DYNAMIC GOLD CORP.
675 West Hastings Street, Suite 200
Vancouver, British Columbia
Canada V6B 1N2
March 16, 2005
U.S. Securities & Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-05-11
Attention: Duc Dang, Division of Corporation Finance
Dear Sirs:
Re: Registration Statement on Form SB-2
-----------------------------------
File Number 333-119823 - Amendment No. 3
----------------------------------------
We write in response to your letter dated February 16, 2005 regarding the
above-noted registration statement on Form SB-2. We have today filed an amended
Registration Statement via the EDGAR system. We enclose a copy of this amended
Form SB-2, as well as a copy that has been black-lined to show changes from the
previous filing.
We respond sequentially to your comments as follows:
General
- -------
1. We note that the IRS Employer Identification Number has been applied
for. Please state the date applied for and the current status.
According to the IRS website it appears that applying for this number
by mail, which takes the longest amount of time, takes about four to
five weeks.
Because our directors are both foreign residents, one of them must
first obtain an individual taxpayer identification number (ITIN) prior
to applying for an EIN. Once our president, Tim Coupland, has obtained
an ITIN, we will submit our application for an EIN.
2. Please note the updating requirements for the financial statements as
set forth in Item 301(g) of Regulation S-B, and provide a current
consent of the independent accountants in any amendments.
We have included updated financial statements in our amended
registration statement that comply with Item 301(g) of Regulation S-B.
Summary
- -------
3. We note your statement here and on page 23 that "Dan Patrie Exploration
Ltd. remains the registered owner of the property." On page 23, you
also state that Dan Patrie "holds 100% interest in the property in
trust for us." This is a modification from the disclosure in your
initial registration statement and first amendment, which indicates the
interest is in the mineral claim. Please revise disclosure throughout
the prospectus. Also, remove references to you owning 100% undivided
beneficial right and interest and instead clarify the nature of
ownership.
<page>
We have revised the disclosure in the "Summary" and "Description of
Business" sections to clarify that the interest discussed relates to
mineral claims rather than to "the property". We have removed
references to our owning a 100% undivided beneficial right and interest
in the mineral claims and have instead indicated that Dan Patrie
Exploration Ltd. holds its interest in trust for us.
Directors, Executive Officers, Promoters and Control Persons
- ------------------------------------------------------------
4. In discussing the conflicts of interest, please the best interests
Mr.Game is supposed to consider. Currently the statement is incomplete.
We have indicated that Mr. Game is required to act in the best
interests of the shareholders.
Description of Business
- -----------------------
5. In light of our prior comment 12, please remove the statement that gold
was discovered in the Red Lake district in 1925 and a prospecting rush
ensued.
We have removed the reference to the discovery of gold in the Red Lake
district and the ensuing prospecting rush.
6. We reissue comment 13.On page 27, you continue to disclose that current
"cash on hand will cover the cost of this program."
We have revised our disclosure to indicate that we will need to raise
additional financing to cover the anticipated costs of the second phase
of the stage one exploration program.
Yours truly,
DYNAMIC GOLD CORP.
PER: /s/ Tim Coupland
TIM COUPLAND
President