August 17, 2005
Mail Stop 7010
By U.S. Mail and facsimile to (604) 443-7000
Robert A. Biagioni
President
Katie Gold Corp.
1055 West Hastings Street, Suite 1400
Vancouver, British Columbia
Canada V6E 2E9
Re: Katie Gold Corp.
Registration Statement on Form SB-2
Filed July 21, 2005
File No. 333-126748
Dear Mr. Biagioni:
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 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.
General
1. Please update your financial information to the period ended
June
30, 2005.
2. Please explain in an appropriate section of your registration
statement why you are becoming a publicly reporting company.
Please
address the costs you have incurred in connection with this
offering,
despite not receiving any proceeds of this offering, and the costs
that you will incur in the future with respect to your Exchange
Act
reporting obligations.
3. It appears you may be a blank check company as defined in Rule
419
of Regulation C in view of the following:
* you are a development stage company issuing penny stock;
* you have no operations, no assets except for cash, and no
employees;
* you will be unable to implement your business plan without
substantial additional funding and there appears to be no efforts
or
current plans for obtaining this funding;
* your registration statement contains very general disclosure
related to the nature of your business plan; and
* your statements on page 7 that you do not expect to generate any
operating revenues, that "[t]he likelihood of our mineral claims
containing economic mineralization or reserves of copper and
precious
[sic] is extremely remote," and that "[i]n all probability, the
Conglin Property does not contain any economic reserves and funds
that we spend on exploration will be lost."
If true, please disclose in an appropriate section of your
registration statement that you are a blank check company and the
meaning of that designation. In responding to this comment,
please
disclose any current plans, arrangements, commitments, or
understandings to engage in a merger or acquisition with another
company.
4. Please provide as an exhibit, a written consent from any
experts
whose name you cite, and/or whose work you incorporate into your
document, including William G. Timmins. This consent should
concur
with the summary of the information in the report disclosed, and
agree to being named as an expert in the registration statement.
Cover Page
5. Please disclose that you plan to apply for listing on the OTC
Bulletin Board upon effectiveness of this registration statement.
We
note your disclosure on page 8. Please also disclose that your
common stock may not be accepted for quotation on the OTC Bulletin
Board.
Summary, page 5
6. In the first paragraph, where you state "on our sole mineral
property," please clarify whether or not you own the Conglin
mineral
property and how you own it. We note your disclosure on page 23
that
you do not own any real property.
7. Please clearly disclose that you have incurred losses since
inception, have no operations, and that you have been issued a
going
concern opinion and rely upon the sale of your securities to fund
your operations.
8. Please revise to explain how Mr. Biagioni became engaged in
your
proposed business.
Risk Factors, page 6
9. It appears that your assets, any personnel and sole executive
and
director are all located in Canada. If so, please provide
appropriate disclosure regarding the difficulty that U.S.
investors
might have enforcing liabilities under the U.S. securities and
bankruptcy laws.
10. Please add a risk factor that addresses the risk associated
with
the fact that your articles of incorporation authorize the
issuance
of 75,000,000 shares of common stock, that these shares may be
issued
without security holder approval and that these shares when issued
may be granted voting powers, rights and preferences that differ
from
and may be superior to those of the registered shares.
If we do not obtain additional financing, our business will fail,
page 6
11. Disclose in the first paragraph the estimate of how much it
will
cost to complete all intended exploration of the Conglin Property.
12. We note your statement that you have sufficient funds to
conduct
the initial exploration on the property, but that you will require
additional financing to determine whether the property contains
economic mineralization. Revise your discussion to clarify what
steps are involved with the initial exploration, as well as to
state
the procedures and associated costs for determining whether the
property contains economic mineralization.
13. Please quantify the amount it will take to conduct initial
exploration of the property, how much it will cost to determine
whether the property contains economic mineralization, and
anticipated administrative costs referenced in the second sentence
of
the second paragraph of this risk factor.
14. We note your disclosure on page 24. Please provide
appropriate
risk factor disclosure that you do not intend to pay dividends in
the
foreseeable future.
Because we have not commenced business operations . . ., page 6
15. Please revise your discussion to specify the risk you will
face.
What liabilities are associated with "new mineral exploration
companies?" Please keep in mind that someone unfamiliar with your
business should be able to understand these risks.
16. Please address the risks associated with the costs of being a
publicly reporting company in the United States.
17. We note your statement that "it is doubtful that we will
generate
any operating revenues or ever achieve profitable operations."
Please revise your document to specifically state why you believe
that it is doubtful that you will ever generate operating
revenues.
If a market for our common stock does not develop . . ., page 8
18. We note your disclosure here and elsewhere in your document
you
intend to apply to have your shares traded on the OTCBB. We
understand that the OTCBB is a quotation medium for subscribing
NASD
members and is not an issuer listing service. Further, only
market
makers can apply to quote securities on the OTCBB. Please revise
your disclosure to state, if true, that you intend to contact an
authorized OTCBB market maker for sponsorship of your securities
on
the OTCBB.
Forward-Looking Statements, page 9
19. Delete your statement that investors "should not place too
much
reliance on these forward-looking statements." This language may
suggest that you do not have full responsibility under the federal
securities laws for information contained in this registration
statement.
Selling Stockholders, page 9
20. Please state that you will file a prospectus supplement to
name
successors to any named selling shareholders who are able to use
the
prospectus to resell the securities.
Use of Proceeds, page 9
21. Please disclose with quantification how you used or intend to
use
the proceeds you received from the sales of your securities to the
selling security holders.
Directors, Executive Officers, Promoters and Control Persons, page
13
22. Please supplementally confirm that Mr. Biagioni is not a
director
of a reporting company, or otherwise provide the disclosure
required
by Item 401(a)(1)(5) of Regulation S-B.
23. Please revise Ms. Arnott`s biographical information to
indicate
that she is also serving as the principal financial and accounting
officer and to disclose whether she has any accounting and/or
finance
background.
24. Please disclose whether or not you have an audit committee.
Security Ownership of Certain Beneficial Owners and Management,
page
15
25. Please revise your table of beneficial ownership to state the
date used in calculating the number of shares and percentage
ownership for each beneficial owner.
Interests of Named Experts and Counsel, page 16
26. You indicated that William G. Timmins, a professional
consulting
geologist, has provided an assessment of the Conglin property and
his
recommendations are included in this prospectus. Please delete
this
reference to this expert and his recommendations or include a
currently signed consent from William G. Timmins in your
registration
statement in accordance with Rule 436(b) of Regulation C.
Plan of Operations, page 22
27. Expand the disclosure to identify who will be conducting any
proposed exploration work, and discuss what their qualifications
are.
28. Please make it clear that even if you complete your
exploration
program and are successful in identifying a mineral deposit, you
will
have to spend substantial funds on further drilling and
engineering
studies before it will know if it has a commercially viable
mineral
deposit. Please provide appropriate risk factor disclosure also.
Market for Common Equity and Related Shareholder Matters, page 23
29. We note the disclosure regarding the availability of Rule 144
under the Securities Act here and on page 12. We direct your
attention to a No-Action Letter dated January 21, 2000 to Ken
Worm,
Assistant Director, OTC Compliance Unit, NASD Regulation, Inc.
That
letter illustrates our position that shares in a blank check
company
held by promoters or affiliates, as well as their transferees, may
not be resold pursuant to Rule 144. Please confirm your awareness
of
this position and provide adequate disclosure setting forth this
position and how it applies to the shares of your common stock
held
by your directors.
Financial Statements
Report of Independent Registered Public Accounting Firm
30. Your independent accountant, Telford Sadovnick, PLLC, is duly
registered and in good standing to practice in Washington.
However,
Telford Sadovnick, PLLC does not appear to be currently licensed
in
Nevada where your company is incorporated. Please note that it is
your responsibility to provide financial statements audited by an
auditor who meets the requirements of Rule 2-01(a) of Regulation
S-X.
Tell us how you have met the requirements of Rule 2-01(a) of
Regulation S-X. Also tell us what consideration you gave to
Nevada
state laws governing audits of Nevada companies performed by
accountants from other states.
31. Please remove the reference to the "auditing" standards of the
Public Company Accounting Oversight Board (United States). You
should only reference the standards of the Public Company
Accounting
Oversight Board (United States).
32. The inclusion of "unless the company attains future profitable
operations and/or obtain additional financing" in your auditor`s
report represents a conditional going concern. Please revise to
state whether you have a going concern issue or note. You should
state in a clear and concise manner whether or not there is a
going
concern issue. See AICPA, Professional Standards, vol. 1, as
amended.
33. It appears that your audit report is not signed. Please
provide
a signed audit report in your next amendment of this registration
statement.
Notes to the Financial Statements, page 32
34. Please disclose your year end in a footnote to the financial
statements.
Part II
Other Expenses of Issuance and Distribution, page 36
35. Please disclose the amount of printing fees and the amount of
fees required to have your securities quoted on the OTC Bulletin
Board.
Recent Sales of Unregistered Securities, page 36
36. It does not appear that you used an underwriter or other third
party finder with respect to your Regulation S offerings. Please
advise us as to the following:
* how you located the purchasers;
* who identified the purchasers;
* how were the purchasers contacted;
* who contacted the purchasers; and
* what information the purchasers received.
Exhibits, page 38
37. The consent of your legal counsel should be listed as a
separate
exhibit in your exhibit index but may be cross-referenced. See
Items
601(b)(23) and 601(b)(5) of Regulation S-B.
Exhibit 5.1, Legality Opinion
38. Please revise counsel`s legality opinion to reflect that there
are 32 selling shareholders listed in your registration statement.
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 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.
You may contact Ernest Green, Staff Accountant, at (202)
551-
3733 or Rufus Decker, Accounting Branch Chief, at (202) 551-3689
if
you have questions regarding comments on the financial statements
and
related matters. Please contact Matt Franker, Staff Attorney, at
(202) 551-3749 or me at (202) 551-3760 with any other questions.
Sincerely,
Jennifer Hardy
Branch Chief
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Robert A. Biagioni
Katie Gold Corp.
August 17, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE