UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
July 21, 2006
Mr. Robert M. Shields, Chief Executive Officer
Piedmont Mining Company, Inc.
18124 Wedge Parkway, Suite 214
Reno, Nevada 89511
Re: Piedmont Mining Company, Inc.
Registration Statement on Form SB-2
Filed June 27, 2006
File No. 333-135376
Dear Mr. Shields:
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 information so we
may
better understand your disclosure. After reviewing this
information,
we may 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.
Form SB-2 filed June 27, 2006
General
1. To minimize the likelihood that we will reissue comments,
please
make corresponding changes where applicable throughout your
document.
For example, we might comment on one section or example, but our
silence on similar or related disclosure elsewhere does not
relieve
you of the need to make appropriate revisions elsewhere as
appropriate.
2. Revise to provide updated and current information throughout
the
prospectus. For example, we note that on July 2, 2006, you
entered
into an option agreement with Columbus Gold Corporation to acquire
the
Dutch Flat Property.
3. Please ensure that you provide all omitted exhibits prior to
effectiveness.
Prospectus Summary
Our Business, page 1
4. It appears that the company`s only right to the referenced
properties consists of either leases or options to acquire the
leased
properties. Please remove references throughout the prospectus to
"our properties" and clarify that you are only leasing the
properties
and may opt to acquire the properties pursuant to option
agreements.
Risk Factors, page 5
5. Eliminate language that mitigates the risk you present. State
the
risk directly and plainly. We note these examples "cannot
insure,"
"cannot be assured," "cannot provide...assurance," and "may be
unable."
6. Revise your risk factor subheadings to clearly describe the
risk
associated with the facts described. For example,
"[u]ncontrollable
and unpredictable outside development and hazards," "[t]he market
price of our Common stock is volatile," and "[t]here is not active
trading market for our common stock."
Dilution, page 13
7. We note that you present net tangible book value at March 31,
2006
"giving effect to the private placement (without assuming the
exercise
of the warrants for shares covered by this Prospectus)." Based on
your presentation, please address the following items:
* Disclose the facts and circumstances surrounding the private
placement you reference;
* Reconcile the $840,759 amount used in your dilution calculation
to
the net tangible book value at March 31, 2006 of $2,058;
* Tell us the number of shares used to calculate the per share
amount
of $0.0155 and provide a reconciliation of this number to the
amount
outstanding at March 31, 2006 of 46,184,707;
* Disclose how you arrived at the net tangible book value assuming
the
exercise of all warrants for shares covered by this Prospectus,
totaling $1,945,284;
* Tell us the number of shares used to calculate the per share
amount
of $0.0175.
Refer to Item 506 of Regulation S-B.
Selling Stockholders, page 14
8. Expand the table to include the natural persons with power to
vote
or to dispose of the securities offered for resale by the entities
that are listed as selling stockholders. If more than one holder
is
listed as beneficial owner for the same securities, include
explanatory text or footnotes. See Interpretation 4S of the
Regulation S-K portion of the March 1999 supplement to the CF
telephone interpretation manual.
9. Identify as underwriters all selling stockholders who are
registered broker-dealers, unless any such registered broker-
dealers
received such shares as compensation for investment banking
services.
Identify as underwriters all affiliates of registered broker-
dealers
that are listed as selling stockholders unless you can confirm to
us
that (1) each purchased its securities in the ordinary course of
business and (2) at the time of purchase, had no agreements or
understandings, directly or indirectly, with any party to
distribute
the securities.
Directors, Executive Officers, Promoters and Control Persons, page
17
10. Please disclose the term of office of your directors.
Description of Securities, page 22
11. Disclose whether your common stock entitles the holders to any
dividend or preemptory rights. Also state whether you have a
staggered board.
Reports to Security Holders, page 26
12. Please revise to reflect the new address of the SEC`s public
reference room at 100 F Street, N.E., Washington, D.C. 20549
Management`s Discussion and Analysis of Financial Condition and
Result
of Operations, page 26
Internal and External Sources of Liquidity, page 29
13. You state that you may be able to generate funds for your
operations through the sale of a royalty interest in your
properties.
Please confirm that you are in fact able to sell such interest in
the
properties. In that regard, we note that you lease rather than
own
the referenced properties and have entered into option agreements
to
acquire the properties.
Description of Property, page 30
14. Eliminate the excessive use of technical language. The reader
should not require a technical background to understand your
disclosure. For example, on page 31 you indicate the following:
"Gold is associated with alteration, including silicification,
fine-
grained pyrite, sericite and minor quartz veinlets and is also
associated with antimony, arsenic, mercury and silver."
Executive Compensation, page 38
Stock Options Plans, page 39
15. Your statement that you do not have a stock option plan in
place
for officers, key employees or non-employees appears to be
inconsistent with your disclosure on page F-11, where you state
that
the company currently sponsors an informal stock compensation
plan.
Please reconcile the inconsistency.
Independent Accountant`s Report
16. Please revise to include the signature of your auditor.
Financial Statements for the Quarter Ended March 31, 2006
Consolidated Balance Sheets, page F-3
17. We note from your disclosure in footnote three that the
amounts
capitalized in your Exploration projects line item represent
"significant expenditures for the examination and development of
exploration opportunities." We also note your statement on page
F-7
that "Exploration and evaluation expenditures are capitalized at
cost." Please note that costs should be expensed as incurred
during
the exploration stage prior to determining the existence of a
commercially minable deposit. Please refer to our website for
further
information on mining exploration costs at the following address
and
revise your presentation as appropriate, or otherwise advise:
http://www.sec.gov/divisions/corpfin/guidance/cfactfaq.htm#P267_55
290
Consolidated Statements of Cash Flows, page F-6
18. Please reconcile the amounts shown for the Gain on sale of
mineral
rights and Loss on settlement of note receivable of $(40,000) and
$19,000, for the exploration stage period January 1, 2002 through
March 31, 2006, to the amounts presented on your Consolidated
Statements of Loss on page F-4 of $46,410 and $(93,000).
8. Stock Based Compensation and Other Equity Transactions, page F-
11
19. Please tell us what factors you considered in support of your
risk-free interest rates of 2.54%, 4.43% and 4.51% given your
status
as an exploration stage company.
Other Expenses of Issuance and Distribution, page II-1
20. Please revise to provide the omitted information prior to
effectiveness.
Recent Sales of Unregistered Securities, page II-1
21. We note that you conducted several private placements in 2006
in
reliance of the exemption provided in Rule 506 of the 1933 Act.
Please confirm that no more than 35 purchasers purchased their
securities in each of such transactions, or if any of such
transactions is subject to integration, no more than 35 purchasers
purchased their securities in any of the integrated transactions.
Undertakings, page II-7
22. Please revise to conform to Item 512 of Regulation S-B, as
amended.
Signatures, page II-9
23. Please ensure consistency when identifying the capacities in
which
the signatories are signing. We note, for instance, that you
identify
Mr. Robert M. Shield as a director in one place and as a chairman
in
another place.
Engineering Comments
General
24. Describe only geology, history, or exploration results that
are
directly related to the properties that the company has the right
to
explore or mine. Remove all references to mines, adjacent or
analogous properties, deposits, occurrences, or exploration
activities
by other companies outside of the company`s properties. Remove
information about mines, prospects, or companies operating in or
near
to the property. Focus the disclosure on the company`s property.
Trinity Silver Project, page 33
25. In the second paragraph of this section, you state that a
report
prepared by U.S. Borax indicated that "there was more than 4
million
tons of shallow sulfide mineralization grading approximately 2
ounces
of silver per ton." Please indicate if this estimate is a proven
or
probable reserve. Also provide a higher precision level for this
estimate.
26. Please provide separately from this filing, a written consent
from
any experts or companies whose name is cited, and/or whose work is
incorporated into the document. These consents should concur with
the
summary of the information in the report disclosed, and agree to
being
named in the registration statement. Otherwise refer to these
documents as historical studies without naming the company or
authors.
* * * * *
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 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 filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment 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 staff comments and the declaration
of
effectiveness 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.
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 Jennifer Goeken at (202) 551-3721 or Jill
Davis,
Accounting Branch Chief, at (202) 551-3683 if you have questions
regarding comments on the financial statements and related
matters.
Direct your questions relating to the engineering comments to
George
Schuler, Mining Engineer, at (202) 551-3718. Please contact
Carmen
Moncada-Terry at (202) 551-3687 or, in her absence, the
undersigned,
at (202) 551-3740 with any other questions.
Sincerely,
H. Roger Schwall
Assistant Director
cc: J. Goeken
J. Davis
G. Schuler
C. Moncada-Terry
VIA FACSIMILE
Scott Bartel
Bullivant Houser Bailey PC
916-930-2501
Mr. Robert M. Shields
Piedmont Mining Company, Inc.
July 21, 2006
Page 7