BATCHER, ZARCONE & BAKER, LLP
ATTORNEYS AT LAW
SOUTH BAY OFFICE KAREN A. BATCHER
4190 BONITA ROAD, SUITE 205 kbatcher@bzblaw.com
BONITA, CALIFORNIA 91902 ------------
TELEPHONE: 619.475.7882 ADDITIONAL SAN DIEGO
FACSIMILE: 619.789.6262 OFFICES
March 30, 2006
Mr. Albert Yarashus Securities & Exchange Comm.
100 F Street, NE
Mail Stop 3561
Washington, D.C. 20549
Re: Cantop Ventures, Inc.
Registration Statement on Form SB-2
File No. 333-128697
Amendment No.2
Dear Mr. Yarashus:
On behalf of Cantop Ventures, Inc. (the "Company"), we have today filed via the
EDGAR system, Amendment No. 2 (the "Second Amendment"') to the above-captioned
Registration Statement in response to the comments in your letter dated February
28, 2005. The responses below are in direct correlation to your numbered
comments.
Summary, Page 3
1. As directed, we have included here, and in the Description of Business
section, an explanation of why the Company's claim is held in trust and further
explained any risks to the company of not holding the claims directly.
Summary Financial Information, page 4
2. As directed, we have corrected the amounts presented as our net operating
loss from inception on February 22, 2005 to July 31, 2005.
Plan of Distribution, page 13
3. As directed, we have included a statement in the section entitled Plan of
Distribution which states that there are no assurances that increased liquidity
of the shares will result from an OTCBB listing.
MAILING ADDRESS
4252 BONITA ROAD, #151 * BONITA , CALIFORNIA * 91902
Mr. Albert Yarashus
March 30, 2006
Page 2
Biographical Information, page 15
4. As directed, we have deleted the reference to the history of John Tann, Ltd.
Description of Business, page 19
Description, Location and Access, page 20
5. As directed, we have included a copy of Mr. Sookochoff's report as an exhibit
to this Second Amendment.
Mineralization, Page 20
6. The officers and directors of the Company are not geologists, nor do they
have expertise in the area of geology or mining. As such, the officers and
directors of the Company have relied on retained experts, such as Mr.
Sookochoff. Mr. Sookochoff has relied on the 1963 Minister of Mines report, and
therefore, the Company must defer to Mr. Sookochoff and his expertise.
Financial Statements, page 27
7. As directed, we have included interim financial statements for the quarter
ended October 31, 2005.
Part II, Page II-1
Undertakings, page II-5
8. As directed, we have included the revised form of undertakings.
Exhibit 10.2
9. In connection with the First Amendment, we filed a letter from Mr. Sostad
which stated that he was holding the Property in his name in trust for the
Company. There is no other document evidencing this arrangement.
Other Explanatory Information
When we filed the original Registration Statement and the First Amendment
thereto, we were not aware that there was an Expiry Date on the Claim of January
30, 2006, or that there were any requirements to retain the Claim. Since that
date, the Claim has been renewed under a new tenure number. This is evidenced in
an Agreement to Extend the Purchase and Sale Agreement between Mr. Sostad and
the Company which is filed as a separate exhibit herewith. Mr. Sostad continues
to hold the Claim in trust for the Company, and a new letter of Trust from Mr.
Sostad has been filed evidencing this relationship. We have also filed the First
Amendment to the Evaluation Report of Mr. Sookochoff which notes the new Expiry
Date and tenure number, and has been attached to the end of the report itself.
Mr. Albert Yarashus
March 30, 2006
Page 3
Should the staff have any questions or comments or desire any additional
information, please telephone the undersigned at 619) 475-7882.
Sincerely,
Regards,
BATCHER ZARCONE & BAKER, LLP
/s/ Karen A. Batcher, Esq.