Room 4561
February 28, 2006
Mr. Steve Bajic
President
Goldrange Resources, Inc.
c/o Inc. Plan of Nevada
613 Saddle River Court
Henderson, Nevada 89015
Re: Goldrange Resources, Inc.
Amendment No. 1 to Registration Statement on Form SB-2 filed
February 10, 2006
File No. 333-128165
Dear Mr. Bajic:
We have reviewed your amended filing and response letter and
have the following comments.
Prospectus Cover Page
1. Please limit the cover page to the information that is required
by
Item 501 of Regulation S-B and other information that is key to an
investment decision. Your cover page contains excessively detailed
information that is disclosed elsewhere in your prospectus or that
can be expressed in simpler terms. For additional guidance,
please
refer to Rule 421(d) of Regulation C.
2. Please clarify your statement that "[t]he shares offered under
this prospectus were or will be acquired by the selling
stockholders
from Goldrange Resources in private placement transactions." The
shares you are registering for resale are shares issued or
issuable
upon exercise of warrants issued in your private placement on
March
31, 2005. Accordingly, it does not appear to be the case that you
are registering shares to be issued with respect to any subsequent
private placements. Please revise here and elsewhere as
appropriate.
Prospectus Summary
3. We note your revised disclosure in response to comment 2 of our
letter dated October 5, 2005. Your statement that you are
"engaged
in the business of exploration and exploitation of mineral
properties" remains and suggests that your business is not just
limited to the exploration and exploitation of minerals in the
Gold
Creek property. Please revise as appropriate.
4. In your discussion here and elsewhere about the anticipated
proceeds from the exercise of your outstanding warrants, please
disclose the exercise price per share of such warrants.
Security Ownership of Certain Beneficial Owners and Management,
page
26
5. Your first paragraph in this section suggests that the
following
table provides beneficial ownership information with respect to
selling stockholders that does not appear to be the case. Please
revise as appropriate.
Directors, Executive Officers, Promoters and Control Persons, page
29
6. With respect to Mr. Steve Bajic`s public company experience,
please disclose where such companies are public and traded. We
note
that most of the identified companies are Canadian public
companies
traded on the TSX Venture Exchange. We were also unable to
confirm
the public status of Integrated Brand Solutions and Quizzam Media.
Please provide us support for their status as public companies.
Description of Business, page 30
7. In response to comment 32 of our letter dated September 8,
2005,
you have revised your disclosure to state that you have the right
to
earn mineral rights in the Gold Creek property. In another
instance
you suggest such right is an option. Please clarify whether such
right or option is to 100 percent of any proceeds derived from any
minerals discovered and exploited by you on the Gold Creek
property
subject to royalty payments and earn-back rights.
8. We note that you have filed maps as exhibits to your
registration
statement in response to comment 32 of our letter dated September
8,
2005. We suggest that you include such maps into your prospectus
in
order to clarify your disclosure.
9. In your discussion of Navasota`s earn-back rights, you state
that
Navasota must make a payment of "200% of 40% of the amount of
money
that is spent on the Gold Creek property during the period of the
letter agreement." It appears that 200 percent of 40 percent can
be
expressed simply as 80 percent. If so, please revise for clarity.
Exploration History, page 32
10. Please provide us support for your disclosure regarding the
minerals yielded by the Gold Creek property when under prior
ownership. Please also reconcile your subsequent statement that
"[t]here are no obvious signs of exploration on the property" with
your disclosure that prior owners had extracted minerals from the
Gold Creek property.
Goldrange`s Proposed Program of Exploration, page 45
11. You indicate that you plan to examine core samples for gold.
Please elaborate on whether you expect to also look for other
minerals.
Letter Agreement Concerning Option for Mineral Rights on Gold
Creek
Property, page 45
12. It appears that certain disclosure made in this section
regarding
the terms of the letter agreement are in fact such terms verbatim.
For example, the requirements of the manager on page 35 and your
second paragraph on page 36 seem to come directly from the letter
agreement and are either excessive in detail, unclear and/or
inapplicable. Please review your disclosure to ensure that the
material terms of the letter agreement have been presented in a
clear
and understandable manner.
13. Your discussion regarding the manager on page 46 appears to
presume the establishment of a joint venture with Navasota. We
further note that in the letter agreement, this manager appears to
only be contemplated in the circumstance of a joint venture.
Please
revise your disclosure to clarify the requirements for the
manager.
14. Please clarify whether the oral arrangement with Navasota
regarding the services agreement is the services agreement
contemplated by the letter agreement. If not, please advise us of
your contractual requirements under the letter agreement with
respect
to such services agreement.
15. Please elaborate in your disclosure on the relationship
between
the oral service arrangement with Navasota and your program of
exploration. It appears that the exploration of the Gold Creek
property has in fact been contracted to Navasota. If so, please
clarify Navasota`s role throughout your disclosure. Further,
please
reconcile for us your response to comment 36 of our letter dated
October 5, 2005 in which you state that Navasota is focusing on
other
projects leaving Gold Creek available with this service
arrangement
in which Navasota appears to be intimately involved in the
exploration of the property. Please ensure your disclosure
discusses
any material arrangements, written, oral or otherwise, between
Navasota and you regarding the Gold Creek property.
16. We note your response to comment 41 of our letter dated
October
5, 2005. Please elaborate in your disclosure about the expiry
dates.
Please discuss what appears to be the fact that Navasota does not
own
the mineral rights but also has an option on such rights from
another
party and identify such party. As it appears that Navasota
effectively assigned you their option with the other party,
Navasota`s option agreement with such third party is a material
agreement that is required to be filed with your registration
statement pursuant to Item 601(b)(10)(i)(B) of Regulation S-B.
Please also disclose the material terms of Navasota`s option and,
if
not provided for in the terms of such option, the legal basis and
validity of Navasota`s assignment to you of their option.
Plan of Operation
Program of Exploration, page 38
17. Here or elsewhere as appropriate, please detail any
arrangements
with Navasota regarding your program of exploration.
Becoming and Operating as a Public Company, page 39
18. We note your statement that upon your common stock trading on
the
OTC-BB, you will be a public company. Please note that upon the
effectiveness of your registration statement and notwithstanding
any
other applicable provision, you will be subject to the reporting
requirements of the Exchange Act pursuant to Section 15(d) of such
Act. Accordingly, you will be required to file disclosure
documents
with the Commission regardless of your trading status. Please
revise
as appropriate.
19. We reissue comment 58 of our letter dated October 5, 2005. In
the first paragraph of page 40, you continue to state that the
continuation of your business is dependent upon a successful
program
of acquisition.
Future Operations, page 41
20. You state that you do not anticipate the need to raise
additional
capital to fund operations for the next 12 months. Your
disclosure
elsewhere appears to suggest otherwise. Please reconcile and
revise
accordingly.
Executive Compensation, page 43
21. Please disclose the compensation paid to Mr. Steve Bajic as
salary. Pursuant to Item 402(b) of Regulation S-B, please provide
summary compensation table information as of the end of your
fiscal
year. Please, however, detail the subsequent payments and terms
of
your management agreement with Mr. Bajic.
Statement of Operations for the Six Months ended September 30,
2005,
page F-16
22. We note your response to comment 65 of our letter dated
October
5, 2005. Please revise the description of the line item in the
statement of operations for the six months ended September 30,
2005
to reflect that the amount represents interest income rather than
revenue. Also, please delete the caption "Revenue" under your
summary of financial data on page 9, or revise the dollar amount
to
zero.
Item 27. Exhibits
23. We note counsel`s revised opinion with respect to the shares
being registered for resale which speaks to all such shares as
being
validly issued, fully paid and nonassessable. The shares of
common
stock issuable upon the exercise of outstanding warrants that are
being registered for resale in this registration statement,
however,
are not currently issued nor fully paid. Please have counsel
opine
to the validity of such shares upon their issuance pursuant to the
terms of their respective warrants.
Item 28. Undertakings
24. Rule 415 and the associated undertaking of Item 512(g) of
Regulation S-B were recently amended. Revise to include all
undertakings required by Item 512(g) of Regulation S-B, as
currently
in effect.
* * * *
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.
You may contact Carlton Tartar at (202) 551-3387 or Terence
O`Brien at (202) 551-3355 if you have questions regarding comments
on
the financial statements and related matters. Please contact
Daniel
Lee at (202) 551-3477 or me at (202) 551-3730 with any other
questions.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: Via Facsimile
Bernard Pinsky, Esq.
Clark Wilson LLP
885 West Georgia Street, Suite 800
Vancouver, British Columbia V6C 3H1
Canada
Telephone: (604) 687-5700
Facsimile: (604) 687-6314