Mail Stop 3561
October 26, 2005
Puneet Sharan
President and Chief Executive Officer
Boulder Creek Explorations, Inc.
1450 Sasamat Street
Vancouver, BC Canada V6R4G4
Re: Boulder Creek Explorations, Inc.
Form SB-2/A filed October 12, 2005
File No. 333-121360
Dear Mr. Sharan:
We have reviewed your amended 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.
Interim and Audited Financial Statements
1. The financial statements included in your filing do not comply
with
Item 310(b) of Regulation S-B in certain respects. In this
regard,
Item 310(b) of Regulation S-B requires an audited balance sheet as
of
the end of your most recent fiscal year, or as of a date within
135
days, if the Company has been in existence for less than a one
year
period, and audited statements of income, cash flows and changes
in
stockholders` equity for each of the two fiscal years preceding
the
audited balance sheet date, or since the registrant`s inception if
it
has not been existence for the entire two year period.
Additionally,
interim financial statements are required for the quarterly and
year
to date periods subsequent to the date of the most recent audited
balance sheet provided. As your filing includes an audited
balance
sheet as of February 28, 2005 and audited statements of income,
cash
flows and changes in shareholders` equity from inception on June
7,
2004 through February 28, 2005, we are unclear as to why interim
financial statements have been provided for the three and nine
month
periods ended July 31, 2005. Please revise the interim financial
statements provided so they include only the interim period
subsequent
to the date of the most recent audited balance sheet provided and
the
results of operations and cash flows for the comparable periods of
the
prior year, if applicable.
2. Additionally, revise the audited financial statements included
in
the filing to eliminate the information presented for the period
from
inception on June 7, 2004 to October 31, 2004, and for the four
month
period ended February 28, 2005, as presentation of information for
these periods is not required.
Financial Statements for the Period Ended July 31, 2005
Notes to Financial Statements
Note 3 - Natural Resources Properties and Related Exploration
Development, page F9
3. We note that your claims agreement, regarding the Pun and Tim
claims, was amended on September 8, 2005 to modify the timing for
the
fulfillment of your company`s obligations, which are required to
maintain the option the right, title, and interest to the claims.
As
the new terms differ from those disclosed in Note 3 to your
financial
statements for the period ended July 31, 2005, please provide a
subsequent events footnote to your financial statements which
discusses the terms of your amended agreement
Updated Financial Statements
4. Please consider the financial statement update requirements of
Rule
3-10 (g) of Regulation S-B upon filing your next amendment to your
registration statement on Form SB-2.
Other
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.
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.
Closing
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 direct your attention to Rule 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 Jeffrey Sears at (202) 551-3302 or Linda
Cvrkel,
Branch Chief, at (202) 551-3813, if you have questions regarding
comments on the financial statements and related matters.
Sincerely,
Linda Cvrkel
Branch Chief
Via Facsimile: Tim Orr
(509) 462-2929
Mr. Puneet Sharan
Boulder Creek Explorations, Inc.
October 25, 2005
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