Mail Stop 3561
September 1, 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 August 17, 2005
File No. 333-121360
Dear Mr. Sharan:
We have reviewed your amended 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.
Cover Page
1. Please limit your cover page to one page in length, as required
by
Item 501(a) of Regulation S-B. For example, you should delete
repetitive information, such as the paragraph regarding the lack
of
public trading market for the stock, which currently appears twice
on
your cover page.
2. Please disclose the dollar amount of proceeds to the company
from
the sale of the maximum amount of shares (4 million) that may be
sold
by the company, instead of a percentage.
3. Please disclose the date on which the public offering will end,
pursuant to Item 501(a)(9)(iii) of Regulation S-B. Currently the
cover page appears to only reflect the duration of the offering by
the selling shareholders.
Dealer Prospectus Delivery Obligation, page 5
4. Please clarify why you have added the heading "Outside Back
Cover"
to the dealer prospectus delivery requirement on the table of
contents page. If you do not intend to have a traditional "back
cover page" of the prospectus, please note that the Item 502
dealer
prospectus delivery requirement may be placed on the page
immediately
following the cover page, which is where you have currently placed
it. Revise to remove the "Outside Back Cover" heading, as
appropriate.
Summary Information about the Offering, page 7
5. Please revise the heading at the top left of this summary
section
to reflect that the top right section of the summary information
reflects the shares being offered by both the selling shareholders
and the company.
Summary of Financial Information, page 7
6. We note that the July 31, 2005 "Total Assets" balance of $7,337
and "Stockholder`s Equity" balance of $8,477 that has been
disclosed
in your summary of financial information do not agree to the
amounts
in your financial statements of $8,477 and $4,477, respectively.
Please correct these errors in your amended document.
Results of Operations, page 29
7. We reissue comment 10. Please revise your disclosures to
discuss
the nature and amounts of the start-up costs the Company has
incurred
since it commenced operations.
Financial Statements
General
8. In the amendment to your registration statement on Form SB-2,
you
have provided unaudited financial statements for the period ended
July 31, 2005, in accordance with the update requirements of Rule
310(g) of Regulation S-B, but you have not provided the audited
financial statements that were originally filed with your
registration statement. Please revise your document to include
audited financial statements as of the end of your most recent
fiscal
year, as required by Item 310(a) of Regulation S-B.
9. In addition, we note per your response to our prior comment
number
12 that the auditor`s report on your financial statements has been
revised to indicate the name of the auditor with proper signature.
However, the revised auditor`s report has not been included in
your
document. Please include the required auditor`s report in the
next
amendment to your registration statement on Form SB-2.
Statement of Operations, page F4
Statement of Cash Flows, page F6
10. Please revise your statement of operations and statement of
cash
flows to indicate that the financial information presented for
2004
is reflective of the period from June 7, 2004 (inception) to July
31,
2004, as opposed to the three month and nine month periods ended
July
31, 2004.
Statement of Operations
11. Please disclose your basic and diluted loss per share, and the
weighted average shares used in your computations, for each period
presented, including the 2004 comparative periods.
Statement of Cash Flows, page F6
12. We note per your statement of stockholders` equity that your
company issued 7,000,000 shares of common stock to the company`s
president for $7,000 on July 10, 2004. However, your statement of
cash flows for the period ended July 31, 2004 does not reflect any
cash flows from financing activities. Please tell us why the
shares
issued to your president for cash consideration are not reflected
in
your cash flow statement or revise your financial statements, as
necessary.
Note 5. Related Party Transactions, page F10
13. We have reviewed your response to our prior comment number 16.
Although we note that the stock ownership of Mr. Sharan, your
company`s sole officer, is detailed on page 13 of the prospectus,
we
also believe that disclosures which discuss your sole officer`s
ability to control the direction of the company both before and
after
this planned offering should be provided in the related party
footnote to your financial statements. As such, please expand
your
disclosures in Footnote 5 to your financial statements to state
the
stock ownership of Mr. Sharan both before your company`s public
offering and after the offering, based upon the assumed sale of
100%
of the registered shares. In addition, please disclose that such
ownership provides Mr. Sharan with effective control over the
company.
Exhibit 23.1 Consent of Registered Public Accounting Firm
14. Please include a currently dated consent that refers to the
appropriate audit report on the audited financial statements
included
in the next amendment to your Form SB-2 registration statement.
15. In addition, please ensure your disclosures in the "Experts"
section of your document refer to the appropriate audited
financial
statements included in your next amendment to the Form SB-2
registration statement.
Updated Financial Statements
16. Please consider the financial statement update requirements of
Rule 3-10 (g) of Regulation S-B upon filing your next amendment to
your registration statement on Form SB-2.
Signatures
17. Please revise to indicate that Mr. Sharan is signing the
registration statement as the principal financial officer of the
company as well as the controller or principal accounting officer,
the principal executive officer, and sole director.
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.
Please contact Messeret Nega at (202) 551-3316 or me at (202) 551-
3814 with any other questions.
Sincerely,
Sara Dunton
Senior Attorney
cc: Via Facsimile (801)364-6500
James N. Barber, Esq.
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