December 22, 2004
Ronald C. Blomkamp
Chairman, President and Chief Executive Officer
American Goldrush Corporation
1155 West Pender, Suite 708
Vancouver, British Columbia V6E 2P4
Re: American Goldrush Corporation
Form F-1 filed November 23, 2004
File No. 333-120722
Dear Mr. Blompkamp:
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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
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 and 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. Supplementally advise us as to whether you intend to use
additional sales material, in addition to the prospectus, to sell
Class A, B, and C warrants. If this is the case, please provide
the
staff with copies of any sales literature you intend to use, prior
to
use. These materials are subject to our review and comment.
2. Please provide us with the artwork you intend to use. The
inside
front cover artwork should be clear illustrations of your product
or
business with concise language describing the illustrations.
Artwork
that does not convey the business purpose and language that strays
beyond a limited scope will not be appropriate inside the front
cover. Please refer to Section VIII of the Division of
Corporation
Finance March 31, 2001 Current Issues and Rulemaking Projects
Quarterly Update available at www.sec.gov.
3. Please identify all selling shareholders who are registered
broker-dealers or affiliates of broker dealers. Additionally,
tell
us if the broker-dealer received the securities as underwriting
compensation. Please note that a registration statement
registering
the resale of shares being offered by broker-dealers must identify
the broker dealers as underwriters if the shares were not issued
as
underwriting compensation.
4. We note that the courtesy copy you provided us was not
paginated
and that the margins of some of the sections were fully justified,
resulting in odd spacing between letters in words and a document
that
in places is more difficult to read than it should be. See, for
example, the risk factor headings for risk factors 4, 5 and 10.
Please confirm that the versions you provide to investors will be
paginated and properly justified.
Prospectus Summary, page 1
5. We note in the introductory paragraph to this section and you
state that this section is not complete, that there may be
information that you may not have included in this section.
Please
disclose all information that you believe is material at this
time.
Otherwise, delete this language from your introductory paragraph.
Description of Financing Transactions, page 3
6. Please provide the specific exemption that you relied on for
each
of your private placements from October 2003 to date.
Trading Market, page 3
7. We note that you intend to apply to the OCTBB in this section
and
in your risk factor section. Please tell us, on a supplemental
basis, the status and timing of your application with the OTCBB.
Risk Factors, page 5
8. Please revise your risk factor section to avoid language like
"adverse effect" or "adversely affect." State specifically how
the
risk may affect your results of operations or financial condition.
9. Please revise your risk factors to remove the phrase "we cannot
assure" or "there can be no assurance" regarding a certain set of
facts. The real risk is that the event will occur; it is not your
inability to prevent it.
10. We note that your risk factors, for the most part, could apply
to
any company within your industry classification. Please
specifically
tailor your risks so that they apply to your company in
particular.
11. If material, provide a risk factor that addresses the
possibility
that you may be deemed a Passive Foreign Investment Company.
Briefly
explain that U.S. investors who invest in American Goldrush
Corporation will be subject to U.S. taxation at possibly adverse
or
higher rates and under a system that may be more complicated and
unfamiliar to them.
12. Include a risk factor which addresses the fact that it would
be
difficult for investors to:
* Effect service of process within the United States on you or any
of
your non-U.S. resident executive officers or directors named in
your
registration statement;
* Enforce judgments obtained in U.S. courts based on the civil
liability provisions of the U.S. federal securities laws against
you
or any of your non-U.S. resident executive officers or directors
you
have named in your registration statement;
* Enforce judgments of U.S. courts based on civil liability
provisions of the U.S. federal securities laws in the Canadian
court
against you or any of your non-U.S. resident executive officers or
directors named in your registration statement; and
* Bring an original action in the Canadian court to enforce
liabilities based on the U.S. federal securities laws against you
or
any of your non-U.S. resident executive officers or directors
named
in your registration statement.
If we do not continue to make payments under our Property Options
Agreement..., page 6
13. Please state in this risk factor the reason(s) why you must
pay
Mr. Polischuk CDN$50,000 and by what date you must pay the entire
amount. If you plan on making payments over a period of time or
on a
lump sum basis, please disclose the schedule of payments or the
anticipated payment date. In addition, please provide a cross-
reference to a more detailed information regarding this option
agreement.
Damage to the environment could also result from our operations,
page
7
14. Delete the clause beginning "although we intend to
substantially
comply" as it serves to mitigate the risk being discussed.
We may not have access to all of the supplies and materials we
need
to begin..., page 10
15. We note that you will attempt to locate products, equipment
and
materials after this offering is complete. Please disclose why
you
are attempting to locate the materials needed after this offering
is
completed.
It is possible that there may be native or aboriginal claims to
our
property..., page 10
16. Please tell us, on a supplemental basis, the measures that
were
taken to ensure that the title is without any known defects.
Capitalization, page 13
17. Please provide the information about indebtedness and
distinguish
between secured and unsecured as required by Item 3.B. of Form 20-
F.
Regulation and Environmental Matters, page 14
18. Provide a discussion of the specific governmental rules and
regulations, including federal, provincial and local government
rules
and regulations, that impact your business activities. For
example,
if a permit is required for you to conduct any exploratory
activities, please discuss the requirements for the permit,
whether
you have obtained such a permit or the status of your application
for
the permit and the regulatory body responsible for granting the
permit. Additionally, include a discussion of environmental
regulations, which impact your operations. We may have further
comments. See Item 4.B.8 of Form 20-F.
Property Option Agreement for the Polischuk Property, page 14
19. Please provide the specific date as to when the option that
you
have secured will expire. In addition, provide a summary of the
termination provisions in the contract.
Material Contracts, page 16
20. We note that you have an irrevocable option with Messrs.
Blomkamp
and Praill and that you must provide notice to each individual
when
you decide to purchase any or all of their shares. Please
disclose
the period of time that must elapse in order to maintain
sufficient
notice. In addition, are there any triggering events that may
cause
the redemption by the Company.
Employees, page 17
21. Please disclose the kind of services your outside contractors
provide to the Company.
Management, page 25
22. Please provide a more detailed description, including time
periods employed in various positions, for the recent business
experience of each of the directors and senior management.
Executive Compensation, page 27
23. Please discuss the consulting agreement with Tricia Dennis and
the material termination provisions.
Potential Conflicts of Interest, page 28
24. We note that your president and other directors work for other
natural resource exploration companies. We note that you have
some
factors to limit the potential conflicts of interest. Please
disclose any conflicts of interest that have occurred in the past
with any of your executive officers, management, and/or board
members.
Exchange Controls, page 36
25. The discussion in this section should concern whether or not
Canada has any controls limiting, prohibiting or otherwise
affecting
the exchange of Canadian dollars for U.S. dollars and other
currencies, not the taxation of dividends. Please revise.
Experts, page 39
26. Please identify Morton & Company as your legal counsel who has
opined on your common shares.
Expenses of Issuance and Distribution, page 32
27. We note the SEC registration fee you disclose in this section
is
not the same amount as the total SEC registration fee you reflect
on
your cover page. Please explain.
Exhibit 5.1
28. Please provide the reason why you have referred to 601(b)(5)
of
Regulation S-B in your legality opinion; otherwise please delete
the
citation.
Engineering Comments
General
29. The maps illustrating the location and access to your property
occupies a small portion of the viewable area loaded into the
SEC`s
EDGAR program. This may allow the average investor or viewers to
bypass the map displays, believing they are viewing blank fields.
Please modify the viewable area to clearly display the maps for
the
average investor. For more information, please consult the
EDGAR
manual, and if you need additional assistance, please call Filer
Support at 202-942-8900.
Risk Factors, page 5
30. Add a risk factor addressing the fact that your property has
not
been examined in the field by a professional geologist or mining
engineer. Discuss the risks to investors.
Description of business, page 14
31. 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.
Property option agreement for the Polischuk property, page 15
32. The fourth paragraph on page 15 references the "Pioneer" and
"Bralorne" mines. Describe only geology, history, or exploration
results that are directly related to the properties that you have
the
right to explore or mine. Remove all references to mines,
adjacent
or analogous properties, deposits, occurrences, or exploration
activities by other companies outside of your properties.
33. The first paragraph of page 16 uses the terms "reserve(s)" and
"develop" which have very specific meanings under Industry Guide
7(a)(4), (see
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7)
..
These terms reference the "development stage" when companies are
engaged in preparing reserves for production, and the "production
stage" when companies are engaged in commercial-scale, profit-
oriented extraction of minerals. If you do not have any
"reserves,"
as defined by Guide 7, please remove the terms "reserve(s)"and
"develop" throughout the document. Replace or delete the terms as
needed. This includes the use of the terms in the Financial
Statement headnotes and footnotes - see Instruction 1 to paragraph
(a), Industry Guide 7.
34. The fifth paragraph of page 17 uses the terms "ore(s)", "ore
deposit(s)," and "ore body(s)". Under SEC Industry Guide 7, the
terms "ore(s)" "ore deposit(s),"or "ore body(s)" are treated the
same
as the term "reserve." Since all deposits are not necessarily
reserves, remove these terms from this filing.
********
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.
Closing
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.
As appropriate, please amend your registration statements 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.
Direct any questions on the financial statements and related
disclosure to John Weitzel at (202) 942 -1807, or Barry Stem (202)
942-1919. Direct any questions regarding engineering comments to
Ken
Schuler at (202) 824-5527. Direct any other questions to Susan
Min
at (202) 942-1951, or in her absence to me at (202) 942-2990.
Sincerely,
Mary Cascio
Special Counsel
Office of International
Corporate Finance
cc: via facsimile
David Lubin
David Lubin & Associates
(516) 569-5053 fax
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American Goldrush Corporation
December 22, 2004
Page 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATION FINANCE