October 6, 2005
Mail Stop 4561
Via U.S. Mail and Facsimile
Russell Field
President, Director, Chief Executive Officer
Globepan Resources, Inc.
6518 121st Street, Suite 5
Surrey, British Columbia
Canada V3W 1C4
Re: Globepan Resources, Inc.
Registration Statement on Form SB-2
Filed September 9, 2005
Registration No. 333-128226
Dear Mr. Field:
We have reviewed your 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
additional
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 that the registration statement covers the resale of
all
outstanding securities other than that held by Mr. Russell Field,
your sole officer, director, employee and 45% shareholder. Your
offering, therefore, appears to be an "at the market" primary
offering of equity securities by or on behalf of the registrant
under
Rule 415(a)(4) of Regulation C. Because you do not qualify to
conduct a primary offering "at the market," please revise the
terms
of your offering to provide that all offers and sales will be made
at
a disclosed fixed price for the duration of the offering and the
selling shareholders will be identified as underwriters. Revise
your
disclosure throughout the prospectus accordingly.
Cover Page
1. Since this is a resale registration statement, please clarify
that
the selling shareholders (rather than the company) may not sell
the
shares until the registration statement is effective.
2. Please disclose that the resale of shares by the selling
shareholders is an initial public offering.
Summary
3. Please revise to highlight your conclusion that "the likelihood
of
our mineral claim containing economic mineralization or reserves
is
extremely remote" and your conclusion that "in all probability,
the
BSM-2mineral claim does not contain any reserves and funds that we
spend on exploration will be lost."
4. Please disclose your web address, if available. See Item
101(c)(3) of Regulation SB.
Risk Factors-beginning on page 7
5. Please discuss the risks associated with the costs and
compliance
with environmental laws.
If we do not obtain additional financing...page 7
6. In the first paragraph, disclose your total losses to date.
Please
also briefly describe each stage of exploration so that investors
are
aware of what is involved with each stage of development. We note
from page 9 that you will require additional funding to place any
reserve discovered into commercial production. Please expand to
discuss financing related to commercial production of any mineral
deposits discovered.
Because we have not commenced business operations...page 7
7. Expand the last sentence of the first paragraph to provide
brief
examples of the types of "unanticipated problems relating to
exploration of mineral properties," and "additional costs and
expenses" that you may incur.
Because management has no technical experience...page 9
8. Please disclose here also that you have not yet retained the
services of a geologist to consult management as disclosed on page
25.
Because of the inherent dangers involved in mineral
exploration...page 9
9. Please identify the hazards for which you have chosen, or will
choose, not to insure yourself against.
If a market for our common stock does not develop...page 10
10. Where you discuss your intention to obtain a "listing" on the
OTC
Bulletin Board, please clarify that the Bulletin Board is a
quotation
service, not an exchange where securities are listed, and that a
market maker will have to submit an application on behalf of the
company in order for its securities to be quoted.
A purchaser is purchasing penny stock...page 10
11. Please avoid the use of cross references in the risk factor
section and instead briefly describe penny stock and the
associated
restrictions placed on broker dealers engaging in the sale of
penny
stock.
Selling Shareholders, page 11
12. Please tell us why you have not included shares held by Mr.
Russell Field as shares beneficially owned by Jill Field, Mr.
Russell`s wife, prior to the offering.
Director, Executive Officer, Promoters and Control Persons, page
16
13. Please tell us Daniel Kramer`s affiliation with the company.
We
note he is listed as a director in your Articles of Incorporation.
We note also the reference to only Russell Field as your sole
director in the "Organization Within Last Five Years" section on
page
20.
Security Ownership of Certain Beneficial Owners and Management,
page
17
14. Please revise to include Russell Field`s shares beneficially
owned by Jill Field, and Jill Field`s shares beneficially owned by
Russell Field as defined by Rule 13d-3 under the Securities
Exchange
Act of 1934. If either of them choose to disclaim beneficial
ownership of certain shares, this should be done in the footnotes
to
the table.
Description of Business, page 20
15. Please clarify in the first paragraph our understanding that
an
"exploration stage company" is a company that is engaged in the
search for mineral deposits.
Property Agreement, page 21
16. We note disclosure in footnote 1 to the financials indicating
that you may be required to confirm your interest in the
underlying
property. Further, we note your disclosure on page 26 that you
"have the sole and exclusive right and option to acquire a 100%
undivided right, title and interest in and to the BSM-2 mineral
claim." The disclosure appears inconsistent with your claim here
that
you obtained a 100% undivided right, title and interest in and to
the
BSM-2 claim. Please advise.
17. Please expand your discussion relating to ownership of the
property to disclose:
* The nature of your ownership or interest in the property.
* Any royalties, or other underlying agreements or interests in
the
property.
* In a table, provide names, claim or grant number, date of
recording
and expiration date, so your claims can be distinguished from
other
claims in the area.
* Disclose the conditions you must meet to keep these claims.
* Disclose the area of your claims, either in hectares or acres.
Revise to fully discuss the material terms of your land or mineral
right securing agreements. Refer to paragraph (b)(2) of Industry
Guide 7.
Geological Report, page 22
18. Please tell us the basis for Mr. MacDonald`s conclusions
regarding the need for additional exploration work and provide us
with a copy of the report, marking the relevant portions for our
review.
Compliance with Government Regulation, page 23
19. Please expand the first paragraph to briefly describe the
governmental regulations, rules and directives required to begin
exploration.
20. In the second paragraph please explain what you mean by
"reclamation and environmental mediation for all exploration and
development work undertaken."
21. Please clarify whether any governmental, state, or local
permits
are required to begin the three phases of exploration (prior to
production stage) and the status of any applications pending to
date.
Description of Property, page 25
22. For your property, provide the disclosures required by
Industry
Guide 7 (b). In particular, provide:
* The location and means of access to the property,
* Any conditions that you must meet in order to obtain or retain
title to the property.
* A brief description of the rock formation and mineralization of
existing or potential economic significance on the property.
* A description of the present condition of the property.
* A description of any work completed on the property.
* A description of equipment and other infrastructure facilities.
* The current state of exploration of the property.
* The total cost of your property incurred to date.
* The source of power that can be utilized at the property.
Refer to Industry Guide 7 (b)(1)-(5) for specific guidance.
Industry
Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.
Plan of Operation, page 25
23. Please disclose your intention regarding the retention of a
geologist and the estimated cost if not already included in the
$20,000 estimate for the three phase exploration stage.
24. Please disclose, if true, that Mr. Field is not contractually
bound to loan funds to the company and that he is free to revoke
his
loan offer.
Certain Relationships and Related Transactions, page 26
25. Please disclose the details of the sale of the company`s stock
to
your CEO and his wife for the purchase of the company`s stock.
Financial Statements
Note 3 - Mineral Property, page 37
26. Please expand your disclosure to fully describe your interest
in
the BSM-2 Claim. Include in your disclosure discussion of when
your
claim expires, the costs and requirements for renewing the claim,
and
physical description of the property.
Part II
Recent Sales of Unregistered Securities, page 42
27. Please disclose the date of the sale of shares to Russell
Field.
Exhibits
28. It appears that you have not filed the legal opinion of Craig
J.
Shaber as indicated in your Exhibit table. Please file the opinion
as
an exhibit to 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 additional 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 this action 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 William Demarest at 202-551-3432 or Daniel
Gordon, Accounting Branch Chief, at 202-551-3486 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Charito A. Mittelman at 202-551-3402 or
me
at 202-551-3495 with any other questions.
Sincerely,
Elaine Wolff
Branch Chief
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Russell Field
Globepan Resources, Inc.
October 6, 2005
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