Mail Stop 0305
May 26, 2005
Puneet Sharan
President and Chief Executive Officer
Boulder Creek Explorations, Inc.
1450 Sasamat Street
Vancouver, BC Canada V6R4G4
Re: Boulder Creek Explorations, Inc.
Form SB-2/A filed April 20, 2005
File No. 333-121360
Dear Mr. Sharan:
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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
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 and 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. In order to contribute to the ease of our review, in addition
to
amending your document, please incorporate any additional
information
or explanations that we have requested for our understanding,
directly into your response letter.
2. We note your response to comment four and reissue the comment.
If
Mr. Sharan will be involved in the distribution of the shares to
be
sold under this registration statement, and the current offering
is
scheduled to take place before October 2005, it appears that he
would
fall outside the scope of Rule 3a4-1.
Dealer Prospectus Delivery Obligation, page 5
3. Please reposition this legend to the outside back cover.
If we do not obtain additional funding, page 8
4. Please revise to estimate how much funding would be necessary
to
place the properties in commercial operation in the event minerals
are found so that investors can gauge how much additional funds
you
might require.
If we do not conduct mineral explorations on our mineral claims,
page
9
5. Update the last sentence since it is now after April 8, 2005.
Management`s Discussion and Analysis, page 26
6. We note your response to comment 36 and partially reissue the
comment. Please revise to describe your plan of operation for the
next twelve months.
Off-Balance Sheet Arrangements, page 28
7. Please revise the disclosure provided in this section of your
document to discuss the nature of the "Claim" to which the option
agreement in place with the Company`s sole officer and director
relates.
8. As your option agreement requires that your company incur
minimum
exploration expenditures of $15,000 by September 2005, yet your
company has not begun any exploration and is dependent upon this
proposed offering to obtain the funding for the required amount of
exploration, please expand your disclosures to discuss any
alternative plans your company has for maintaining the
availability
of this option agreement. If your company intends to or is able
to
renegotiate the expenditure requirements or the timing of such
requirements, since your option agreement is held with a related
party, please specifically disclose this fact.
Results of Operations, page 29
9. Please remove the brackets in this paragraph.
10. Please revise your disclosures to discuss the nature and
amounts
of the start-up costs the Company has incurred since it commenced
operations.
Certain Related Transactions, page 33
11. We reissue comment 38. Please provide the information
required
by Item 404(d)(2) of Regulation S-B in this section.
Financial Statements
Auditor`s Report, page F-3
12. The auditor`s report included in your Form SB-2/A does not
contain the name of your independent public accountant and does
not
appear to be signed, as denoted by an appropriate "signature
symbol".
Please amend your document to comply with Rule 302(a) of
Regulation
S-T and Note 2 to Item 310 of Regulation S-B.
13. In addition, we note that the audit report filed in your Form
SB-
2/A only covers the balance sheet at February 28, 2005 and the
statement of operations, changes in stockholders` equity, and cash
flows for the four months then ended. Please revise your document
to
include a report of the independent auditor which covers the
Company`s results of operations, cash flows and changes in
stockholders` equity for each of the two fiscal years preceding
the
date of the audited balance sheet (or such shorter period that
your
company has been in business). Refer to the requirements of Item
310(a) of Regulation S-B.
Statement of Operations and Deficit, page F-4
Statement of Stockholder`s Equity, page F-6
14. Please revise your Statement of Operations and Deficit and
Statement of Stockholder`s Equity to state "Four months ended
February 28, 2005," which is reflective of the period from October
31, 2004 to February 28, 2005.
Note 3. Nature Resource Properties and Related Exploration, page
F-
10
15. Please revise the disclosure in Note 3 and in MD&A to disclose
the amounts you are required to pay to fulfill conditions required
under the Mineral Laws of Canada and explain where any payments
made
are reflected in your statement of operations.
Note 5. Related Party Transactions, page F-10
16. We have reviewed the related party footnote in your Form SB-
2/A
and we do not believe that you have complied with our previously
issued comment number 44. Please expand the disclosures in this
footnote to your financial statements to discuss the control
relationship your company`s president holds both before and after
the
planned offering, as a result of ownership of a majority of your
company`s outstanding common shares. Please refer to the
requirements of paragraph 2 of SFAS No. 57.
Exhibit 23.1 Consent of Independent Auditor
17. We note that the consent included in your Form SB-2/A
indicates
that your audit report dated April 14, 2005 covers the period June
7,
2004 to February 28, 2005, when your audit report dated April 14,
2005 only covers the four month period ended February 28, 2005.
In
your amendment, please provide a currently dated consent from the
independent public accountant, which consents to the use of the
independent auditor`s report for each audited period included
within
your Form SB-2/A.
Updated Financial Statements
18. The financial statements should be updated, as necessary, to
comply with Rule 3-10 (g) of Regulation S-B at the effective date
of
the registration statement.
Signatures
19. We reissue comment 47. The registration statement must be
signed
by the controller or principal accounting officer as well as the
principal executive officer, the principal financial officer, and
by
at least a majority of the board of directors of the registrant.
Please revise to indicate that Mr. Sharan is signing the
registration
statement in the capacity of controller or principal accounting
officer.
Exhibit 5.1
20. Please revise the legal opinion to account for the shares to
be
sold by selling shareholders as already duly authorized, fully
paid
and non-assessable.
Engineering Comments
General
21. In that you are an exploration stage company as defined by
Industry Guide 7, replace the term "mining" with the term
"exploration", "mineral" or another appropriate term throughout
the
document.
Risk Factor, page 9
22. You state that you are a "development stage company" which is
a
phrase commonly used in financial statements in other industries.
Under Industry Guide 7, mineral exploration companies may not call
themselves "development stage companies." See
http://www.sec.gov/divisions/corpfin/guidance/cfactfaq.htm under
section F (10) titled "Issues in the Extractive Industry." Remove
the usage of "development stage company" in the first paragraph on
page 9, and any where else in the document.
Current Project, page 23
23. Unless you can provide evidence that sphalerite, chalcopyrite,
magnetite and pyrite/pyrrotites are found on your property, revise
your sentence to indicate that you have no direct evidence of the
existence of these minerals on your property, or remove the
sentence.
Other
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.
*****
Closing
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 direct your attention to Rule 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 Jeffrey Sears at (202) 551-3302 or Linda
Cvrkel, Branch Chief, at (202) 551-3813, if you have questions
regarding comments on the financial statements and related
matters.
If you have questions regarding the engineering comments, please
contact R. L. Baer, Mining Engineer at (202) 551-3705. Please
contact Messeret Nega at (202) 551-3316 or me at (202) 551-3755
with
any other questions.
Sincerely,
Max A. Webb
Assistant Director
cc: Via Facsimile (801)364-6500
James N. Barber, Esq.
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Puneet Sharat
Boulder Creek Explorations, Inc.
May 26, 2005
Page 6