September 2, 2005
Mail Stop 3561
via U.S. mail and facsimile
Richard Novis, President
Northern Explorations, Ltd.
470 Granville Street, Suite 1120
Vancouver, B.C. V6C 1V5
Re: Northern Explorations, Ltd.
Form SB-2 filed July 25, 2005
File No. 333-125068
Dear Mr. Novis:
We have the following comments on your filing. 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 or may not 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 on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. Your attention is directed to Item 310(g) of Regulation S-B and
the need for updated financial statements. Please provide a
currently dated consent with any amendment to the registration
statement.
Cover Page of Prospectus
2. We repeat our prior comment six, which stated:
"We note that the cross-reference to the risk factors section is
in
all capital letters. All capital letters impede the readability
of
the disclosure. Instead of all capital letters, use bold face
type
or italics to highlight the information. Revise throughout the
prospectus as appropriate. Additionally, please revise to
highlight
the legend required by Item 501(a)(7) of Regulation S-B. Also
please
revise to highlight the entire paragraph `The purchase o the
securities offered....`."
Risk Factors, page 2
3. We repeat our prior comment nine, which stated: "Revise your
risk
factor subheadings to highlight the information in bold face or
italic type instead of all capital letters."
Even if we discover commercial reserves of precious metals on the
Cade claim, we may not be able to successfully commence commercial
production, page 3
4. Please include in the subheading the circumstances that are
causing the risk, that is, that you may not be able to obtain the
financing needed to proceed, even if you discover commercial
reserves
of precious metals.
Selling Securityholders, page 5
5. We repeat our prior comment 12, which stated: "Please revise
the
selling shareholders table to list the selling shareholders in
alphabetical order."
Directors, Executive Officers, Promoters and Control Persons, page
9
6. You have stated that Mr. Novis is "president, secretary,
treasurer
and a director of International Oil & Gas Inc., a United States
reporting company involved in oil and gas exploration." We are
unable to find any filings for the company under EDGAR. Please
advise the staff in this regard. Revise the disclosure, if
necessary.
7. In view of Mr. Novis` positions of officer and director of
International Oil and Gas, Inc. and managing director of Micro Cap
et
al, it is necessary to provide conflict of interest disclosure.
Please also consider including this information as a risk factor.
In
addition, provide additional disclosure in the "Certain
Relationships
and Related Transactions" section if it is required as a result of
Mr. Novis` positions with these two companies.
8. Please confirm for the staff that "Micro Cap et al" is the
complete name of the company, or companies, for which Mr. Novis is
the managing director, or revise.
9. Please advise the staff whether your president, Richard Novis,
was
the same Richard Novis who was a contact person for the following:
a
January 18. 2005 press release regarding Rincon Resources, which
has
since changed its name to Caliber Energy, Inc.; a January 31, 2005
press release for eTotalSource, Inc.; and a January 15, 2002 press
release for Biotec. If yes, explain whether he was acting as an
employee of the companies issuing the press releases or of Micro
Cap
et al. If he was an employee of the companies issuing the press
releases, revise the disclosure in this section and wherever
appropriate in the prospectus. If he was an employee of Micro Cap
et
al only, please advise the staff why the Rincon press release
states:
"Contact: Investor Relations, Richard Novis of Rincon Resources,
Inc."
Security Ownership of Certain Beneficial Owners and Management,
page
9
10. We note your statement that all officers and directors consist
of
two people. Please revise as appropriate.
Description of Business, page 11
11. We note your response to our prior comment 1. We also note
your
statement that "we do not have any intention of entering into a
merger or acquisition within the next twelve months." Revise to
state, if true, that the company will not enter into a merger or
acquisition within the next twelve months.
Title to the Cade Claim, page 13
12. Revise to indicate the amount of funds the company has spent
in
exploration expenditures to date.
Description Location and Access, page 16
13. In this filing you have added the disclosure that every time
that
you conduct exploration on the Cade property, you will incur
$1,000
in helicopter costs in order to gain access to it. Please expand
to
discuss your estimate of the amount of money you will spend for a
helicopter before you have completed exploration and development
work
on the claim.
Also, provide a general discussion regarding how frequent it is in
your industry to explore, develop and mine a claim which one can
reached only by helicopter and whether there are indications that
this an achievable goal. Disclose the basis for your assertions
in
this regard. If applicable, support your statements by
supplementally providing us with copies of, or excerpts from,
reports
or publications which you reference. If you do not have
appropriate
independent support for a statement, please revise the language to
make clear that this is the belief of the registrant based on its
experience in the industry.
In addition, disclose each material hardship that you must
overcome
because the claim is accessible only by helicopter, including, but
not limited to, whether this circumstance will prolong the process
and whether, and how, it will impact your choice of machinery.
Geological Report, page 17
14. As previously requested, please provide us with the geology
report which Mr. Nicholson prepared regarding his evaluation of
the
property.
15. We have reviewed your response to our prior comment 27.
Please
expand to disclose, generally, the anticipated activities in the
exploration process beyond phases I and II. Please include the
reasons and expected cost of that exploration and the expected
time
frame for that exploration. Your disclosure must describe all
anticipated activities in the 12 months following effectiveness of
the registration statement.
In addition, please specify when you will make the determination
whether to continue exploration or not. Describe the criteria you
will consider in making your decision. Please specify your plans
if
you determine that you will not proceed.
16. Discuss in how you anticipate meeting the January 4, 2005
Mineral
Property Option Agreement term of having incurred $10,000 in
expenditures on the Claim by December 31, 2006, that is, $10,000
in
addition to the $5,000 in expenditures on the Claim you must incur
by
December 31, 2005.
Compliance with Government Regulation, page 15
17. We have reviewed your response to our prior comment 28.
Please
expand to identify the specific government approvals you will need
for exploration subsequent to phases I and II. For each, disclose
approximately when you will apply, assuming you make the decision
to
proceed after the first two phases.
Employees, page 16
18. In view of the fact that you have only one director and one
officer, please change to the singular your references to
"officers"
and "directors," when appropriate.
Closing Comments
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 supplemental 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 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 Blaise Rhodes at (202) 551-3774 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Susann Reilly at (202) 551-3236 with
other
questions.
Sincerely,
John Reynolds
Assistant Director
Office of Emerging Growth Companies
cc: Joseph Emas, Esq.
By facsimile to (305) 551-1274
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Richard Novis, President
Northern Exploration Ltd.
September 2, 2005
Page 6