Reclamation Consulting and Applications, Inc.
23832 Rockfield Boulevard, Suite 275
Lake Forest, California 92630
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October 21, 2005
VIA EDGAR AND FEDERAL EXPRESS
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Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attn: Pamela A. Long, Assistant Director
Division of Corporation Finance
Tamara Brightwell, Esq.
Re: Reclamation Consulting and Applications, Inc.
Preliminary Proxy Statement on Schedule 14A
File No. 000-29881
Preliminary Proxy Statement filed July 22, 2005
Ladies and Gentlemen:
The following responses address the comments of the reviewing Staff of the
Commission as set forth in a comment letter dated August 23, 2005 (the "Comment
Letter") relating to the Preliminary proxy Statement on Schedule 14A (the "Proxy
Statement") of Reclamation Consulting and Applications, Inc. (the "Company").
The answers set forth herein refer to each of the Staffs' comments by number.
We are filing herewith Amendment No. 1 to the Company's Proxy Statement.
PRE 14A filed July 22, 2005
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Proposal 2, page 8
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1. We note that you have entered into a Securities Purchase Agreement with
four accredited investors in order to obtain funding for ongoing
operations. To the extent determinable, please revise to state each purpose
for which the net proceeds have been or will be used. See Item 11(c) of
Schedule 14A.
Securities and Exchange Commission
October 21, 2005
Page 2 of 3
Response
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We have revised our disclosure to provide for the estimated use of
proceeds from the funding. We have also indicated that to the extent
we have received funds, they have been applied proportionally to the
intended use as discussed.
2. We note the risk factors set forth in this section. Please revise to
delete references such as "this prospectus" and "this offering" as
these are inappropriate in the context of this proxy statement.
Response
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We have revised our disclosure to remove any reference to "this
prospectus" and "this offering."
3. Tell us supplementally, and revise your disclosures on page nine to
clarify, what you mean when you state that you have an "obligation to
sell secured convertible notes that may be converted into an estimated
13,684,211 shares . . . and issue warrants to purchase 5,200,000
shares of common stock in the near future." In this regard, we assume
that your obligation to sell secured convertible notes and issue
warrants is pursuant to the Securities Purchase Agreement and that the
sale will be completed within five days of the pending registration
statement, filed July 27, 2005, becoming effective. Please also update
this disclosure and disclosure throughout the proxy statement to
reflect the amount of notes and warrants you have issued. We
understood that an additional $600,000 of notes and warrants, whose
underlying shares are being registered for resale pursuant to your
registration statement filed July 27, 2005, were to have been issued
shortly after the registration statement was filed.
Response
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We have revised our disclosure to indicate that the obligation to sell
secured convertible notes and issue warrants is pursuant to our
securities purchase agreement dated June 23, 2005. In addition, we
have revised our disclosure to indicate that on July 28, 2005, we sold
an additional $600,000 in secured convertible notes to the investors
pursuant to the securities purchase agreement and that we have
received a total of $1,300,000 pursuant to the securities purchase
agreement.
4. We note the statement on page nine that "All of the [common] shares,
including all of the shares issuable upon conversion of the secured
convertible notes and upon exercise of our warrants, may be sold
without restriction." Please tell us, and revise to clarify, what you
mean by that statement. We note that the shares issued or issuable
pursuant to the Securities Purchase Agreement were issued in a private
placement to institutional investors in June 2005.
Securities and Exchange Commission
October 21, 2005
Page 2 of 3
Response
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We have revised our disclosure to state that all of the shares
registered pursuant to the pending registration statement, including
all of the shares issuable upon conversion of the secured convertible
notes and upon exercise of our warrants, may be resold without
restriction pursuant to the pending registration statement once the
pending registration statement is declared effective.
5. On page 10, you state that you have allocated and registered
37,000,000 shares to cover the conversion of the secured convertible
notes; however, we note the Form SB-2 filed July 27, 2005 is
registering the resale of 32,000,000 shares underlying the convertible
notes. Please advise. In addition, revise your disclosure to make
clear that you have registered the resale of the shares underlying the
secured convertible notes and not the sale of the common shares by the
company to the holders of the notes.
Response
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We have revised our disclosure to indicate that we have registered
32,000,000 shares of common stock underlying the convertible notes. In
addition, we have revised our disclosure to clearly indicate that the
registration of the shares is upon the resale of the shares of common
stock and not the sale of the common stock to the holders of the
secured convertible notes.
We trust that the foregoing appropriately addresses the issues raised
by your recent Letter of Comment. Thank you in advance for your prompt review
and assistance.
Very truly yours,
/s/ GORDON DAVIES
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Gordon Davies
President