GLOBEPAN RESOURCES, INC.
6518 121st Street, Suite 5
Surrey, British Columbia
Canada V3W 1C4
Telephone: (604) 762-0755
Facsimile: (604) 592-6553
December 8, 2005
U.S. Securities & Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20005
Attention: Charito A. Mittelman
Dear Sirs:
Re: Globepan Resources, Inc. - Form SB-2 (File No. 333-128226)
Further to your comment letter dated October 6, 2005 concerning our registration
statement on Form SB-2, we respond as follows:
General
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1. We note that the registration statement covers the resale of
all outstanding securities other than that held by Mr. Russell Field,
your sole officer, director, employee and 45% shareholder. Your
offering, therefore, appears to be an "at the market" primary offering
of equity securities by or on behalf of the registrant under Rule
415(a)(4) of Regulation C. Because you do not qualify to conduct a
primary offering "at the market," please revise the terms of your
offering to provide that all offers and sales will be made at a
disclosed fixed price for the duration of the offering and the selling
shareholders will be identified as underwriters. Revise your disclosure
throughout the prospectus accordingly.
Rule 415(a) provides that securities may be registered for an offering
to be made on a continuous or delayed basis, provided that the
securities which are to be offered or sold by or on behalf of a person
or persons other than the registrant. Because no securities are being
sold in the offering by or on behalf of the registrant, the selling
security holders' offering of shares meets the requirements of Rule
415(a).
Cover Page
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1. Since this is a resale registration statement, please clarify
that the selling shareholders (rather than the company) may not sell
shares until the registration statement is effective.
We have clarified that the selling shareholders may not sell shares
until the registration statement is effective.
2. Please disclose that the resale of shares by the selling shareholders
is an initial public offering.
We have disclosed that the resale of shares by the selling shareholders
is an initial public offering.
<page>
Summary
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3. Please revise to highlight your conclusion that "the likelihood
of our mineral claim containing economic mineralization or reserves is
extremely remote" and your conclusion that "in all probability, the
BSM-2mineral claim does not contain any reserves and funds that we
spend on exploration will be lost."
We have highlighted the noted conclusions in the "Summary" section.
4. Please disclose your web address, if available. See Item 101(c)(3) of
Regulation SB.
We do not have a corporate website.
Risk Factors - beginning on page 7
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5. Please discuss the risks associated with the costs and compliance with
environmental laws.
We have added the following risk factor:
"IF WE BECOME SUBJECT TO BURDENSOME GOVERNMENT ENVIRONMENTAL
REGULATION, OUR BUSINESS WILL BE NEGATIVELY AFFECTED.
To engage in advanced exploration phases in the Northwest Territories,
such as drilling, we will require work permits, the posting of bonds,
and the performance of remediation work for any significant physical
disturbance to the land. Also, to operate a working mine in the
jurisdiction, the Environmental Assessment Act may require an
environmental review process. The cost of complying with these
regulations may cost as much as $100,000 during the course of
exploration that will be necessary to determine whether the Nak claims
contain economic mineralization.
In addition, the legal and regulatory environment that pertains to the
exploration of ore is uncertain and may change. Uncertainty and new
regulations could increase our costs of doing business and prevent us
from exploring for minerals."
If we do not obtain additional financing...page 7
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6. In the first paragraph, disclose your total losses to date.
Please also briefly describe each stage of exploration so that
investors are aware of what is involved with each stage of development.
We note from page 9 that you will require additional funding to place
any reserve discovered into commercial production. Please expand to
discuss financing related to commercial production of any mineral
deposits discovered.
We have disclosed our total losses to date in the noted risk factor and
have expanded our disclosure to include a description of additional
exploration that will be necessary to delineate a mineral deposit and
to commence mining operations. We have also disclosed that our intended
sources of financing will be the sale of equity, director loans and
potentially selling a partial interest in the Nak claims to a third
party.
Because we have not commenced business operations...page 7
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7. Expand the last sentence of the first paragraph to provide brief
examples of the types of "unanticipated problems relating
to exploration of mineral properties,: and "additional costs and
expenses" that you may incur.
We have provided examples of unanticipated problems and additional
expenses that may impact our exploration programs.
Because management has no technical experience...page9
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8. Please disclose here also that you have not yet retained the services
of a geologist to consult management as disclose on page 25.
We have disclosed that we have not yet retained the services of a
geologist to consult management.
<page>
Because of the inherent dangers involved in mineral exploration...page 9
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9. Please identify the hazards for which you have chosen, or will choose,
not to insure yourself against.
We have disclosed that the hazards for which we have chosen not to
insure are pollution, cave-ins environmental liability.
If a market for our common stock does not develop...page 10
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10. Where you discuss your intention to obtain a "listing" on the
OTC Bulletin Board, please clarify that the Bulletin Board is a
quotation service, not an exchange where securities are listed, and
that a market maker will have to submit an application on behalf of the
company in order for its securities to be quoted.
We have clarified that the Bulletin Board is a quotation service rather
than a stock exchange and that a market maker will have to submit an
application on our behalf in order for our securities to be quoted.
A purchaser is purchasing penny stock...page 10
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11. Please avoid the use of cross references in the risk factor
section and instead briefly describe penny stock and the associated
restrictions placed on broker dealers engaging in the sale of penny
stock.
We have removed the noted cross reference and have provided a brief
discussion of the associated restrictions placed on broker dealers
engaging in the sale of penny stock.
Selling Shareholders, page 11
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12. Please tell us why you have not included shares held by Mr. Russell
Field as shares beneficially owned by Jill Field, Mr. Russell's wife,
prior to the offering.
We have removed Ms. Field as a selling shareholder.
Director, Executive Officer, Promoters and Control Persons, page 16
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13. Please tell us Daniel Kramer's affiliation with the company. We
note he is listed as a director in your Articles of Incorporation. We
note also the reference to Russell Field as your sole director in the
"Organization Within Last Five Years" section on page 20.
Daniel Kramer was the incorporator of the company. As is customary with
an incorporator, he acted an initial director of the company and
resigned immediately following formation and appointed Mr. Field as our
sole director.
Security Ownership of Certain Beneficial Owners and Management, page 17
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14. Please revise to include Russell Field's shares beneficially
owned by Jill Field, and Jill Field's shares beneficially owned by
Russell Field as defined by Rule 13d-3 under the Securities Exchange
Act of 1934. If either of them choose to disclaim beneficial ownership
of certain shares, this should be done in the footnotes to the table.
We have included Russell Field's shares beneficially owned by Jill
Field, and Jill Field's shares beneficially owned by Russell Field.
Description of Business, page 20
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15. Please clarify in the first paragraph our understanding that an
"exploration stage company" is a company that is engaged in the search
for mineral deposits.
We have clarified that an exploration stage company is engaged in the
search for mineral deposits.
<page>
Property Agreement, page 21
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16. We note disclosure in footnote 1 to the financials indicating
that you may be required to confirm your interest in the underlying
property. Further, we note your disclosure on page 26 that you "have
the sole and exclusive right and option to acquire a 100% undivided
right, title and interest in and to the BSM-2 mineral claim." The
disclosure appears inconsistent with your claim here that you obtained
a 100% undivided right, title and interest in and to the BSM-2 claim.
Please advise.
We have revised our disclosure to indicate that we own a 100% interest
in the Nak claims and removed the option language from the "Description
of Property" section.
17. Please expand your discussion relating to ownership of the property to
disclose:
o The nature of your ownership or interest in the property.
o Any royalties, or other underlying agreements or interests in the
property.
o In a table, provide names, claim or grant number, date of
recording and expiration date, so your claims can be
distinguished from other claims in the area.
o Disclose the conditions you must meet to keep these claims.
o Disclose the area of your claims, either in hectares or acres.
Revise to fully discuss the material terms of your land or mineral
right securing agreements. Refer to paragraph (b)(2) of Industry Guide
7.
We have disclosed the following:
"On June 1, 2005, we entered into an agreement with Amanda Klaris
whereby she sold a 100% undivided right, title and interest in and to
the Nak claims to us for $7,500. Other than our property agreement,
neither we nor our management have any relationship with Ms. Klaris.
She holds these mineral claims in trust for us. It is a common
procedure to have such claims held in trust given the expense that we
would incur in registering as a recorded claim holder and as an
extraprovincial company in the Northwest Territories. We can request
that the claims be registered in our name at any time.
If the trustee becomes bankrupt or transfers the claims to a third
party, we may incur significant legal expenses in enforcing our
interest in the claims in Northwest Territories courts.
The registration of the claims in the name of a trustee does not impact
a third party's ability to commence an action against us respecting the
Nak mineral claims or to seize the claims after obtaining judgment.
Specifics of the two mineral claims are as follows:
Claim Name Claim Number Date of Recording Date of Expiry
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NAK 3 F68654 Feb 10, 2003 Feb 10, 2006
NAK 5 F68656 Mar 29, 2003 Mar 29, 2006
The Nak 3 claim comprises 413.2 acres, while the Nak 5 claim consists
of 154.95 acres. The Nak 3 claim expires on February 10, 2006 and the
Nak 5 claim expires on March 29, 2006. We must complete at least $100
in exploration work on each claim prior to the expiry date in order to
extend the claim expiry date by one year. Title to the claims may be
extended on this basis in perpetuity, unless the government changes the
exploration work requirements, which is not anticipated. Otherwise, we
will lose our ownership of the claims comprising the Nak mineral
claims.
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Geological Report, page 22
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18. Please tell us the basis for Mr. MacDonald's conclusions regarding
the need for additional exploration work and provide us with a copy of
the report, marking the relevant portions for our review.
The bases for Mr. Macdonald's conclusions regarding the need for
additional exploration work are the favorable geological environment of
the property and gold occurrences in the region. We enclose a copy of
Mr. Macdonald's report.
Compliance with Government Regulation, page 23
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19. Please expand the first paragraph to briefly describe the governmental
regulations, rules and directives required to begin exploration.
We have added the following disclosure to this section:
"We will not have to obtain any approvals or permits in order to
complete the recommended phase one, two and three exploration programs
on the Nak mineral claims. However, to engage in advanced exploration
phases, such as drilling, we will require work permits, the posting of
bonds, and the performance of remediation work for any significant
physical disturbance to the land. Also, to operate a working mine in
the jurisdiction, the Environmental Assessment Act may require an
environmental review process. The cost of complying with these
regulations may cost as much as $100,000 during the course of
exploration that will be necessary to determine whether the Nak claims
contain economic mineralization."
20. In the second paragraph please explain what you mean by "reclamation
and environmental mediation for all exploration and development work
undertaken."
Reclamation and environmental mediation essentially means that we have
to take steps to put the property surface back in the same state as we
initially found it. These steps usually include earth movement to fill
any holes we create during exploration and tree planting.
21. Please clarify whether any governmental, state, or local permits
are required to begin the three phases of exploration (prior to
production stage) and the status of any applications pending to date.
As indicated in our response to comment 19 above, we have clarified
that no permits are required to begin the three phases of exploration
that have been recommended.
Description of Property, page 25
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22. For your property, provide the disclosures required by Industry Guide
7 (b). In particular, provide:
o The location and means of access to the property,
o Any conditions that you must meet in order to obtain or retain
title to the property.
o A brief description of the rock formation and mineralization of
existing or potential economic significance on the property.
o A description of the present condition of the property.
o A description of any work completed on the property.
o A description of equipment and other infrastructure facilities.
o The current state of exploration of the property.
o The total cost of your property incurred to date.
o The source of power that can be utilized at the property.
Refer to Industry Guide 7(b)(1)-(5) for specific guidance. Industry
Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.
o The location and means of access to the property are discussed in
the subsection entitled "Location and Access"
o Conditions that we must meet in order to obtain and retain title
are discussed in the subsection entitled "Property Agreement"
o A brief description of the rock formation and minerlization on
the property are discussed in the subsection entitled
"Mineralization and Geology"
o A description of the present condition of the property and the
source of power are discussed in the subsection entitled
"Infrastructure and Condition of the Property"
o A description of the work completed on the property is discussed
in the subsection entitled "Exploration History"
o A description of equipment and other infrastructure facilities is
discussed in the subsection entitled "Infrastructure and
Condition of the Property"
<page>
We have also disclosed that there is no current exploration being
conducted on the Nak mineral claims and that we have not conducted any
exploration on the property to date. We incurred $7,500 in acquiring
our interest to the property.
Plan of Operations, page 25
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23. Please disclose your intention regarding the retention of a
geologist and the estimated cost if not already included in the $20,000
estimate for the three phase exploration stage.
We have disclosed the following:
"Mr. Macdonald, the author of the geological report on the Nak mineral
claims, has indicated that he would be willing to conduct the proposed
exploration programs on our behalf, subject to his availability.
However, we do not have any agreement with him in this regard. His fees
are included in the $20,000 exploration budget for the three phases."
24. Please disclose, if true, that Mr. Field is not contractually bound
to loan funds to the company and that he is free to revoke his loan
offer.
We have disclosed that Mr. Field is not contractually bound to loan
funds to us and that he is free to revoke his loan offer.
Certain Relationships and Related Transactions, page 26
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25. Please disclose the details of the sale of the company's stock to your
CEO and his wife for the purchase of the company's stock.
We have disclosed the details of the sale of our stock to Mr. Field and
his wife in this section.
Financial Statements
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Note 3 - Mineral Property, page 37
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26. Please expand your disclosure to fully describe your interest in
the BSM-2 Claim. Include in your disclosure discussion of when your
claim expires, the costs and requirements for renewing the claim, and
physical description of the property.
We have expanded our disclosure to fully describe our interest in our
mineral claims.
Part II
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Recent Sales of Unregistered Securities, page 42
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27. Please disclose the date of the sale of shares to Russell Field.
We have disclosed the date of the sale of shares to Russell Field.
<page>
Exhibits
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28. It appears that you have not filed the legal opinion of Craig J. Shaber
as indicated in your Exhibit table. Please file the opinion as an
exhibit to your registration statement.
We have filed Mr. Shaber's legal opinion as an exhibit to our amended
registration statement.
Yours truly,
/s/ Russell Field
Globepan Resources, Inc.
Russell Field, President