Mail Stop 3561
September 21, 2005
Steven Chan, President
Driftwood Ventures, Inc.
707 7th Avenue, Suite 5
New Westminster, British Columbia
Canada V3M 2J2
Re: Driftwood Ventures, Inc.
Amendment No. 1 to Registration Statement on
Form SB-2
Filed on August 12, 2005
File No. 333-124829
Dear Mr. Chan:
We have reviewed your amended 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 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. We note the references to "the property." It appears that the
company`s only right to the property consists of mineral claims.
Please revise throughout the registration statement to clarify
that
this "property" is simply mineral claims.
2. 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
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
Steven Chan
Driftwood Ventures, Inc.
September 21, 2005
Page 2.
viewed on the Internet. For more information, please consult the
EDGAR manual or contact Filer Support at 202-551-8900. Otherwise,
provide the map to the staff for our review.
Prospectus Cover Page
3. Please disclose here and in the Summary and elsewhere as
appropriate that the shares will be sold at a fixed price of $0.10
per share until the shares are listed on the OTC Bulletin Board.
Summary
4. With respect to the staff`s previous comment #6 in its letter
dated June 16, 2005, and counsel`s supplemental response in its
letter dated August 12, 2005, it is requested that disclosure be
added to clarify how Ms. Tan and Mr. Chan met. We note that Mr.
Chan
was employed by Cambridge House International, Inc. and that Ms.
Tan
"is known to our president...through his employment..."
5. We note your supplemental response #7 and hereby reiterate our
previous comment #7. In this regard, please identify the prior
owner
of the property from which Ms. Tan purchased said property and
disclose the price she paid for the property.
6. Please add your supplemental response #8 to the final paragraph
preceding "The Offering" in the Summary section.
Summary Financial Information
7. Please update this summary information.
Risk Factors, page 6
8. In risk factor one, we note the statement that "[o]ur business
plan calls for significant expenses in connection with the
exploration of the Silver Creek Property....we will require
additional financing in order to determine whether the property
contains economic mineralization and to cover our anticipated
administrative costs." In the "Plan of Operations" section,
please
explain these milestones and expenses. Further, we note the
statement that "[a]ny sale of share capital will result in
dilution
to existing shareholders." Please move this disclosure to a
separate
risk factor.
9. In risk factor two, we note the statement that "[w]e have only
recently commenced exploration." Please reconcile this statement
with the disclosure in the summary that "[t]o date, we have not
conducted any exploration."
Steven Chan
Driftwood Ventures, Inc.
September 21, 2005
Page 3.
10. In risk factor eight under the subheading "Because our
president has other business interests, he may not be able to or
willing to devote a sufficient amount of time ...," please include
the amount of hours per week the president will spend on the
company`s affairs.
11. Please include an additional risk factor in regards to the
company`s management lacking the qualifications, expertise and
experience in mining exploration or operations.
Directors, Executive Officers, Promoters and Control Persons, page
15
12. Please include the business experience of Steven Chan during
the
past five years. See Item 401(a)(3) of Regulation S-B.
13. Please describe in more detail the business nature of
Cambridge
House International Inc.
14. Please disclose the number of hours per week that each officer
will spend on the company`s affairs.
Organization Within Last Five Years, page 19
15. Please describe the development of the company during the last
three years. See Item 101(a) of Regulation S-B.
Description of Business, page 19
In General, page 19
1. We note the statement in the first paragraph on page 20 that
"[w]e
have not yet commenced the initial phase of exploration on the
Silver
Creek property." Please reconcile this statement with the
disclosure
in the second paragraph that "[h]e has completed phase one
program..." Also describe in detail the steps involved in the
phase
one program or the initial phase.
16. We note the statement that "[h]e...is awaiting results from
the
processing of samples that were gathered during the program."
Please
explain when and what samples were taken, the processing of
samples
and its significance, and when the company expects to receive the
results.
17. Please disclose any affiliation between Messrs. Lawerence
Stephenson and MacDonald.
Steven Chan
Driftwood Ventures, Inc.
September 21, 2005
Page 4.
18. We note the statement that "we will make a decision as to
whether
or not we proceed with each successive phase based upon the
analysis
of the results of that program." Please describe when the company
expects to make the determination in regards to the completion of
phase one program.
19. We note the statement that "[o]ur directors will make this
decision based upon the recommendations of the independent
geologist...who oversee the program..." Please disclose who the
independent geologist is for phase one and when the company
expects
the geologist to review the results and make the recommendations.
Mineral Property Purchase and Sale Agreement, page 20
20. Please describe the amount of funding spent by the company to
date in exploration work.
Conclusions, page 22
21. With respect to our previous comment #25, please insure that
the
geological report is provided supplementally. We may have
comments
upon receipt and review of that report.
22. Please add your supplemental response to comment 28 to this
section in regards to Mr. Stephenson conducting the phase one
exploration program without the aid of a geological technician.
Reports to Security Holders, page 24
23. Please update the address of the SEC which is 100 F Street, N.
E.
Room 1580
Washington, DC 20549.
Plan of Operations, page 24
24. Please describe the company`s plan of operation for the next
twelve months as required by Item 303(a) of Regulation S-B.
Provide
details of your specific plan of operation, including detailed
milestones, the anticipated time frame for beginning and
completing
each milestone, the estimated expenses associated with each
milestone
and the expected sources of such funding. Please explain how the
company intends to meet each of the milestones if it cannot
receive
funding. Also include those milestones which do not require
funding.
See Item 303(a)(1) of Regulation S-B.
25. Please describe the milestones and day to day operations that
will be carried out by management.
Steven Chan
Driftwood Ventures, Inc.
September 21, 2005
Page 5.
26. Please clearly indicate whether the additional $15,000 for
professional fees and administrative expenses is solely for paying
expenses in connection with the filing of the registration
statement.
27. We note the statement that the "[t]otal expenditures over the
next 12 months are therefore expected to be $20,000." We also
note
that the company had cash of only $16,748 as of March 31, 2005.
Please disclose the cash on hand as of the most recent practicable
date. Also describe the company`s plan to pay for its expenses
over
the next 12 months and any specific plan to raise capital.
28. We note that the company is not raising any capital in this
offering. In light of the expenses of this registration statement
and the company`s lack of funding for its exploration program,
please
explain why the company is pursuing this registration statement.
29. We note the statement on page 25 "[h]owever, we cannot provide
investors with any assurance that we will be able to raise
sufficient
funding from the sale of our common stock to fund the second phase
of
the exploration program." Please reconcile this statement with
the
disclosure on page 24 that "[w]e anticipate commencing the phase
two
program in the fall of 2005 and completing it within one month of
commencement." You disclose that the cost of phase two
exploration
to be approximately $5,000. It would appear that the company
should
be nearing completion of phase two exploration and should have
sufficient cash to pay for the expense according to the March 31,
2005 financial statements. Please advise or revise.
30. Please describe when the company expects to begin phase two
exploration or if it has already begun phase two.
Results of Operations for the Period from Inception through March
31,
2005
31. Please explain the operating expenses of $17,373 and describe
the
professional fees of $6,259.
32. Please explain the donated services and rent of $3,500.
Description of Property, page 25
33. Please describe the company`s office in New Westminster,
British
Columbia. See Item 102(a) of Regulation S-B.
Steven Chan
Driftwood Ventures, Inc.
September 21, 2005
Page 6.
Certain Relationships and Related Transactions, page 25
34. Please describe whether the loan agreement between the company
and Keith Smith is in writing.
Financial Statements
35. Please include the audited financial statements for the year
ended December 31, 2004 in the registration statement. Please
refer
to the guidance in Item 310(a) of Regulation S-B.
General
36. Please note the updating requirements for the financial
statements as set forth in Item 310(g) of Regulation S-B and
provide
a current consent of the independent accountant in the amendment.
Part II.
Recent Sales of Unregistered, page 31
37. Please add your supplemental response #35 to this section with
respect to the reason for the increase in the price of the
company`s
stock from $0.01 per share to $0.10 per share.
Exhibits
38. Please include as exhibits all title transfer documents
relating
to the mineral claim.
39. We note in the Exhibit Index that the legal opinion is "to be
provided prior to effective date." Please file the legal opinion
in
the next amendment. There may be comments upon reviewing the
opinion.
* * * * *
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 provide 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.
Steven Chan
Driftwood Ventures, Inc.
September 21, 2005
Page 7.
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.
Please contact Angela Halac at (202) 551- 3398 with any
questions regarding accounting issues and you may contact Janice
McGuirk at (202) 551-3395 with any other questions.
Sincerely,
John Reynolds
Assistant Director
Via Fax: (604) 831-2735