November 28, 2005
Mail Stop 7010
By U.S. Mail and facsimile to (604) 443-7000
Robert A. Biagioni
President
Katie Gold Corp.
1055 West Hastings Street, Suite 1400
Vancouver, British Columbia
Canada V6E 2E9
Re: Katie Gold Corp.
Amendment No. 3 to Registration Statement on Form SB-2
Filed November 8, 2005
File No. 333-126748
Dear Mr. Biagioni:
We have reviewed your filing and have the following
comments.
We welcome any questions you may have about our comments or 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 your response to comment 4 of our letter dated November
2,
2005. Please revise to discuss the current status of your
operations
by disclosing the remaining aspects of Phase I, whether you have
begun to evaluate the results of Phase I, and whether you have
decided to proceed with Phase II or, alternatively, have decided
to
drop your option on the Conglin Property. If you have not begun
to
analyze the results of Phase I, please discuss when you intend to
do
so, how long you expect this process to take, and the person(s)
who
will be responsible for this evaluation and the subsequent
determination of whether to proceed.
2. Please consider adding a risk factor discussing your future
operations if you decide to drop your option on the Conglin
Property.
Risk Factors, page 8
If we do not obtain additional financing, our business will fail,
page 8
3. We note your response to comment 5 of our letter dated November
2,
2005. Please clarify that disclosure stating you "will require
additional financing . . . to cover our anticipated administrative
costs" refers to administrative costs incurred more than one year
after the effectiveness of this registration statement, as
reflected
in the table in your Use of Proceeds section. In addition, please
reconcile this statement with disclosure in the fourth paragraph
of
this risk factor stating that "[i]t is reasonable to expect that
all
three phases could be completed within one year" and implying that
your $25,000 administrative costs should cover all three phases of
your exploration. Finally, please delete your statement that you
"should need funding for an estimated $25,000 in administrative
costs
in addition to our exploration costs," as you state elsewhere that
you intend to cover these costs with the proceeds of your
unregistered sales of securities.
Because we have not commenced business operations . . ., page 9
4. Please revise your statement that you have not commenced
exploration on the Conglin Property, as your response to prior
comment 4 states that you have "initiated and completed the
majority
of our first phase of exploration on the Conglin Property."
Similarly update and revise Plan of Operations and throughout your
document, as necessary.
Because our president has other business interests . . ., page 11
5. Please disclose the limited amount of business time that your
two
officers and directors will be devoting to your affairs. In
addition, please revise to address the amount of time Ms. Arnott
will
spend on your affairs and discuss the risk presented by these
other
business interests. If the nature of these outside business
interests presents a conflict of interest between Mr. Biagioni or
Ms.
Arnott and the company and such conflict presents a material risk
to
investors, so state.
Exhibits
Exhibit 5.1, Legal Opinion
6. Your registration statement names 30 selling shareholders,
while
the legal opinion of Batcher, Zarcone & Baker opines on the
"proposed
sale by 33 shareholders . . . ." Please submit a revised opinion
of
counsel making reference to the correct number of shareholders
selling under this registration statement. If there are known
selling shareholders not named in the registration statement,
revise
your registration statement to name these shareholders. We may
have
additional comment upon review of your response.
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 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 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 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 Ernest Green, Staff Accountant, at (202)
551-
3733 or Rufus Decker, Accounting Branch Chief, at (202) 551-3769
if
you have questions regarding comments on the financial statements
and
related matters. Please contact Matt Franker, Staff Attorney, at
(202) 551-3749 or me at (202) 551-3767 with any other questions.
Sincerely,
Jennifer Hardy
Branch Chief
cc: Karen A. Batcher, Esq. (via facsimile 619/789-6262)
Batcher Zarcone & Baker, LLP
4252 Bonita Road, Suite 151
Bonita, California 91902
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Robert A. Biagioni
Katie Gold Corp.
November 28, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE