Room 4561
October 5, 2005
Mr. Steve Bajic
President
Goldrange Resources, Inc.
c/o Inc. Plan of Nevada
613 Saddle River Court
Henderson, Nevada 89015
Re: Goldrange Resources, Inc.
Registration Statement on Form SB-2 filed September 8, 2005
File No. 333-128165
Dear Mr. Bajic:
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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Registration Statement on Form SB-2
General
1. The word "development" has a specific meaning under paragraph
(a)(4) of Industry Guide 7, (see
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7)
..
It refers to the "development stage" when companies are engaged in
preparing reserves for production. If you do not have any
"reserves," as defined by Industry Guide 7, please remove the
terms
"develop," or "development" throughout your disclosure, and
replace
them, as needed, with the terms "explore" or "exploration." This
includes the use of the terms in the headnotes and footnotes to
your
financial statements. Please see Instruction 1 to paragraph (a)
of
Industry Guide 7.
Prospectus Summary, page 6
2. We note your statement that you are "engaged in the exploration
and development of mineral properties." However, it appears from
your discussion elsewhere that you are focused specifically on
exploring and exploiting the Gold Creek property. If so, please
tailor your discussion accordingly. Otherwise, please elaborate
on
your business related to the Gold Creek property as well as your
business outside the Gold Creek property.
3. Please clarify your statement that you "were extra-provincially
registered" in British Columbia, Canada.
4. Please disclose the identity of your resident agent in Nevada.
5. Please revise your summary to disclose whether your selling
shareholders plan to sell their shares prior to your quotation on
the
OTC Bulletin Board or listing or quotation on another public
market
and if so, how. Please also discuss here and in your plan of
distribution discussion whether and how you plan to be quoted on
the
OTC Bulletin Board. We note your risk factor disclosure on page
12
that you "currently plan to have [y]our common stock quoted on the
National Association of Securities Dealers Inc.`s OTC Bulletin
Board
upon the effectiveness of th[e] registration statement."
6. Please update your outstanding share number information here
and
elsewhere in your prospectus to a more recent practicable date
than
June 30, 2005. Please see Items 403 and 507 of Regulation S-B for
additional guidance.
Summary of Financial Data, page 6
7. Please revise your disclosure of working capital in the summary
of
financial data, along with similar disclosure in your first risk
factor, to be consistent with the amounts in the financial
statements. Similarly, please reconcile your disclosure of
current
liabilities in the fourth paragraph on page 29 to the amount
reported
in the financial statements.
Risk Factors, page 7
8. Please revise the headings for your risk factors so that each
such
heading specifically identifies the risks to you posed by the risk
factors that you discuss. For example, the "We have had no cash
flows from operations" heading makes a factual statement but does
not
concisely convey the risk posed by the fact that you have had no
cash
flows from operations.
We have a history of losses and fluctuating operating results,
page 8
9. Your discussion with respect to this risk factor does not
necessarily appear applicable to your business of exploring
mineral
properties and exploiting any discovered mineral properties. We
note, for example, that you state that you are subject to the
"unpredictability of when customers will purchase [y]our
services."
Please revise and explain how the operating results from your
business may be subject to fluctuations and the resulting material
risk. Further, it appears that your statement regarding the risk
of
not generating positive cash flows or raising sufficient financing
merits a separate risk factor discussion.
We have a limited operating history..., page 8
10. Please advise us the reference to "continuing to grow [y]our
business" as it appears in the heading to this risk factor. From
your disclosure, it does not appear that the reference reflects
the
current exploration stage of your business.
11. We note your statement that your success is dependent on a
"successful acquisition, drilling, completion and production
program." Please explain to us how an acquisition program fits
within the framework of your business as it appears from your
later
discussion that your business is specifically focused on the
exploration and exploitation of mineral deposits, if any, on your
Gold Creek property.
12. With respect to your statement that investors "should be aware
of
the difficulties normally encountered by enterprises in the
development stage," please discuss and elaborate on the
difficulties
normally encountered by an exploration-stage company.
Because of the early stage of development..., page 8
13. We note your disclosure in this risk factor that you are
without
known reserves of oil and gas. Please explain to us the relevance
of
such disclosure in light of the fact that you are engaged in the
business of mineral exploration and exploitation.
The potential profitability of mineral ventures depends..., page 9
14. We note your statement that "due to worldwide economic
uncertainty, the availability and cost of funds for production and
other expenses have become increasingly difficult, if not
impossible,
to project." Please revise to discuss the basis for your
assertion
that there exists worldwide economic uncertainty and how such
uncertainty specifically impacts your business.
15. Please discuss how the factors you enumerate in the second
paragraph of this risk factor impacts the marketability of
minerals
and how such marketability relates to the world prices and markets
for minerals.
Competition in the mining industry is highly competitive..., page
9
16. Please revise this risk factor to include a discussion as to
how
the presence of competitors in the Kamloops area adversely affects
your ability to explore for minerals and exploit any discovered
minerals.
Mining operations are subject to comprehensive regulation..., page
9
17. It appears that this risk factor as well as the risk factors
titled "Exploration and development activities are subject to
certain
environmental regulations" and "Any change to government
regulation/administrative practices" provides overlapping
discussion
of related risks. Please revise your risk factors so that each
risk
factor discussion specifically addresses the risk alluded to in
your
headings. If possible, please also discuss specific instances
where
such risks have presented themselves such as the environmental
regulations that have or may specifically impact your operations
or
any changes currently contemplated in regulations that may affect
your business.
Our By-laws contain provisions indemnifying our officers and
directors..., page 10
18. Please revise this risk factor to expressly discuss the risk
posed to the company and/or investors as a result of the
indemnification provisions in your bylaws.
As a result of a majority of our directors and officers are
residents..., page 10
19. Please elaborate further in your disclosure on why it would be
difficult to enforce U.S. judgments against the company in light
of
the fact that the company is a Nevada corporation.
Because we do not intend to pay any dividends on our common
shares,
page 11
20. Please revise this risk factor to expressly discuss the risk
posed to the company and/or investors as a result of your current
intention to not pay any dividends.
Securities and Exchange Commission`s Public Reference, page 13
21. Please update our contact information in your prospectus.
Determination of Offering Price, page 13
22. We note the second sentence in this section. An offering
price
does bear a relationship to book value as both of these measures
are
typically expressed as a dollar amount per share. It appears that
what you are attempting to express is that the offering price was
not
based on any relationship to established criteria of value, such
as
book value or earnings per share. Please revise as appropriate.
Selling Stockholders, page 14
23. We note your reference in the first paragraph of this section
to
the 4,100,000 shares of common stock to be registered. Please
reconcile this reference with the fact that you are registering
2,050,000 shares of common stock and 4,100,000 shares of common
stock
underlying warrants held by your selling shareholders. Further,
please explain to us the basis for the last statement in this
paragraph. In your selling shareholders table, it appears that
you
have provided calculations of your selling shareholders` ownership
percentage after the offering assuming the sale of all shares
offered.
24. Please explain to us the basis for your qualification with
respect to whether any selling shareholder is a broker-dealer or
an
affiliate of a broker-dealer. Advise us whether you undertook a
good
faith effort to determine the broker-dealer, or affiliate thereof,
status of each of your selling shareholders.
25. With respect to your private placement disclosure, please
discuss
the material terms of the warrants such as their expiration date
and
the terms of exercise for the warrants after March 31, 2006 and
2007,
respectively. Please also file the form of warrants as required
pursuant to Item 601(b) of Regulation S-B.
Directors, Executive Officers, Promoters and Control Persons, page
18
26. We note that your officer and directors, Messrs. Bajic and
Hiner,
do not plan to contribute their full time to the business. Please
provide a risk factor disclosure regarding the part-time nature of
their efforts for the business and the competing demands for their
time.
27. Please revise the disclosure set forth for Mr. Bajic to
provide a
clear and understandable discussion of his business experience as
well as his current positions. For example, you mention and
identify
"completed qualifying transactions" for companies in which he
served
as president, chief executive officer and director, but do not
explain the significance of "completed qualifying transactions."
It
is also unclear when he served in the positions for the companies
identified. Further, he appears to be currently employed as an
officer in four companies, you, LF Ventures Inc., Cassidy Gold
Corp.
and Integrated Brand Solutions Inc., but you later note that he
serves as "a director and officer of three other public
companies."
It is unclear whether these are three other public companies or
such
companies include the companies in which he currently serves as an
officer. At least two of such companies are not public companies,
namely, you and LF Ventures Inc. Please clarify your disclosure,
identify all reporting companies for which he serves as a director
and identify the positions he is serving as in his various
employments. We note that Mr. Bajic serves as an officer in
Navasota
Resources. Please advise us why such disclosure has been omitted.
Please see Item 401 of Regulation S-B for additional guidance.
Lastly, please confirm that Mr. Bajic regularly works 60 or more
hours a week.
28. From Mr. Bajic`s business background, it does not appear that
he
has significant experience in accounting matters. In light of the
fact that he serves as your treasurer, please provide a risk
factor
disclosure regarding his apparent lack of accounting experience
and
his prospective role as the chief accounting officer for a
publicly
reporting company.
29. Please disclose Mr. Hiner`s business experience for the past
five
years. Please see Item 401 of Regulation S-B for additional
guidance. In addition, please confirm that Mr. Hiner regularly
works
50 or more hours a week.
Description of Property, page 22
30. The agreement pursuant to which you have use of your current
facilities appears to be a material agreement required to be filed
pursuant to Item 601(b)(10) of Regulation S-B. Please also
explain
your statement that you "have use of one office in packaged
space."
Description of Business, page 22
31. We note your statement that you "are an exploration stage
company
engaged in the acquisition and exploration of mineral properties
with
a view to exploiting any mineral deposits [you] discover." Please
address whether you are focused specifically on exploring and
exploiting the Gold Creek property. If so, please revise to
discuss
accordingly. Otherwise, please elaborate on your business related
to
the Gold Creek property as well as the plan for your business
outside
the Gold Creek property. Please review and revise your disclosure
throughout in light of this comment.
32. In the first paragraph of this section, you state that you
have
the right to acquire a 100% interest in and to the Gold Creek
property. Further in your disclosure, however, you state that you
have an option to purchase the interest in several mining claims
in
the Gold Creek property. Please clarify your disclosure to
appropriately characterize your rights with respect to the Gold
Creek
property. It appears that clarifying the relationship among the
mining claims, the Gold Creek property and the Kamloops Mining
Division may be helpful in this regard and that a map may assist
in
illustrating the relationship and the specific property for which
you
have an option in. Please also clarify whether your option
pertains
solely to mineral rights or relates to the property generally.
33. Please provide clear and understandable disclosure as to what
the
royalty and earn-back rights you mention are and how they may
impact
your business. We also note your use of the term "net smelter
return" in mentioning the royalty rights and the description of
earn-
back rights on page 23.
34. We note that your letter agreement with Navasota Resources
discusses a joint venture arrangement upon Navasota Resources
exercise of their earn-back rights. Please discuss in detail the
material terms of this prospective joint venture arrangement and
how
it impacts your business. Please also elaborate in greater detail
on
the material terms of the option in the mining claims under the
letter agreement including the operations and purpose of the
Technical Committee. Lastly, Section 4 of letter agreement
contemplates the entering into of a service agreement with
Navasota
Resources. Please discuss.
35. We note your statement that you plan to determine whether the
Gold Creek property possesses economic quantities of gold. Please
elaborate on whether you plan to identify and exploit other
economically viable mineral deposits or whether your business is
limited to gold deposits, if identified. If you plan to limit
your
business to gold deposits, please address what your plans are with
respect to other mineral deposits, if identified.
Gold Creek Property, page 23
36. Please provide additional disclosure with respect to the
identity
of Navasota Resources. Please also elaborate on how you came to
be
familiar with and decided to acquire the interest in the mining
claims on the Gold Creek Property from Navasota Resources.
37. You disclose that you acquired an option for seven mining
claims
from Navasota Resources. In Navasota`s press release of May 4,
2005,
they indicate that you acquired three claims. Please reconcile
this
difference, and ensure that all material terms are disclosed.
Also
disclose the total areas within the claims.
38. In your description of the payment obligations related to your
option for the interest in the mining claims on the Gold Creek
property, you appear to state that you have acquired the option
and
have made cash payments that are due on dates several months from
now. Please clarify your disclosure to reflect that such payments
have in fact been made, if such is the case. Otherwise, please
revise your disclosure accordingly.
Assessment Report, page 23
39. You disclose the names of the authors of an assessment report
for
you mineral property. File a written consent from these experts
as
exhibits. The 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. Please see Rule 436 of
Regulation C and Item 601(b)(23) of Regulation S-B for additional
guidance. Please also provide us a copy of the assessment report
for
our review.
40. Please disclose any relationships between Navasota Resources
and
the authors of the assessment report.
Description, Location and Access, page 23
41. We note your statement that the Gold Creek property consists
of
claim blocks comprising 62 units of Crown land. Please expand on
your use of the term "unit" as well as your note that GC 1 through
4
are "completely overlain by Gold Creek # 2" with a notice of
inclusion having been filed. Please also explain the significance
of
the expiry dates.
42. We note your use of the term "enargite" throughout your
disclosure. Please explain the term and its significance to your
business. Please keep in mind our plain English principles
regarding
the use of industry jargon and terms unfamiliar to the average
investor. Please refer to Section VIII of our March 31, 2001
update
to our Current Issues and Rulemaking Projects outline for
additional
guidance. We further note your use of chemical symbols to
identify
elements and terms such as "short adit," "horizontal loop EM,"
"linear anomalies," "airborne EM/Mag survey" and "EBA rocks,"
among
others. Please review and revise your disclosure.
Exploration History, page 24
43. With respect to your exploration history discussion, we note
that
Navasota Resources discloses that they drilled six holes in the
claims without much result. Please ensure that all exploration on
your properties is disclosed in a summary and balanced manner.
44. As a general checklist, when reporting the results of sampling
and chemical analyses:
* Disclose only weighed-average sample analyses associated with a
measured length or a substantial volume.
* Eliminate all analyses from "grab" or "dump" samples, unless the
sample is of a substantial and disclosed weight.
* Eliminate all disclosure of the highest values or grades of
sample
sets.
* Soil samples may be disclosed as a weighted-average value over
some
area.
* Refrain from reporting single-soil sample values.
* Convert all ppb quantities to ppm quantities for disclosure.
Revise your text accordingly.
45. Concerning the "hand mining," disclose that the material was
hand
sorted.
46. In your discussion, you reference specific areas such as
Northstar and the Noranda survey "north of the Gold Creek
property."
Please clarify in order to give potential investors a sense as to
where such areas are within the Gold Creek property. In addition,
please clarify whether the Noranda survey was actually conducted
in
the Gold Creek property. Please review and revise your
disclosure.
47. We note your discussion of findings such as the "spotty high
grade lead zinc silver mineralization," the "mixed results" from
the
five diamond drill holes and "linear anomalies" in Northstar and
the
"two NW trending conductors and a similar Mag anomaly [that] were
defined in EBA rocks." Please expand to discuss what the various
findings you have disclosed represent and whether any conclusions
can
be and/or that you have reasonably drawn from such findings.
Please
review and revise your disclosure throughout in light of this
comment.
48. Please expand on the reference to "Joe claims."
Regional Geology, page 24
49. We note your reference to a regional geochemical survey
conducted
by the British Columbia Geological Survey. Please provide us the
survey for our review. To expedite our review, please clearly
mark
the survey to highlight the applicable portion or section
containing
the information you disclose in your prospectus. We presume that
the
survey is publicly available without cost or at a nominal expense.
Please confirm.
Mineral Occurrences, page 24
50. We note your disclosure of several mineral occurrences in the
vicinity of your property. 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.
Physical Work, page 24
51. Concerning the magnetometer survey, remove the technical
details.
Conclusions and Recommendations, page 27
52. Concerning your disclosure of the recommendations of the
assessment report, simplify the description of the items listed
and
describe what findings each item will provide if undertaken.
Disclose a separate and brief summary of your proposed exploration
program, particularly outlining the order of the work you plan to
undertake.
Competitors, page 27
53. We note your statement that there is a high degree of
competition
for desirable mining properties. With reference to our prior
comments regarding the same, please address whether you plan to
seek
out other mining properties as part of your business.
Management`s Discussion and Analysis, page 28
54. Please present disclosure with respect to any off-balance
sheet
arrangements pursuant to Item 303(c) of Regulation S-B.
55. Please discuss the costs associated with operating as a
publicly
reporting company.
Plan of Operations, page 28
56. We note your tabular disclosure of your estimated funding
requirements for the next 12 months. Please expand on what "Work
Program" encompasses. Please also explain why your funding
requirements do not appear to include the funds necessary to
implement the recommendations set forth in the assessment report.
We
note that on page 27 you state that you have budgeted $20,000 for
trenching and depending on results, you may need an additional
$65,000 to $150,000.
57. We note your statement on page 29 stating that since inception
through June 30, 2005, you spent $5,000 on acquiring your Gold
Creek
property. Please revise to clarify that you acquired an option
for
mineral rights in the Gold Creek property, if that is the case.
58. You state that the continuation of your business is dependent
upon a successful program of acquisition. Please explain and
elaborate on how a program of acquisition fits into your business.
59. Please elaborate on the various financing alternatives that
you
are currently pursuing to meet your financial requirements.
Please
also provide a discussion of how long you can satisfy your cash
requirements and whether you will have to raise additional funds
in
the next 12 months. Please see Item 303(a)(1)(i) of Regulation S-
B.
Certain Relationships and Related Transactions, page 30
60. We note Mr. Bajic`s employment with Navasota Resources and
your
business relationship with Navasota Resources. Please discuss.
Please also ensure that all disclosure required pursuant to Item
404
of Regulation S-B has been provided.
Executive Compensation, page 32
61. It appears that the compensation you pay to Mr. Bajic pursuant
to
the disclosed verbal agreement should be characterized as salary
income on your summary compensation table. In addition, please
expand your disclosure to include all the material terms of this
verbal agreement and file a written description of such agreement
as
an exhibit to your registration statement. Please see Item
601(b)(10)(ii)(A) of Regulation S-B for additional guidance.
Since
Goldrange has agreed to pay Mr. Bajic $3,000 a month starting
March
1, 2005, please explain to us why he was not paid $12,000 for the
four months from March 1, 2005 to June 30, 2005.
Financial Statements, page 34
62. Please provide a currently dated consent in any amendment and
ensure the financial statements are updated as required by Item
310(g) of Regulation S-B.
63. We note the financial statements include periods not
referenced
in the auditor`s report, and it is unclear which periods are
represented. For example, the statements of operations and cash
flows reference the three months ended June 30, 2005 and the year
ended March 31, 2005. By contrast, the auditor`s report refers to
the period from inception to June 30, 2005. Please revise your
disclosures in Note 1 to state your fiscal year-end, and revise
the
financial statements to include only those periods covered by the
auditor`s report and any subsequent interim periods, as required
by
Item 310 of Regulation S-B. It appears the balance sheet at March
31, 2005 should be deleted. Note any unaudited financial
statements
and related disclosures for periods subsequent to fiscal year-end
should be clearly labeled as unaudited.
Audit Report, page 37
64. Please direct your auditor to revise the audit report to
discuss
management`s plans with respect to continuing as a going concern.
Also, revise Note 1 to include similar disclosures.
Statement of Operations, page 39
65. We note your disclosure of $275 of revenue. If this amount
represents revenue earned from your primary operating activities,
please revise Note 1 to include your accounting policies for
revenue
recognition, addressing each of the four primary criteria in SAB
104
as they relate to your business. Also, please tell us why no cost
of
revenue is shown on the statement of operations. Alternatively,
if
the amount is comprised of interest income or other non-operating
income, please revise the presentation of the statement of
operations
to present the amount below loss from operations.
66. Please disclose basic and diluted earnings per share on the
statement of operations, in accordance with paragraph 36 of FAS
128.
In addition, please revise Note 2 to include disclosure regarding
the
calculation of net loss per share, including disclosure regarding
any
potentially dilutive securities that were excluded from the
calculation of diluted earnings per share because the effect would
have been anti-dilutive, in accordance with paragraph 40(c) of FAS
128.
67. We note that the statement of operations includes a
reconciliation of your accumulated deficit, which would typically
be
included in the statement of stockholders` equity. To the extent
that such disclosures are included, please ensure that the
information is consistent with other disclosures in the financial
statements. For example, we note that the ending balance at March
31, 2005 differs from the beginning balance for the three months
ended June 30, 2005. Please revise your disclosure accordingly.
Statement of Cash Flows, page 40
68. Please revise the cash flow statement to be consistent with
other
disclosures in the financial statements. We note that both
columns
appear to be labeled incorrectly, as the column for the three
months
ended June 30, 2005 appears to represent the cumulative activity
since inception. In addition, the ending cash balance at March
31,
2005 differs from the amount reported on the balance sheet.
Please
revise your disclosures accordingly.
Statement of Stockholders` Equity, page 41
69. Please revise the statement to show the transactions affecting
each equity line item since inception. For example, each separate
issuance of equity securities should be reported. Note issuances
within the same fiscal year for the same type of consideration and
for the same amount per equity unit should be combined. Provide
appropriate footnote disclosures describing the material terms of
each material transaction. Also, the accumulated deficit is
incorrectly presented as a positive number, and two different
amounts
are reported for total net loss for the period. Please revise
accordingly.
Note 4 - Mineral Property, page 43
70. Please revise your disclosure to include the date of the
agreement, the cash payments made under the agreement, and how the
payments were recorded in the financial statements. In addition,
please tell us how you intend to account for the future cash
payments
under the agreement. Also, please revise your disclosure to
include
the royalty and earn-back rights discussed on page 23.
Note 8 - Related Party Transactions, page 44
71. Please revise your disclosure to clearly indicate the periods
in
which the transactions occurred. Also, please revise your
disclosure
to include the material terms of the management agreement and the
sale of the founder`s shares discussed on page 30.
Item 27. Exhibits
72. Please file the form of stock certificate as an exhibit to
your
registration statement.
73. We note counsel`s opinion with respect to the prospective
validity of the shares being registered for resale. It appears to
be
the case, however, that 2,050,000 of such shares are already
issued.
Accordingly, counsel`s opinion with respect to such shares should
address their validity on a current basis. Further, please
clarify
for us counsel`s qualification that they are "generally familiar"
with Nevada law. Item 601(b)(5) of Regulation S-B contemplates an
opinion as to the validity of the securities being sold without
qualification. Lastly, please advise us the basis for having
Canadian counsel opine on the validity of shares issued pursuant
to
Nevada law. Please have counsel revise as appropriate.
* * * *
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
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 the 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 your registration statement as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act and the
Exchange
Act 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 Carlton Tartar at (202) 551-3387 or Terence
O`Brien at (202) 551-3355 if you have questions regarding comments
on
the financial statements and related matters. Please contact
Daniel
Lee at (202) 551-3477 or me at (202) 551-3730 with any other
questions.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: Via Facsimile
Bernard Pinsky, Esq.
Clark Wilson LLP
885 West Georgia Street, Suite 800
Vancouver, British Columbia V6C 3H1
Canada
Telephone: (604) 687-5700
Facsimile: (604) 687-6314