September 16, 2005
Mr. Roland M. Larsen
President & CEO
Sharpe Resources Corporation
3258 Mob Neck Road
Heathsville, VA 22743
Re: Sharpe Resources Corporation
Form 20-F for the Fiscal Year Ended December 31, 2005
Filed June 22, 2005
File No. 000-29606
Dear Mr. Larsen:
We have reviewed your Form 20-F for the Fiscal Year Ended
December 31, 2005 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.
In some of our comments, we may ask you to provide us with
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.
Form 20-F for the Fiscal Year Ended December 31, 2005
Tabular disclosure of contractual obligations, page 17
1. Please tell us the consideration you gave to your long-term
debt in
determining that you have no contractual obligations.
Controls and Procedures, page 33
2. Please revise to state whether your disclosure controls and
procedures were effective as of the end of the reporting period
covered by your report.
Consolidated Financial Statements
Auditors` Report
3. Please include an accountants` report in your Form 20-F for the
years ended December 31, 2004 and 2002.
4. We note that your audit report was signed by an audit firm
based in
Toronto, Canada. Please tell us how you concluded that it is
appropriate to have an audit report issued by an auditor licensed
outside of the United States, in light of the facts that the
majority
of your assets are located within, the majority of your expenses
are
derived within, and your corporate offices are located in the
United
States. In accordance with Article 2 of Regulation S-X, we
believe
that the audit report of a registrant should ordinarily be
rendered by
an auditor licensed in the United States. Further guidance may be
found in Section 5.K of "International Reporting and Disclosure
Issues
in the Division of Corporation Finance" on the Commission`s
website
at:
http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm
..
Please tell us whether your management and accounting records are
located in the United States or Canada as well as where the
majority
of the audit work is conducted. We may have further comments.
Certifications, page 58
5. Please conform your Rule 13a-14(a)/15d-14(a) certifications to
the
certifications set forth in the Instructions as to the Exhibits,
exhibit 12, of Form 20-F.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. 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 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 Ryan Milne at (202) 551-3688 or me at (202)
551-
3684, if you have questions regarding comments on the financial
statements and related matters.
Sincerely,
April Sifford
Branch Chief
cc: Mr. Ryan Milne
Mr. Roland M. Larsen
Sharpe Resources Corporation
September 16, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010