January 20, 2006
MAIL STOP 3561
via U.S. mail and facsimile
Richard Novis, President
Northern Explorations, Ltd.
470 Granville Street, Suite 1120
Vancouver, B.C. V6C 1V5
Re: Northern Explorations, Ltd.
Form SB-2, Amendment 4 filed December 8, 2006
File No. 333-125068
Dear Mr. Novis:
We have the following comments on your filing. 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.
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.
Description of Business, page 11
In General, page 11
1. As we previously requested, please state that you will not
enter
into a merger or acquisition in the next 12 months, rather than
that
you do not have "any intention of entering into a merger or
acquisition within the next twelve months." In addition, please
revise the section so that the statement is no longer in a context
which obfuscates whether you are referring to the acquisition of
mineral properties for purposes of exploration as part of your
present business or whether you are referring to the acquisition
of,
or merger with, another business, or another entity.
2. Revise to state the status of Phase I, Phase II and Phase III
of
your exploration in the General section.
3. We note your response to comment 8. We note your disclosure
that
"we have not yet commenced the initial phase of exploration on the
Cade claim." We also note your statements that you have completed
Phase I and Phase II is in progress. Revise to reconcile your
statements and update your disclosure to address the status of
your
mineral exploration activities.
Description, Location and Access, page 13
4. Please revise the first paragraph of this section to describe
in
detail when it will be necessary for you to use a helicopter to
access the Cade claim and when you can access it by a four-wheel
drive all terrain vehicle. Please discuss the factors which
preclude
or limit your use of each.
5. Supplementally respond to each of our six requests in comment
number nine of our prior letter. Revise the disclosure as
appropriate. We may have further comment.
Geological Report, page 14
6. Revise to describe the results of Phase I of your exploration
program.
7. Revise to clarify what cost you have already incurred costs in
Phase II of your exploration program.
8. Revise to break out the costs in Phase III of your exploration
program.
Plan of Operations, page 17
Budget - Phase III, page 18
9. Your disclosure must describe all anticipated activities in the
12
months following effectiveness of the registration statement.
Please
describe phase three of your program in all material respects,
even
though you do not yet know whether or not the third phase will
occur.
Specify the material activities involved and disclose the time
frame
and cost. Include the cost of upgrades for the road presently
used
to get to the claim and, also, the cost of a new mine road, as
applicable. Disclose the differences which you anticipate between
the existing road which you have referenced and the as yet non-
existent road which you might build. Explain how you arrived at
the
cost of the road you might construct. Discuss availability of
funds
and any financing plans.
10. Please specify the time during the next 12 months at which you
will make the determination whether to continue exploration or
not.
Please specify your plans if you determine that the results of the
initial exploration are not sufficiently positive to enable you to
proceed.
Executive Compensation, page 20
11. Revise to update your executive compensation disclosure
through
December 31, 2005.
Financial Statements for the period from November 17, 2005
(inception) through March 31, 2005
Report of Independent Registered Public Accounting Firm, F-10
12. We note that your audit report includes both the prior date
(May
5, 2005) as well as a revised date (July 11, 2005). It is not
clear
whether the accountants intend to dual date or update the report
as
of September 22, 2005. If the audit report date needs to be
updated,
reference to prior audit report date (May 5, 2005) should be
removed.
If the accountants intend to dual date the report, the extent of
responsibility subsequent to the previous audit report date (July
11,
2005) should be disclosed which should include the reference to
the
applicable footnote to the audited financial statements. Refer to
section 530.05 of the Codification of Statements on Auditing
Standards. Please advise your accountant to revise their report
accordingly.
Note 8 - Revised Financial Statements, F-20
13. It is not clear to us how this note is appropriate. Please
explain how your disclosure is meaningful to an investor, or
revise
to remove.
Other
14. Please provide a currently dated consent with any amendment to
the registration statement.
Closing Comments
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 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 Blaise Rhodes at (202) 551-3774 if you have
questions
regarding comments on the financial statements and related
matters.
Please contact Susann Reilly at (202) 551-3236 with other
questions.
Sincerely,
John Reynolds
Assistant Director
Office of Emerging Growth Companies
cc: Joseph Emas, Esq.
By facsimile to (305) 551-1274
Richard Novis
By facsimile to (604) 713-8018
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Richard Novis, President
Northern Exploration Ltd.
January 20, 2006
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