August 19, 2005
VIA MAIL AND FACSIMILE TO 604-643-1789
Mr. Stuart Rogers
President
MAX Resource Corp.
400 Burrard Street, Suite 1400
Vancouver, BC V6C 3G2
Canada
Re: MAX Resource Corp.
Form 20-F for Fiscal Year Ended December 31, 2004
Filed June 29, 2005
File No. 0- 30780
Dear Mr. Rogers:
We have reviewed your filing and have the following
comments. We
have limited our review of your filing 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.
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 20-F for the Fiscal Year Ended December 31, 2004
Item 15 - Controls and Procedures, page 36
1. Please revise to provide your officers` evaluation of
disclosure
controls and procedures as of the end of the fiscal year covered
by the
report. See Item 15(a) of Form 20-F.
Item 17 - Financial Statements, page 38
2. In connection with your statement that "[a]ll of these
[financial
statements] were prepared by our auditor, Dale Matheson Carr-
Hilton
LaBonte," please provide us with a summary of the services
provided in
this capacity. Please provide your assessment of these services
with
regards to your compliance with the requirements of Rule 2-
01(c)(4) of
Regulation S-X as required by Instruction 2 to Item 8.A.2 of Form
20-F.
Financial Statements
Note 8 - US GAAP, page 52
Mineral property costs
3. Please revise your description of US GAAP requirements for
accounting
for mineral property costs to note that mineral property
acquisition costs
are capitalizable to the extent that they are not impaired under
SFAS 144
and should be accounted for in accordance with the requirements of
the
underlying agreements. See EITF 04-02. Clarify in your
disclosure that
exploration costs are expensed as incurred under US GAAP until
economic
feasibility is established.
Impairment of long-lived assets
4. Add a section addressing the requirements for assessing
impairment of
long-lived assets under US GAAP.
5. Supplementally tell us how you assessed fair value for purposes
of
applying paragraph 7 of SFAS 144.
Engineering Comments
General
6. For the property, provide the disclosures required by Industry
Guide 7
(b). In particular, provide:
* The location, means of access to the property, and
transportation from
the property.
* Any conditions that must be met in order to obtain or retain
title to
the property.
* A brief description of the rock formations and mineralization of
existing or potential economic significance on the property.
* A description of any work completed on the property and its`
present
condition.
* The details as to modernization and physical condition of the
plant and
equipment, including subsurface improvements and equipment.
* Provide a description of equipment and other infrastructure
facilities.
* The current state of exploration of the property.
* The total cost of the property has incurred to date and planned
future
costs.
* The source of power and water that can be utilized at the
property.
* If applicable, provide a clear statement that the property is
without
known reserves and the proposed program is exploratory in nature.
Refer to Industry Guide 7 (b) (1)-(5) for specific guidance.
Industry
Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.
7. Insert a small-scale map showing the location and access to the
property. Note that SEC`s EDGAR program now accepts digital maps,
so
please include these maps in any future amendments that are
uploaded to
EDGAR. It is relatively easy to include automatic links at the
appropriate locations within the document to GIF or JPEG files,
which will
allow the figures and/or diagrams to appear in the right location
when the
document is viewed on the Internet. For more information, please
consult
the EDGAR manual, and if addition assistance is required, please
call
Filer Support at 202-942-8900. Otherwise, provide the map to the
staff
for review.
8. Add a risk factor that addresses the fact that the properties
has not
been examined in the field by a professional geologist or mining
engineer,
detail the risks to investors.
9. Disclose:
* The nature of the company`s ownership or interest in the
property.
* Any other underlying agreements or interests in the property.
* Indicate whether the mining claims are State or Federal claims.
* Provide names, claim, or grant number, date of recording and
expiration
date, so the claims can be distinguished from other claims in the
area.
* Disclose the conditions that must be met to keep these claims.
* Disclose the area of the claims, either in hectares or acres.
Revise to fully discuss the material terms of the land or mineral
rights
securing agreements. Refer to paragraph (b) (2) of Industry Guide
7.
Gold Hill Property, page 14
10. The first table on page 14 refers to a re-assay program. We
recommend
that a brief description of the QA/QC protocols be provided to
reassure
the investors regarding sample preparation, controls, custody,
assay
precision and accuracy. This would apply to exploration and
operational
analytical procedures.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments on EDGAR within 10 business days or tell us when you will
provide
us with a response. 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 Gabrielle Malits at (202) 551-3702, or Jill
Davis,
Branch Chief, at (202) 551-3683 if you have questions regarding
comments
on the financial statements and related matters. You may contact
Ken
Schuler, Mining Engineer, at (202) 551-3718 with questions about
engineering comments. Please contact me at (202) 551-3740 with
any other
questions.
Sincerely,
H. Roger Schwall
Assistant Director
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Mr. Stuart Rogers
MAX Resource Corp.
August 19, 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