January 11, 2006
Mr. Mark E. Jones, III
Chief Executive Officer
Brazauro Resources Corporation
1500 - 701 West Georgia Street
Vancouver, BC, Canada V7Y 1C6
Re: Brazauro Resources Corporation
Form 10-K for Fiscal Year Ended January 31, 20045
Filed May 2, 2005
File No. 0-21968
Dear Mr. Jones:
We have reviewed your filing 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 10-K for the Fiscal Year Ended January 31, 2005
Financial Condition and Capital Resources, page 14
1. Please include a table of contractual obligations as required
by
Item 303 of Regulation S-K or tell us why this item would not
apply.
In this regard it is unclear whether you have operating leases and
how you have considered your payment obligations under your option
agreements associated with maintaining your rights to mining
properties.
Item 9A Controls and Procedures, page 16
2. We note that the language in your controls and procedures
disclosure does not appear in accordance with SEC Release No. 33-
8238. For example, your evaluation of disclosure controls should
occur as of the end of the period instead of within 90 days prior
to
the filing date. Please revise your disclosure to comply with this
release.
3. You state that there were no "significant changes" in your
"internal controls" and no factors that could "significantly
affect"
these controls after December 31, 2004. However, Item 308(c) of
Regulation S-K requires that you disclose any change in your
"internal control over financial reporting" identified in
connection
with the evaluation required by paragraph (d) of Exchange Act
Rules
13a-15 or 15d-15 that occurred during the fiscal period that has
"materially affected, or is reasonably likely to materially
affect,
the registrant`s internal control over financial reporting."
Please
revise your disclosure accordingly.
Consolidated Balance Sheet, page 24
4. Please present separately your related party receivables on the
face of your balance sheet. Refer to Rule 4-08(k) of Regulation S-
X.
Consolidated Statement of cash flows, page 27
5. We note you have included proceeds from the sale of plant and
equipment as a financing activity. Please cite the authoritative
literature you relied on supporting this presentation under both
U.S.
and Canadian GAAP.
Note 16, Differences Between Canadian and United States Generally
Accepted Accounting Principles.
6. Please include a summary of recent accounting pronouncements
that
may have a material effect on your financial statements, if any.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. 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
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 Jonathan Duersch at (202) 551-3719, or
Kevin Stertzel at (202) 551-3723, if you have questions regarding
comments on the financial statements and related matters. Please
contact me at (202) 551-3683 with any other questions.
Sincerely,
Jill S. Davis
Branch Chief
??
??
??
??
Mr. Mark E. Jones, III
Brazauro Resources Corporation
January 11, 2006
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010