November 15, 2005
MAIL STOP 3561
via U.S. mail and facsimile
Richard Novis, President
Northern Explorations, Ltd.
470 Granville Street, Suite 1120
Vancouver, B.C. V6C 1V5
Re: Northern Explorations, Ltd.
Form SB-2, Amendment 3 filed September 29, 2005
File No. 333-125068
Dear Mr. Novis:
We have the following comments on your filing. 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 supplemental
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.
Cover Page of Prospectus
1. Your attention is directed to Item 310(g) of Regulation S-B and
the need for updated financial statements. Please provide a
currently dated consent with any amendment to the registration
statement.
2. We repeat our requests in comments number two and three of our
prior letter dated September 2, 2005 to use bold face or italics
to
highlight the information on the cover page and in the risk factor
headings.
Directors, Executive Officers, Promoters and Control Persons, page
8
3. Revise to describe in further detail the "marketing, promotion
and
investor relations services" provided by 416398 B.C. Ltd dba Micro
Cap et al.
4. We note your response to comment seven. Advise us why conflict
of
interest disclosure is not required regarding Mr. Novis` role as
president, secretary, treasurer and a director of International
Oil &
Gas in connection with Northern Exploration Ltd. We may have
further comment.
5. Please revise to indicate the number of hours per week that
Richard Novis will devote to Northern Explorations Ltd.
Security Ownership of Certain Beneficial Owners and Management,
page
9
6. Please revise to indicate the number of persons in the group of
officers and directors.
Description of Business, page 11
In General, page 11
7. Please revise the fifth paragraph of this section to state, if
true, that you will not enter into a merger or acquisition within
the
next twelve months as requested in comment number 11 of our prior
letter dated September 2, 2005. You must address your plan of
operations for the next 12 months. Please note our comment number
one, as follows, in our letter dated June 29, 2005:
"Your disclosure indicates the following [indications that you are
a
blank check company]: that you are an exploration stage company;
that you have not yet begun the initial phase of exploration; that
you have not yet identified any economic mineralization on your
claim
and that you have not performed any work on the property to date;
that your sole officer and director has no technical training nor
technical experience in mineral exploration; that you do not have
any
verbal or written agreement regarding the retention of any
qualified
engineer or geologist for this exploration program; that access to
the property is only practical by helicopter; that you have no
revenues to date; that your payment for the sole claim that you
beneficially own has consisted of the stock the selling
shareholders
are selling in this offering and $2,500 with no additional
required
expenditures until December 31, 2006; that you have cash of only
$27,672; that you do not have any plan in place for any future
equity
financing or loans; and that the auditor has substantial doubt
about
your ability to continue as a going concern."
8. We note your statements that Phase I is complete and Phase II
is
in progress and that Phase II will take one month to complete. We
also note your statement that "we have not yet commenced the
initial
phase of exploration on the Cade claim." Additionally, we note
your
statement that "until we complete the phase one and two programs,
which will take the next 12 to 18 months to complete, we will not
know ...." Revise to reconcile your statements and update your
disclosure to address the status of your mineral exploration. We
may
have further comment.
Description Location and Access, page 13
9. We repeat comment number 13 of our prior letter dated September
2,
2005, which comment stated:
"In this filing you have added the disclosure that every time
that
you conduct exploration on the Cade property, you will incur
$1,000
in helicopter costs in order to gain access to it. Please expand
to
discuss your estimate of the amount of money you will spend for a
helicopter before you have completed exploration and development
work
on the claim.
Also, provide a general discussion regarding how frequent it is in
your industry to explore, develop and mine a claim which one can
reached only by helicopter and whether there are indications that
this an achievable goal. Disclose the basis for your assertions
in
this regard. If applicable, support your statements by
supplementally providing us with copies of, or excerpts from,
reports
or publications which you reference. If you do not have
appropriate
independent support for a statement, please revise the language to
make clear that this is the belief of the registrant based on its
experience in the industry.
In addition, disclose each material hardship that you must
overcome
because the claim is accessible only by helicopter, including, but
not limited to, whether this circumstance will prolong the process
and whether, and how, it will impact your choice of machinery."
We may have further comment.
Title to the Cade Claim, page 13
10. Revise to update this section to indicate whether the claim
deadline extended to August 28, 2006.
Geological Report, page 14
11. We repeat comment number 15 in our prior letter dated
September
2, 2005, which comment stated:
"We have reviewed your response to our prior comment 27. Please
expand to disclose, generally, the anticipated activities in the
exploration process beyond phases I and II. Please include the
reasons and expected cost of that exploration and the expected
time
frame for that exploration. Your disclosure must describe all
anticipated activities in the 12 months following effectiveness of
the registration statement. In addition, please specify when you
will make the determination whether to continue or not. Describe
the
criteria you will consider in making your decision. Please
specify
your plans if you determine that you will not proceed."
You have stated in this section that phase I will take one month
and,
on page 15, that phase II will take one month. Revise to comply
with
prior comment number 15 in this section and the Plan of Operations
section. In addition, please resolve the apparent discrepancies
in
time frames for phases I and II.
Also, address the disclosure the information about phase III from
Mr.
Nicholson`s report. Explain the discrepancies between Mr.
Nicholson`s apparent assumption that you will need to spend
$15,000
on a helicopter in phase III and your disclosure that "[o]nce it
has
been determined that there are economic reserves a mine road would
be
installed for greater access to the property."
Plan of Operations, page 17
12. Revise to describe Phase II in greater detail. Specify the
activities involved and disclose the time frame and cost of each
activity.
Exhibits
13. Please remove from the list of exhibits the geological report
of
Mr. Nicholson. Industry Guide 7 does not allow the attachment of
technical reports to SEC documents. In the future, please provide
it
supplementally rather than as an exhibit.
Closing Comments
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 supplemental 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 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 Blaise Rhodes at (202) 551-3774 if you have
questions
regarding comments on the financial statements and related
matters.
Please contact Susann Reilly at (202) 551-3236 with other
questions.
Sincerely,
John Reynolds
Assistant Director
Office of Emerging Growth Companies
cc: Joseph Emas, Esq.
By facsimile to (305) 551-1274
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Northern Exploration Ltd.
November 15, 2005
Page 5