September 9, 2005
Mr. Jon Lever
Chief Financial Officer
Wealth Minerals Ltd.
#1901-1177 W. Hastings St.
Vancouver, British Columbia V6E 2K3
Re: Wealth Minerals Ltd. Hhlkjldkfjonl
Forms 20-F and 20-F/A for Fiscal Year Ended November 30,
2004
Filed May 31, 2005 and July 6, 2005
File No. 0-26636
Dear Mr. Jon Lever:
We have reviewed your filings 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.
Form 20-F for the Fiscal Year Ended November 30, 2004
Liquidity & Capital Resources, page 24
1. We note that the amounts reflected in your discussion of cash
flows on page 24 do not agree to your statement of cash flows. For
example but without limitation, you indicate $1,355,000 of cash
was
used in operating activities during fiscal year 2004 while your
statement of cash flows, on Form 20-F/A, filed July 6, 2005 shows
$1,184,085. Please modify your document to provide a presentation
which agrees with your financial statements.
Form 20-F/A for the Fiscal Year Ended November 30, 2004
Auditors` Report
2. We note that the auditors` report does not state the audit of
your
financial statements was conducted in accordance with standards of
the Public Company Accounting Oversight Board. Please include
financial statements that are audited in accordance with the
Public
Company Accounting Oversight Board. Please refer to General
Instruction E(c) and Instruction 2 to Item 8.A.2 of Form 20-F.
Additionally please refer to Interpretive Release 33-8422 Guidance
Regarding the Public Company Accounting Oversight Board`s Auditing
and Related Professional Practice Standard No. 1 at
(http://www.sec.gov/rules/interp/33-8422.htmCommission).
3. We note the audit report of, Sadovnick Telford + Skov, includes
an
explanatory paragraph indicating that cumulative amounts from the
date of incorporation on October 7, 1994 to November 30, 2000 were
audited by other auditors, although they appear to be taking
responsibility for all periods in which cumulative amounts are
presented in your financial statements. Please have your
auditor`s
modify their report to eliminate this inconsistency. To the
extent,
if any, Sadovnick Telford + Skov are relying on other auditors
those
auditors` report should be included in your filing. Refer to
Instruction 2 to Item 8.A.2 of Form 20-F and Rule 2-05 of
Regulation
S-X.
Note 5 Mineral Properties, page12
4. We note your disclosure identifying your purchase of a 70%
interest in Amata Project in Southern Peru which appears to
obligate
you to incur work expenditures and make significant specified
future
cash payments. Please expand your note disclosures to clarify
what
portion of these obligations is unavoidable and the consequences
of
non-performance. In this regard we note your disclosures on pages
12
and 19 of Form 20-F, filed May 31, 2005, suggesting you will allow
the option to lapse. To the extent you have future obligations
under
this arrangement please include these in you tabular presentation
of
contractual obligations as set forth on page 24 of Form 20-F filed
on
May 31, 2005.
Engineering Comments
Stage of Development, page10
5. Discuss the phased nature of the exploration process, and the
place in the process your current exploration activities occupy.
Disclose that you will make a decision whether to proceed with
each
successive phase of the exploration program upon completion of the
previous phase and upon analysis of the results of that program.
General Exploration and Mining Risks, page 9
6. Add a risk factor that addresses the fact that the property has
not been examined in the field by a professional geologist or
mining
engineer, detail the risks to investors.
7. Early in this section, the company should indicate that it is
an
exploration stage company and that there is no assurance that a
commercially viable mineral deposit exists on any of the
properties,
and that further exploration will be required before a final
evaluation as to the economic and legal feasibility is determined.
See Industry Guide 7(a) (4).
Capital Expenditures, page 9
8. The words "development" and "production" have very specific
meanings under Industry Guide 7(a) (4), (see
www.sec.gov/divisions/corpfin/forms/industry. htm#secguide7). The
terms reference the "development stage" when companies are engaged
in
preparing reserves for production, and "production stage" when
companies are engaged in commercial-scale, profit-oriented
extraction
of minerals. If the company does not disclose any "reserves," as
defined by Guide 7, please remove the terms "develop,"
"development"
or "production" throughout the document, and replace this
terminology, as needed, with the terms "explore" or "exploration."
This includes the using of the terms in the Financial Statement
head
notes and footnotes see Instruction 1 to paragraph (a), Industry
Guide 7.
Business Overview, page 13
9. The fourth paragraph states that the company utilizes certified
independent geological consultants to collect samples, perform and
review test results, and request additional test work. Please
identify these consultants and/or directors. 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.
Location and Introduction, page 14 & Location, page 18
10. For the properties, provide the disclosures required by
Industry
Guide 7 (b). In particular, provide:
* The location, means of access to the properties, and
transportation
from the property.
* Any conditions that must be met in order to obtain or retain
title
to the properties.
* A description of any work completed on the properties and its`
present condition.
* The details as to modernization and physical condition of the
plant
and equipment, including subsurface improvements and equipment.
* Provide a description of equipment and other infrastructure
facilities.
* The current state of exploration of the properties.
* The total cost of the properties has incurred to date and
planned
future costs.
* The source of power and water that can be utilized at the
properties.
* If applicable, provide a clear statement that the properties are
without known reserves and the proposed program is exploratory in
nature.
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.
11. Insert a small-scale map showing the location and access to
the
properties. 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.
Location and Introduction, page 15 & 18
12. The last paragraph on this page refers to mines and other
mineral
properties that exist in the area of the company`s property. This
may allow investors to infer that the property may have commercial
mineralization, because of its proximity to these mines and
properties. Remove information about mines, prospects, or
companies
operating in or near to the property. Focus the disclosure on the
company`s property.
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 Jon Duersch at (202) 551-3719 or Jill Davis,
Branch Chief, at (202) 551-3683 if you have questions regarding
comments on the financial statements and related matters. You may
contact Ken Schuler, Mining Engineer, at (202) 551-3718 with
questions about engineering comments. Please me at (202) 551-3745
with any other questions.
Sincerely,
H. Roger Schwall
Assistant Director
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Jon Lever
Chief Financial Officer
September 9, 2005
page 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010