September 15, 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.
Amendment No. 1 to Registration Statement on Form SB-2
Filed September 2, 2005
File No. 333-126748
Dear Mr. Biagioni:
We have reviewed your filing and have the following
comments.
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. We note your response to comment 3 of our letter dated August
17,
2005. Please state in your prospectus whether you have any
intention
on engaging in a merger or acquisition within the next 12 months.
Summary, page 6
2. We note your supplemental response to comment 8 of our letter
dated August 17, 2005. Please revise the prospectus to include
the
information in your response and to disclose how Mr. Biagioni
became
engaged in your proposed business, as well as his relevant
experience.
Risk Factors, page 8
3. Unless you can substantiate significant technical training
and/or
experience in minerals exploration or mining by members of your
management, you need to include a risk factor early in this risk
factor section that your management lacks technical training and
experience with exploring for, starting, and/or operating a mine.
With no direct training or experience in these areas, your
management
may not be fully aware of many of the specific requirements
related
to working within this industry. Their decisions and choices may
not
take into account standard engineering or managerial approaches
mineral exploration companies commonly use. Consequently, your
operations, earnings, and ultimate financial success could suffer
irreparable harm due to management`s lack of experience in this
industry.
If we do not obtain additional financing, our business will fail,
page 8
4. We note your response to comments 12 and 13 to our letter dated
August 17, 2005. It appears from your proposed budget on page 25
that your estimated administrative costs of $25,000 are not
included
in your $185,840 estimate for your three proposed stages of
exploration. Please revise here and elsewhere, as necessary, to
state whether administrative costs are included in your budget
estimates. In addition, please state whether these administrative
costs include the $17,861 you expect to incur in conjunction with
this registration statement.
Selling Shareholders, page 13
5. Please provide us the names of the private placement agent(s)
and
others who were involved in placing the shares with the selling
shareholders.
Description of Business, page 21
6. We note your response to comment 2 of our August 17, 2005
letter.
Please augment your disclosure by providing a brief statement
regarding the basis for management`s belief that becoming a
publicly
traded company will enhance your ability to raise additional
funds.
In addition, please specify your anticipated annual costs of being
a
reporting company, which we note on page 9 you estimate as being
$10,000.
Plan of Operations, page 26
7. We note your response to comment 27 of our letter dated August
17,
2005. Please expand your disclosure to discuss the professional
qualifications and experience of Mr. Timmins.
Certain Relationships and Related Transactions, page 27
8. Please revise your prospectus to provide the information
required
by Item 404(d) of Regulation S-B related to your involvement with
your sole promoter, Mr. Biagioni
Financial Statements, page 30
9. Please update your financial statements, if necessary, to
comply
with Item 310(g) of Regulation S-B.
Part II
Recent Sales of Unregistered Securities, page 40
10. We note your statement that you are required by "contract or a
provision in its bylaws, articles, charter or comparable document,
to
refuse to register any transfer of the securities not made in
accordance with the provisions of Regulation S[,] pursuant to
registration under the Act, or pursuant to an available exemption
from registration[.]" Please revise this language to delete the
word
for word boilerplate taken from Section 903(b)(3)(iii)(B)(4) of
Regulation S and instead specify the document containing this
restriction. Please supplementally confirm that the sales for
which
you seek to rely on the Regulation S safe harbor from registration
were made in accordance with each of the Section 903(b)(3) of the
conditions.
11. Describe the facts under which the shareholders were
solicited,
including:
* How were these persons identified?
* Identify the class of persons.
* Who identified these persons?
* How were those persons contacted?
* Who contacted them?
* What information were they provided with?
Exhibits - Consent of Telford Sadovnick, PLLC, Certified Public
Accountants, page 42
12. Each amendment to the registration statement should include a
currently dated consent of the independent registered public
accountants. Please provide an updated consent in the next
amendment
of 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) 551-3769
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) 551-3767 with any other questions.
Sincerely,
Jennifer Hardy
Branch Chief
cc: Karen A. Batcher, Esq. (via facsimile 619/789-6262)
Batcher Zarcone & Baker, LLP
4252 Bonita Road, Suite 151
Bonita, California 91902
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Robert A. Biagioni
Katie Gold Corp.
September 15, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE