December 15, 2005
Mr. Matt Wayrynen
President, Chief Executive and Financial Officer
Berkley Resources, Inc.
455 Granville Street, Suite 400
Vancouver, British Columbia V6C 1T1
Re: Berkley Resources, Inc.
Form 20-F for the Fiscal Year Ended December 31, 2004
Filed July 1, 2005
File No. 000-18939
Dear Mr. Wayrynen:
We have reviewed your Form 20-F for the Fiscal Year Ended
December 31, 2004, and have the following comments. We have
limited
our review of your filing to those issues we have addressed in our
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.
Form 20-F for the Fiscal Year Ended December 31, 2004
Operating and Financial Review and Prospects, page 15
Liquidity and Capital Resources, page 17
1. We note that although you disclose you have a working capital
deficiency at December 31, 2004 of $1,039,862, you believe cash
flow
will be sufficient to cover operating needs for the next fiscal
year.
However, from your Statements of Cash Flows it appears the only
period in which you had cash inflow from operations was 2004.
Given
the earlier history of cash outflow from operations, it would be
helpful to expand your disclosure to include the reasons you
believe
the more recent financial information is more indicative of future
performance. Also address how you plan to cover the working
capital
deficit, including the specific facts and circumstances known by
management that are necessary to provide the reader an
understanding
of your liquidity and capital resources.
Controls and Procedures, page 28
2. We note your disclosure stating that your "...chief executive
officer along with the Company`s principal financial officer
concluded that the Company`s disclosure controls and
procedures...are
effective in timely alerting them to material information relating
to
the Company required to be included in this Form 20-F." Please
understand that the term disclosure controls and procedures, as
defined in Exchange Act Rule 13a-15(e), is somewhat more
comprehensive, entailing the following:
"controls and other procedures of an issuer that are designed to
ensure that information required to be disclosed by the issuer in
the
reports that it files or submits under the Act is recorded,
processed, summarized and reported, within the time periods
specified
in the Commission`s rules and forms."
Please revise your disclosure to clarify whether your conclusion
about the effectiveness of your disclosure controls and procedures
considered all aspects of the definition above.
Audit-Related Fees, page 28
3. You state that there were no fees billed for assurance and
related
services that are reasonably related to the performance of the
audit
or review of your financial statements for the years ended
December
31, 2004 and 2003. Please expand your disclosure to clarify what
types of services you are referring to when you state "assurance
and
related services." Sometimes the term assurance is synonymous
with
an audit of financial statements performed by an independent
accountant. The manner by which you are compensating your
auditors
should be clear.
Report of Independent Registered Chartered Accounting Firm, page
F-1
4. We note that the audit report of Staley, Okada & Partners
covers
the year ended December 31, 2004, and includes language indicating
that prior years were audited by other auditors. The guidance in
Item 8.A.3 of the Form 20-F instructions require audit reports
covering all three years for which financial statements are
presented. In order to comply, you will need to either obtain
permission from your prior auditors to include their audit report
in
your amended filing, or obtain a new audit for the earlier
periods.
If the previous audit reports were not included due to the prior
auditors not being registered with the Public Company Accounting
Oversight Board, you should include a copy of the prior audit
report
with explanatory language in the heading to state from
management`s
perspective that:
* the audit report is a copy of the original report,
* the audit report has not been reissued by the auditing firm, and
* if applicable, that you have been advised that the auditing firm
has not registered with the PCAOB as it has ceased to provide
auditing services to public companies for purposes of meeting
their
reporting obligations in the United States.
Please contact us by telephone prior to filing your amendment if
you
require further guidance or clarification.
Supplemental Disclosure of Non-Cash Financing and Investing
Activities, page F-6
5. Please revise your disclosure to clarify the reasons stock
option
compensation is included within your table of Non-Cash Financing
and
Investing Activities.
Closing Comments
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter that keys your responses to our comments and provides any
requested information. Detailed letters greatly facilitate our
review. Please understand that we may have additional comments
after
reviewing your 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
Exchange Act of 1934 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.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.
You may contact Mark A. Wojciechowski at (202) 551-3759 if
you
have questions regarding comments on the financial statements and
related matters. Please contact me at (202) 551-3686 with any
other
questions.
Sincerely,
Karl Hiller
Branch Chief
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Mr. Matt Wayrynen
Berkley Resources, Inc.
December 15, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010