MAIL STOP 3720
February 17, 2006
Mr. Geoffrey Hamilton
Cliff Rock Resources Corp.
206 - 509 Howe Street
Vancouver, British Columbia
Canada V6C 2T5
Re: Cliff Rock Resources Corp.
Registration Statement on Form SB-2
Filed January 18, 2006
File No. 333-131081
Dear Mr. Hamilton:
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.
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.
Cover Page
1. If applicable, please provide the dealer prospectus delivery
obligation on the outside back cover page. See Item 502(b) of
Regulation S-B.
Table of Contents
2. You have included Items 24-28 in the Table of Contents. Unless
you intend to deliver the information called for in Part II of the
registration statement along with the prospectus, please remove
these
items from the table. The Table of Contents should be limited to
the
items required in Part I.
Item 3: Summary Information and Risk Factors, page 5
3. The summary section is intended to provide a brief overview of
only the most material aspects of the offering. The summary
section
should not contain or repeat all of the detailed information in
the
prospectus but rather should provide a brief snapshot of the
offering
and your business. We believe you should shorten and focus your
summary to highlight only the most relevant information.
4. In general, your prospectus contains far too much detailed
technical information, which tends to obscure what is important to
the average investor. Please revise your disclosure so that it is
easier to understand. For example:
* Remove all duplicative disclosure.
* Large technical sections should be summarized and totally
rewritten
for the general investor.
* Present information in clear, concise sections, paragraphs and
sentences easily understandable to the average reader.
* Whenever possible, use short explanatory sentences and bullet
lists.
* Avoid highly technical terminology and acronyms.
* Use descriptive headings and subheadings.
5. Please highlight that you are an exploration stage company and
disclose what that means in this section, the Business section and
the Plan of Operations section. In addition, make it clear to
investors that even if you complete your current exploration
program
and it is successful in identifying a mineral deposit, you will
have
to spend substantial funds on further drilling and engineering
studies before you will know if your have a commercially viable
mineral deposit, a reserve. Refer to Guide 7 to the Securities
Act
Industry Guides.
6. Please identify the types of mineral deposits you are seeking
in
your exploration program.
The Offering, page 7
7. Please disclose the percentage of outstanding shares that the
shares being offered by selling shareholders represent.
Risk Factors, page 7
8. Clarify in both the subheading and narrative of risk factor two
that your auditors have expressed substantial doubt about your
ability to continue as a going concern.
9. Please highlight the subheading to risk factor four.
10. We note that your officers and directors own over 49% of the
company`s outstanding common stock. Please discuss the risks
posed
by virtue of their significant share ownership, including their
ability to influence the election of directors and control other
significant corporate events.
Item 7: Selling Shareholders, page 10
11. Please indicate if any of your selling stockholders are
broker-
dealers or affiliates of broker-dealers. If affiliates of broker-
dealers, please include a representation, if true, that each (1)
purchased your securities in the ordinary course of business and
(2)
at the time of the purchase of the securities to be resold, the
seller had no agreements or understandings, directly or
indirectly,
with any person to distribute the securities. If you cannot
provide
this representation, please tell us in your response letter.
Item 10. Directors, Executive Officers, Promoters and Control
Persons, page 15
12. Please disclose whether there are any family relationships
between Geoffrey Hamilton, Andrew Hamilton or Ian Hamilton. See
Item
401(c) of Regulation S-B.
Item 11. Security Ownership of Certain Beneficial Owners and
Management, page 17
13. Messrs. Seifert, McCutcheon and Lightfoot appear to
beneficially
own almost 15% of the company`s outstanding common stock. We also
note that Messrs. Seifert, McCutcheon and Lightfoot are all
partners
of Maitland & Company. Please prove your analysis of whether they
constitute a "group" for purposes of determining beneficial
ownership
under Item 403 of Regulation S-K. See Instruction 7 to Item 403
of
Regulation S-K.
Item 13: Interests of Named Experts and Counsel, page 19
14. In light of Messrs. Seifert, McCutcheon and Lightfoot`s
substantial share ownership, we do not understand the disclosure
in
the first paragraph. Please either revise the language or explain
to
us in your response letter why a revision is not necessary.
Item 16: Description of Business, page 20
15. As a general comment, Industry Guide 7 calls for brief
descriptions of your property holdings including discussions of
history, geology and mineralization of your properties, and what
are
the present conditions of your properties. Make important factors
clearly standout. Boil this entire section down to its essential
elements.
16. Please insert a small-scale map showing the location and
access
to your property. 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.
In General, page 20
17. You reference prior exploratory work in the area of the IQUE
Claim. Please disclose the date(s) this work was performed and
who
performed the work.
Acquisition, Description and Location of the IQUE Claim, page 23
18. Please describe the material terms of the Property Acquisition
Agreement, including the fact that ownership of the claim reverts
back to Stephenson if you fail to make the advance royalty
payments
on the third anniversary of the agreement. You should also
highlight
and discuss this fact in the summary, in a risk factor and in your
plan of operations.
Geological Exploration Program in General, page 24
19. As appropriate, please update the disclosure regarding the
commencement and completion of your various milestones and phases.
Revise throughout.
Item 17: Plan of Operations, page 34
20. We note that you have $32,246 in cash as of December 31, 2005.
Clarify that this cash was generated through the sale of your
securities.
21. We also note your statement that you have sufficient funds to
complete the initial two-phase exploration program and to meet
your
obligations for the short term, which you indicate will be
slightly
over $31,000. Given that your budgeted expenses for the next 12
months will likely exhaust your available cash, please explain how
you intend to pay the costs of this offering, which you estimate
to
be $21,100.
22. It appears that the costs of this offering have been factored
into your operating expenses for the next 12 months. Please
explain
to us why you believe the $21,100 associated with this offering
are
operating expenses that should be allocated over the next 12
months.
You also indicate that that the $21,100 will be used to cover the
expenses associated with becoming a reporting company under the
Exchange Act, which implies future periodic reports. It appears
that
the $21,100 relates solely to this offering, and not to Exchange
Act
reports. Please clarify exactly what your operating expenses for
the
next 12 months will be and how you intend to finance the same.
Item 21: Executive Compensation, page 38
23. Please reconcile the date in the first paragraph (September
30,
2005) with the date in the table (June 30/05).
Item 22: Financial Statements
24. Please update your financial statements and other financial
information in the document in accordance with Item 310 (g) of
Regulation S-B.
Available Information
25. Please revise to refer to the SEC`s new address at 100 F
Street,
NE, Washington, DC 20549.
Part II
Undertakings
26. In your amended filing, please revise to include the new
undertakings that became effective on December 1, 2005. See
Questions 3 through 6 in Securities Offering Reform Transition
Questions and Answers, which is available on our web site at
http://www.sec.gov/divisions/corpfin/transitionfaq.htm. In this
regard, see new Item 512(g) of Regulation S-B, which was adopted
in
Securities Offering Reform, Release No. 33-8591 (July 19, 2005),
which is available on our web site at
http://www.sec.gov/rules/final/33-8591fr.pdf.
Signatures
27. The registration statement has not been signed by all
appropriate
persons. Please refer to the instructions for signatures located
in
Form SB-2.
Closing Statements
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 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 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.
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 Alonso Rodriguez at (202) 551-3370 if you
have
questions regarding comments on the financial statements and
related
matters. Please contact William Bennett at (202) 551-3389 or
Kathleen Krebs, Special Counsel, at (202) 551-3810 with any other
questions.
Sincerely,
Larry Spirgel
Assistant Director
cc: Michael Seifert
Fax: (604) 681-3896
Mr. Geoffrey Hamilton
Cliff Rock Resources Corp.
February 9, 2005
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