December 28, 2005
Mail Stop 4561
Via U.S. Mail and Facsimile
Russell Field
President, Director, Chief Executive Officer
Globepan Resources, Inc.
6518 121st Street, Suite 5
Surrey, British Columbia
Canada V3W 1C4
Re: Globepan Resources, Inc.
Registration Statement on Form SB-2
Amendment No. 2 Filed December 8, 2005
Registration No. 333-128226
Dear Mr. Field:
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
additional
information so we may better understand your disclosure. After
reviewing this information, we may or may not 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 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. We note your disclosure that this is the initial public
offering
of Globepan by the selling shareholders who will sell your shares
at
$.30 per share until your shares are quoted on the OTCBB at which
time they will sell at prevailing market prices. Since you are not
S-
3 eligible, if this offering constitutes a primary offering rather
than an offering by or on behalf of persons other than the
registrant, sales will have to be made at a fixed price for the
duration of the offering. As we stated in our prior comment 1
your
offering appears to constitute an offering by or on behalf of the
registrant under Rule 415(a)(4) since the registration statement
covers the resale of all outstanding securities other than that
held
by Mr. Field, your sole officer, director, employee and 45%
shareholder. We note your response to prior comment 1 that no
securities are being sold by or on behalf of the registrant and
therefore you meet the requirements of an offering by or on behalf
of
persons other than the registrant. However, it unclear how you
concluded that the resale of all of Globepan`s shares, except Mr.
Field`s shares, which were purchased at significantly discounted
prices shortly before the filing of your registration statement
does
not constitute a primary offering of equity securities on behalf
of
the registrant. Please significantly expand your response to
provide
analytical support for your conclusion since the issue of whether
an
offering styled a secondary one is really one on behalf of the
issuer
is a difficult factual one and not merely a question of who
receives
the proceeds. Consideration should be given to how long the
selling
shareholders have held the shares, the circumstances under which
they
received them, their relationship to the issuer, the amount of
shares
involved, and whether under all the circumstances it appears that
the
sellers are acting as conduits for the issuer. See the July 1997
Manual of Publicly Available Telephone Interpretations, D. 29, for
guidance.
Risk Factors
If a market for our shares does not develop...page
2. We note the added disclosure on the cover page and on page 11
in
response to previous comment 10. However, please make similar
revisions to the disclosure on page 10 where you state that you
will
apply for "listing" on the over the counter bulletin board. You
should revise to clarify that the shares with be "quoted" on the
bulletin board subject to approval of the application submitted by
the market maker.
Property Agreement, page 21
3. We note your response to previous comment 17. Please add a
risk
factor clarifying that the mineral claims to the NALK property
that
you hold are held in trust by the seller and discuss the related
risk
should the seller become bankrupt or transfer the claims to a
third
party. Please also tell us what consideration you have given to
including a risk factor discussing the risks to your continued
ownership of the claims if the government changes the exploration
work requirements.
Financial Statements
Note 3 - Mineral Property, page 37
4. We have reviewed your response to comment 26. Please clarify
here
and in the "Property Agreement" section on page 21whether or not
there are any other costs associated with extending the claims
(e.g.
filing fees, etc) or whether there are any restrictions on the
number
of times that the claim may be extended.
5. In addition please clarify here and throughout your document
whether the BSM-2 claim is part of the NAK claims.
* * *
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 additional 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 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.
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 William Demarest at 202-551-3432 or Daniel
Gordon, Accounting Branch Chief, at 202-551-3486 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Charito A. Mittelman at 202-551-3402 or
me
at 202-551-3495 with any other questions.
Sincerely,
Elaine Wolff
Branch Chief
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Russell Field
Globepan Resources, Inc.
December 28, 2005
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