Mail Stop 3561
October 25, 2005
Christopher Paterson
President
Cantop Ventures Inc.
564 Wedge Lane
Fernley, NV 89408
Re: Cantop Ventures Inc.
Registration Statement on Form SB-2
Filed September 30, 2005
File No. 333-128697
Dear Mr. Paterson:
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
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 on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Summary, page 3
1. On page 5 of this document, you state that "[i]n all
probability,
the Coppper Road I - VI claim does not contain any reserves and
funds
that we spend on exploration will be lost." Please include this
statement at the beginning of your Summary, Description of
Business,
and Plan of Operation sections. Also, in each of these sections,
as
appropriate, please disclose why you believe your claim will have
no
reserves and your reasons for engaging in this business venture if
you probably will not find any reserves.
2. Throughout your document, please make it clear to investors
that
even if you complete your current exploration program and it is
successful in identifying a mineral deposit, you will have to
spend
substantial funds on further drilling and engineering studies
before
you will know if you have a commercially viable mineral deposit or
reserve.
3. Please state prominently here and at the beginning of your
Description of Business section, the fact that your auditors have
issued a going concern opinion.
4. Please disclose in this section that your shares currently are
not
traded on any market or exchange, and briefly explain how this
affects your share liquidity. Also, clarify the current status of
your business and your proposed mineral exploration activities.
5. We note that you acquired an interest in the Copper Road I - VI
claim from Larry Sostad. Please describe your relationship with
him
and the nature of the interest you acquired.
Risk Factors, page 4
6. We note your disclosure on page 24 regarding shares subject to
Rule 144. Please include a risk factor discussing the possible
dilutive effects of the four million shares that will be available
to
the public after May 4, 2006.
7. You should include a risk factor discussing your management`s
lack
of technical training and experience with exploring for, starting,
and/or operating a mine.
If we do not obtain additional financing . . ., page 4
8. Please specify the amounts needed to complete phases three and
four and reference the table on page 20.
Because we have not commenced business operations . . ., page 5
9. We note the last paragraph of this risk factor. Please include
a
separate risk factor discussing your expectation to incur
significant
losses into the foreseeable future.
If we become subject to burdensome government regulation . . .,
page
6
10. We note your reference to the Mosquito King property. Please
explain how this is related to your Copper Road I - VI claim, if
at
all.
Determination of Offering Price, page 7
11. We note the large price difference between the two offerings
that
took place on July 3 and July 27, 2005. Given the large
difference
in the offering price and the short time frame between the two
offerings, it is unclear how you determined to choose $.01 as the
offering price for your shares. Please advise us of the reasons
for
the significant increase in share price during July 2005. Please
revise to disclose all factors considered, including the price of
the
last sale of your common stock to investors. See Item 505 of
Regulation S-B.
Selling Securityholders, page 7
12. Please provide the disclosure required by Item 507 of
Regulation
S-B. For instance, we note you list Beverly Paterson as a selling
shareholder on page 9. If Ms. Paterson has a material
relationship
to you or your chief executive officer, you should disclose that
relationship.
Plan of Distribution, page 12
13. Please alert investors at the beginning of this section that
there is currently no market for any of your shares, and that you
cannot give any assurance that the shares offered will have a
market
value, or that a public market for your securities may be
sustained
even if developed.
14. Please provide comprehensive disclosure as to how and when you
expect to have your shares listed or traded. For example, if you
anticipate being quoted on the OTC Bulletin Board, clarify how
long
this takes and whether you have engaged a market-maker to apply
for
quotation on the OTC Bulletin Board on your behalf. Explain what
effect quotation on the OTC Bulletin Board will have on your
liquidity.
Biographical Information, page 14
15. Please provide support for the following assertions in this
section:
* That John Tann Ltd. is the oldest and most established security
equipment manufacturer in the world;
* Mr. Paterson has helped many companies meet their financial
objectives through his marketing consulting and ability to obtain
and
structure outside financing; and
* Mr. Roth has worked for some of the most influential and
successful
companies in the world.
In the alternative, please delete these claims.
Description of Business, page 18
16. Please provide marked and dated copies of the reports and
surveys
to which you cite in this section. For instance, we note the 1963
Minister of Mines Report, the Wahl and H. Wall surveys identified
in
the "Exploration History" section, and the geological report on
the
Copper Road I - VI claim mentioned on page 19.
17. We note your description of mineral property exploration in
the
fourth paragraph of this section on page 18. Please specify when
you
plan to begin your initial phase of exploration on the Copper Road
I
- - VI claim. Have you hired a geologist to oversee the program
described? Also, assuming funding is available, state your
anticipated time frame to complete each phase of your exploration
program.
18. Please thoroughly revise your disclosure in this section and
throughout your prospectus to clarify the current status of your
operations and your proposed business operations.
19. For your property, please provide the disclosures required by
Industry Guide 7(b). In particular, please provide:
* any conditions that must be met in order to obtain or retain
title
to the property;
* a description of any work completed on the property and its
present
condition;
* the details as to modernization and physical condition of the
plant
and equipment, including subsurface improvements and equipment;
* a description of equipment and other infrastructure facilities;
* the current state of exploration of the property;
* the total cost the property has incurred to date;
* the source of water that can be utilized at the property; and
* if applicable, a clear statement that the property is without
known
reserves and the proposed program is exploratory in nature.
Please refer to Industry Guide 7(b)(1) to (5) for specific
guidance.
Industry Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.
Mineralization, page 19
20. Please explain defined terms such as "shear" and "strike."
Investors who are unfamiliar with your business or industry should
be
able to understand the description of your claim.
Plan of Operations, page 22
21. Please expand this section to discuss known material risks and
uncertainties that will have or are reasonably likely to have a
material impact on your revenues, if any, operations, liquidity,
or
income over the short and long term, and the actions you are
taking
to address them. In doing so, please discuss the industry-wide
factors relevant to your business and the risks and uncertainties
related to the development of your business to the extent
necessary
to commence operations and for the foreseeable future.
Additionally,
please discuss your ability to generate revenues, raise additional
financing, and manage other significant risks and uncertainties
that
are material to your plan of operations and business. See SEC
Release No. 33-8350 and Item 303 of Regulation S-B.
Certain Relationships and Related Transactions, page 23
22. We note on page 23 that your president, Mr. Christopher
Paterson,
provides management services and office premises free of charge,
and
that you valued these services at $3,500 and $1,000, respectively.
You also disclose that these amounts were charged to operations;
however, it does not appear that these expenses have been
recorded.
Either tell us where these amounts are recorded in your statement
of
operations or revise your financials accordingly. Refer to SAB
Topic
5:T.
Notes to the Financial Statements, page F-7
23. Please disclose your fiscal year-end.
Recent Sales of Unregistered Securities, page II-2
24. Please clarify your reference to Rule 4 of the Securities Act
in
the first paragraph of this section.
25. Please tell us the basis of Beverley Paterson`s qualification
to
purchase common stock pursuant to Regulation S. We note that a
Florida address is listed for Ms. Paterson on page 9 of the
selling
shareholder table.
26. We note your offerings pursuant to Regulation D. Please
specify
the rule under Regulation D that you are relying on for your
exemption. Also, clearly discuss the facts relied upon to make
the
exemption available. Specifically discuss the general conditions
set
forth in Rule 502 of Regulation D. See Item 701 of Regulation S-
B.
Exhibits
27. We note your disclosure in Note 3 on page F-10 that Larry
Ralph
W. Sostad holds the mineral property in trust. Please file the
documentation that sets forth this relationship. It is unclear
whether the company has acquired title to this claim. Please
clarify
throughout the document the nature of your ownership interest in
the
mineral property.
28. Please file a consent from counsel in connection with its
legal
opinion. See Item 601(b)(23) of Regulation S-B.
Undertakings, page II-6
29. Please provide the exact language of the undertaking as set
forth
in the second paragraph in Item 512(e) of Regulation S-B.
Signatures, page II-6
30. Please revise the signature page to date it as of the date of
the
filing. Also, specify that Christopher Paterson is signing in his
capacity as principal executive officer. See Form SB-2.
*****
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
letter with your amendment that keys your responses to our
comments
and provides any requested information. Detailed 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 Act
of
1933 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.
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 staff comments and the declaration of
effectiveness 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 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 Yong Kim at (202) 551-3323 or William Choi,
Accounting Branch Chief, at (202) 551-3716 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Howard Baik at (202) 551-3317, Ellie Quarles,
Special
Counsel, at (202) 551-3238, or me at (202) 551-3720 with any other
questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Karen Batcher, Esq.
Fax: 619-789-6262
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Christopher Paterson
Cantop Ventures Inc.
October 25, 2005
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