September 26, 2005
Mr. Donald R. Willoughby
Chief Financial Officer
Getty Copper Inc.
1000 Austin Avenue
Coquitlam, British Columbia V3K 3PI
Re: Getty Copper Inc.
Form 20-F for the Fiscal Year Ended December 31, 2004
Filed August 23, 2005
File No. 000-29578
Dear Mr. Willoughby:
We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. 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, 2004
General
1. Please include page numbers throughout all filings to expedite
communications.
Controls and Procedures
2. In the third paragraph you state that for the "...most recently
completed fiscal year ended December 31, 2003, there were no
changes
in the Registrant`s internal control over financial reporting...."
Under Item 15(d) of the Form 20-F instructions, you are required
to
disclose certain changes in your internal controls over financial
reporting that occurred during your most recently completed fiscal
year, in this case coinciding with the fiscal year ended December
31,
2004. Please comply with this guidance.
Audit Report
3. We note that the audit report of De Visser Gray covers the year
ended December 31, 2004, and includes language indicating that
prior
years were audited by other auditors. The Item 8.A Form 20-F
instructions require audit reports covering all three years for
which
financial statements are presented. In order to comply with this
guidance, you need to either obtain permission from your prior
auditors to include their audit report in your amended filing, or
obtain a new audit for the earlier periods
Statements of Cash Flows
4. Your presentation of the non-GAAP subtotal within the operating
section of your Statements appears contrary to the guidance in CSA
Staff Notice 52-306, advising against the disclosure of non-GAAP
financial measures in GAAP financial statements. Tell us why you
believe this guidance does not apply to you. Explain how you
characterize the unlabeled item and explain the significance that
you
impart to the measure.
Engineering Comments
General
5. 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.
Exploration
6. It is very important to clearly distinguish between "Reserves,"
which have a clearly defined technical, legal, and economic
meaning
and "Non-reserve" mineralization that may or may never be mined at
a
profit for various reasons. In addition, within a "Non-Reserve"
section, disclose the measured and indicated resources separately
from the inferred resources, using separate tables and narratives.
Resources should only be reported as "in place" tonnage and grade,
and should not be disclosed as units of product, such as ounces of
gold or pounds of copper. The relative quality, reliability, and
risk associated with each group of estimates must be clearly
distinguished and conveyed to the average non-technical reader.
Before the Measured and Indicated Resource table, insert the
following including the indenting and bolding:
Cautionary Note to U.S. Investors concerning estimates of Measured
and Indicated Resources
This section uses the terms "measured" and "indicated resources."
We
advise U.S. investors that while those terms are recognized and
required by Canadian regulations, the U.S. Securities and Exchange
Commission does not recognize them.
U.S. investors are cautioned not to assume that any part or all of
mineral deposits in these categories will ever be converted into
reserves.
Before the Inferred Resource table, insert the following including
the indenting and bolding:
Cautionary Note to U.S. Investors concerning estimates of Inferred
Resources
This section uses the term "inferred resources." We advise U.S.
investors that while this term is recognized and required by
Canadian
regulations, the U.S. Securities and Exchange Commission does not
recognize it. "Inferred resources" have a great amount of
uncertainty as to their existence, and great uncertainty as to
their
economic and legal feasibility. It cannot be assumed that all or
any
part of an Inferred Mineral Resource will ever be upgraded to a
higher category. Under Canadian rules, estimates of Inferred
Mineral
Resources may not form the basis of feasibility or pre-feasibility
studies, except in rare cases.
U.S. investors are cautioned not to assume that part or all of an
inferred resource exists, or is economically or legally minable.
7. Mineral resources must have "reasonable prospects for economic
extraction." This means that any reportable "resource" estimates
must have been delimited using an economically based cutoff grade
to
segregate resources from just mineralization. Disclose the cutoff
grade used to delimit the tonnage estimates. Also, disclose the
analysis and relevant factors that substantiate the cutoff grades
used were based on reasonable economic assumptions. The relevant
factors must realistically reflect the location, deposit scale,
continuity, assumed mining method, metallurgical processes,
operational and capital costs, and reasonable metal prices based
on
the recent historic three-year average. Or if the resource
estimates
are not based on economic cutoffs, remove the estimates.
8. Expand the disclosure concerning the exploration plans for the
properties.
* Disclose a brief geological justification for each of the
exploration projects written in non-technical language.
* Give a breakdown the exploration timetable and budget, including
estimated amounts that will be required for each exploration
activity, such as geophysics, geochemistry, surface sampling,
drilling, etc. for each prospect.
* If there is a phased program planned, briefly outline all
phases.
* Alternatively, disclose there are no current detailed plans to
conduct exploration on the property.
* Disclose how the exploration program will be funded.
* Identify who will be conducting any proposed exploration work,
and
discuss what their qualifications are.
9. 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.
Mineralization
10. For Canadian companies, reserve and resource estimates must
conform to National Instrument 43-101 to be granted the exception
under Industry Guide 7, Instruction 3 to Paragraph (b)(5),
otherwise
the disclosures must conform Industry Guide 7. Revise this
section
accordingly.
11. Supplementally provide as an exhibit, a written consent from
any
experts whose name is cited, and/or whose work is incorporated
into
the document. These consents should concur with the summary of
the
information in the report disclosed, and agree to being named as
an
expert in the registration statement.
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 Mark A. Wojciechowski at (202) 551-3759 or,
in
his absence, Karl Hiller at (202) 551-3686 if you have questions
regarding comments on the financial statements and related
matters.
You may contact George K. Schuler, Mining Engineer, at (202) 551-
3718
if you have questions related to engineering issues and related
disclosures. Please contact me at (202) 551-3740 with any other
questions.
Sincerely,
H. Roger Schwall
Assistant Director
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Mr. Donald R. Willoughby
Getty Copper Inc.
September 26, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010