INTREPID TECHNOLOGY & RESOURCES, INC.
501 West Broadway, Suite 200
Idaho Falls, Idaho 83402
(208) 529-5337
Mail Stop 0405
VIA FEDERAL EXPRESS AND EDGAR
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April 15, 2005
Ms. Mellissa Duru
Division of Corporate Finance
United States Securities and Exchange Commission
450 Fifth Street, N. W., Mail Stop 0405
Washington, D.C. 20549-0405
RE: INTREPID TECHNOLOGY & RESOURCES, INC.
FORM SB-2 FILED MARCH 11, 2005
FILE NO. 333-123258
Dear Ms. Duru:
Per the telephone conversation between you and my attorney, Jacqueline
Hodes, on April 13, 2005, Intrepid Technology & Resources, Inc. (the "Company")
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has filed Amendment No. 1 to Form SB-2 Registration Statement on April 15, 2005,
which incorporates the information requested by the Commission.
Pursuant to the Commission's four oral comments, we have taken the
following steps:
(1) We have amended our Form 10-QSB for the period ended December 31, 2004
to change the incorrect date included in our first amendment to the Form 10-QSB
for that period. Our amended Form 10-QSB now contains the correct Section 1350
certification for the period ending December 31, 2004. In addition we have
refiled all required certifications, which are now dated as of the date of our
amended Form 10-QSB.
(2) In Amendment No.1 to the Registration Statement, we have revised our
Selling Stockholders table to reflect the full amount and percentage of shares
currently beneficially owned by Cornell Capital Partners, LP, without taking
into consideration the 4.99% ownership limitation contained in the convertible
debentures.
Ms. Mellissa Duru
United States Securities and Exchange Commission
April 15, 2005
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(3) In Amendment No. 1 to the Registration Statement, we have added a
table which demonstrates the inverse relationship between our stock price and
the number of shares to be issued to Cornell Capital Partners, LP under the
Standby Equity Distribution Agreement at a recent stock price and at 25%, 50%
and 75% discounts to the recent price. This table appears under the headings
"Offering" and "Standby Equity Distribution Agreement" in Amendment No. 1 to the
Registration Statement.
(4) We have clarified in several areas in Amendment No. 1 to the
Registration Statement that the debentures issued to Cornell Capital Partners,
LP are convertible at the option of Cornell Capital Partners, LP and that if the
full amount of the convertible debentures or $750,000 is converted into shares
of common stock of the Company, up to 13,636,364 shares of common stock will be
issued to Cornell Capital Partners at any time up to the maturity date of the
convertible debentures (March 10, 2008). However, this does not take into
consideration the 4.99% ownership limitation under the convertible debenture.
Further, we have clarified that the interest on the debentures may be payable,
at the sole option of Cornell Capital Partners, LP, in shares of common stock of
the Company or in cash and if Cornell Capital Partners, LP chooses to have
interest be payable in common stock of the Company, as opposed to in cash, this
could have a dilutive impact on our stockholders and could cause our stock price
to decline. This language regarding the dilutive impact of the debentures now
appears under the headings "Offering," "Risk Related To This Offering," "Selling
Stockholders" and "Liquidity and Capital Resources."
Enclosed with this letter is a redlined version of Amendment No. 1 to the
Registration Statement comparing it to the original registration statement filed
with the SEC on March 11, 2005.
Please call me, Jacqueline Hodes at (305) 539-3387 or Clayton Parker at
(305) 539-3306 if you have any questions.
Very truly yours,
Dr. Dennis D. Keiser
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