Mail-Stop 4561
September 8, 2006
Via facsimile and U.S. Mail
Mr. Randy Cheveldave
Chief Executive Officer and Chief Financial Officer
Yaletown Capital, Inc.
Suite 200- 3083 Grandview Hwy.
Vancouver, B.C. V5M 2E4
Re: Yaletown Capital, Inc.
Form SB-1
File No. 333-136621
Filed August 14, 2006
Dear Mr. Cheveldave:
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. 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.
General
1. Revise to file an irrevocable consent of service as an exhibit
in
the next pre-effective amendment. See General Instruction G. to
Form
SB-1
Prospectus cover page
2. Revise to include the Company`s executive office mailing
address,
including zip code and telephone number.
Prospectus Summary, page 4
3. Revise the third paragraph to disclose the estimated amount
needed
during the next 12 months and whether such amount will be
sufficient
to fully execute the business plan. If not, so state. In addition,
disclose the anticipated source of the financing during the next
12
months, if any, and whether the Company expects debt or equity
financing.
Risk Factors, page 5
4. Revise the first paragraph to delete references to the private
placement and the units being offered. In addition, send us a copy
of
the private placement memorandum and the result of that offering,
e.g., 100 units sold to 10 people at $1.00 per share, each unit
includes 1 share and 1 option at an exercise price of $1.00.
5. Revise the last sentence of the last paragraph to change
"Registration Statement" to "Prospectus".
We are solely governed by Mr. Randy Cheveldave ..., page 7
6. Consider adding another risk or expand this risk to address
potential conflicts of interest, insofar how Mr. Cheveldave will
decide on projects for the Company or himself or others and
disclose
how much time per week Mr. Cheveldave will devote to the Company.
We will require additional financing to effectuate our business
plan
...., page 9
7. Revise the fourth sentence to clarify "acceptance of mineral
claims" or delete such reference.
Plan of Distribution, page 13
8. Revise to add disclosure that a post-effective amendment will
be
filed before any pledge, donee, or transferee can use this
Prospectus. The post-effective amendment will name any such
pledge,
donee, or transferee. Similarly, a post-effective amendment will
be
filed in the event any agent, broker, dealer or other person or
entity receives any compensation in addition to ordinary
commissions.
Such post-effective amendment will name any such persons or
entities
and the compensation arrangements will be disclosed.
Description of Business, page 15
Government Sponsored Film and television Tax Credits
9. Revise to include the general eligibility rules and the Table
of
available credits found at www.bcfilm.bc.ca./downloadables/FIBC
and
also include the web address. The existing narrative should also
be
revised to clarify what labour costs are eligible, e.g., Canadian
owned corporation`s wages if the corporation owns at least 50% of
the
copyrights.
Employees
10. Supplementally advise the staff, with a reference to the
specific
rule or law, whether the wage credits can only be claimed if the
company has employees and wages. Otherwise, explain how the
credits
would work with employees of other companies.
Management Discussion and Analysis or Plan of Operation
Liquidity and Capital Resources, page 25
11. Please revise your disclosure of the paid expenses to
consultants
for $24,372 to reconcile to the amount disclosed on the Income
Statement and Note 2 to the Financial Statements.
Remuneration of Officers and Directors, page 26
12. Revise the disclosure to provide some indication as to how Mr.
Cheveldave will be compensated and when such compensation will
start.
Security Ownership of Management ... ,page 27
13. Revise to also include a table for the preferred stock
outstanding and add a narrative with the material terms related to
the preferred especially with regard to voting and conversion
rights.
Experts, page 29
14. Your inclusion of reference to Shelley International CPA
suggests
that a change of accountants took place. If so, please tell us
how
you determined that none of the disclosures required by Article
304
of Regulation S-K are required; alternatively revise the document
to
provide those disclosures.
Financial Statements
General
15. Please note the updating requirements of Item 310 (g) of
Regulation S-B.
16. Include an updated consent of the independent auditors in the
pre-effective amendment.
Balance Sheet, page 31
17. We note you have a shareholder loan outstanding in the amount
of
$16,602. Please revise your filing to disclose the terms of the
loan
including the applicable interest rate. If the loan is non-
interest
bearing or carries an unreasonable rate of interest, please revise
to
impute interest on the loan.
18. Please revise the footnotes to describe the terms of the
preferred shares.
Note 2 - Summary of Significant Accounting Policies, page 35
Income, page 36
19. We note you issued 8,000,000 common shares and 1,000,000
preferred shares for the payment of services that totaled $9,000.
Please revise your filing to describe the type of services
received
and who performed such services.
20. Please revise your disclosure of the paid expenses to
consultants
for $24,372 to reconcile to the amount disclosed on the Income
Statement and Note 2 to the Financial Statements.
Unregistered Securities Issued ..., page 41
21. Revise to include information on the preferred shares issued.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. 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
Exchange Act of 1934 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.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.
Any accounting questions should be directed to Matthew Komar
at
(202) 551-3781 or Don Walker, Senior Assistant Chief Accountant at
(202) 551-3490. All other questions regarding the comments may be
directed to Michael Clampitt at (202) 551-3434 or to me at (202)
551-
3491.
Sincerely,
Todd Schiffman
Assistant Director
Financial Services Group
CC: Via U.S. Mail and Fax: (817) 282-5886
Aaron D. McGeary, Esq.
The McGeary Law Firm
405 Airport Fwy.
Suite 5
Bedford, Texas 76021
Mr. R. Cheveldave
Yaletown Capital, Inc.
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