in the right
location
when the document viewed on the Internet. For more information,
please consult the EDGAR manual, and if you need additional
assistance, please call Filer Support at 202-551-8900.
Mineralization, page 18
14. We note your disclosure on the bottom of page 18 about a
sample
taken. When reporting the results of sampling and chemical
analyses
eliminate all analyses from "grab" or "dump" samples, unless the
sample is of a substantial and disclosed weight.
Title to the Big Mike Property, page 19
15. Your disclosure of the title owner is unclear, as it appears
Mr.
Gunmund Lovang is the current title owner. Please clarify the
nature
of your ownership or interest in the property, and explain what it
means to have an "absolute bill of sale." Also describe any other
underlying agreements or interests in the property.
Plan of Operations, page 22
16. Please revise the filing to provide the information regarding
off-
balance sheet arrangements required by Item 303(c) of Regulation
S-B.
Financial Statements
17. In the event of a delay of effectiveness, revise to provide
updated financial information as required by Item 310(a) of
Regulation
S-B.
Report of Independent Registered Public Accounting Firm, page F-1
18. We note that your audit report was signed by an audit firm
based
in Boynton Beach, Florida. However, your operations are in North
Vancouver, British Columbia. Please tell us why you believe it is
appropriate to have an audit report issued by an auditor that is
located far away from your primary operations. Please tell us
whether
your management and accounting records are located in the United
States or Canada as well as where the majority of the audit work
is
conducted.
Notes to Financial Statements
Summary of Significant Accounting Policies and Organization, page
F-6
(A) Organization, page F-6
19. We note that you state the name of Tao Minerals, Inc. as the
name
of your company. We also note reference to this name in section
2.2
of the purchase and sale agreement included as Exhibit 10.1 to
this
Registration Statement on Form SB-2. Please revise the filing to
correct the name of your company. In addition, describe to us the
nature of any relationship between your company or any of its
directors or executive officers and Tao Minerals, Inc.
Note 2. Acquisition of Mineral Rights, page 7
20. You state here that you acquired the mining rights to two
claims.
However, you only describe one claim. In addition, disclosures
elsewhere in the filing indicate only one mineral claim. Please
revise the filing to clarify how many claims you hold and provide
the
required disclosures for each claim.
Exhibits
21. Please remove the technical report attached as an exhibit.
Industry Guide 7 specifically prohibits attaching technical
studies to
registration statements.
22. Please revise the Exhibit Index to include a specimen stock
certificate and any other instruments defining the rights of
security
holders. See Item 601(b)(4) of Regulation S-B.
* * * * *
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 Praveen Kartholy at (202) 551-3639 or Kevin
Vaughn, Accounting Reviewer, at (202) 551-3643 if you have
questions
regarding comments on the financial statements and related
matters.
Please contact Jay Mumford at (202) 551-3637 or me at (202) 551-
3625
with any other questions.
Sincerely,
Mary Beth Breslin
Attorney-Advisor
cc (via fax): Gregg E. Jaclin, Esq.
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Earl Hope
Riverbank Resources Ltd.
August 12, 2005
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