January 12, 2006
Mr. Phil Mudge
Chief Financial Officer
Big Cat Mining Corporation
Suite 810, 1708 Dolphin Avenue
Kelowna, B.C. V1Y 9S4 Canada
Re: Big Cat Mining Corporation
Form 10-KSB for Fiscal Year Ended April 30, 2005
Filed July 29, 2005
Form 10-Q for Fiscal Quarter Ended October 31, 2005
Filed December 13, 2005
File No. 0-49870
Dear Mr. Mudge:
We have reviewed your filings 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-KSB for the Fiscal Year Ended April 30, 2005
Description of Business
Corporate History, page 4
1. We note your disclosure that indicates in 2001 you entered into
an
option agreement to acquire a 50% interest in certain mineral
properties. Based on your required expenditure disclosures, it
appears the timetable for your agreement may have been modified.
Please modify your disclosure to indicate, if true, that your
original option agreement has been amended. Include a discussion
of
the terms and the reasons for the amendment.
Plan of Operation, page 14
2. Our review of your recent filings indicates your plan of
operation
disclosures have not changed for some time. It may be helpful to
include a qualitative annual overview of what has changed,
including
a status update on the phases you describe or otherwise include a
discussion of why the plan has not progressed.
Financial Statements
Note 2 - Related Party Transactions, page F-10
3. Please modify your disclosures to indicate to whether or not a
scheduled maturity exists for the related party debt arrangement
you
disclose.
4. We note your disclosure that indicates 500,000 founders shares
were issued in 1997 but were later cancelled. We further note
your
beneficial ownership disclosures on page 28 that indicates your
CFO
holds approximately 513,000 shares. Please clarify to us if the
beneficial shares reflected in your disclosure include the
founder`s
shares or are derived from some other share issuance. Please
identify the specific issuance and whether these shares were
granted
or if consideration was received.
Form 10-QSB for the Fiscal Quarter Ended October 31, 2005
5. You state that there were no "significant changes" in your
"internal controls" and no factors that could "significantly
affect"
these controls after the date of evaluation. However, Item 307(b)
of
Regulation S-B 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
Engineering Comments
General
6. As you have a significant amount of detailed information
disclosed
in your filing, please provide a summary of all material
information
about your mineral property early in the filing.
7. Insert a small-scale map showing the location and access to
your
property, as required by Instruction 3(B) of Rule 102 of
Regulation
S-K. Note that SEC`s EDGAR program now accepts digital maps; so
please include these in any future amendments that are filed on
EDGAR. It is relatively easy to include automatic links at the
appropriate locations within the document to GIF or JPEG files,
which
will allow the figures and/or diagrams to appear in the right
location when the document is viewed on the Internet. For more
information, please consult the EDGAR manual, and if you need
addition assistance, please call Filer Support at 202-942-8900.
Otherwise provide the map to the engineering staff for our review.
8. Please indicate that you are an exploration stage company and
that
there is no assurance that a commercially viable mineral deposit
exists on any of your properties, and that further exploration
will
be required before a final evaluation as to the economic and legal
feasibility is determined. Provide a clear statement that the
property is without known "reserves." See Industry Guide 7(a)(4).
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 Kevin Stertzel at (202) 551-3723 if you have
questions regarding comments on the financial statements and
related
matters. You may contact Roger Baer, Mining Engineer, at (202)
551-
3705 with questions about engineering comments. Please contact me
at
(202) 551-3683 with any other questions.
Sincerely,
Jill S. Davis
Branch Chief
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Mr. Phil Mudge
Big Cat Mining Corporation
January 12, 2006
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010