QUORUM VENTURES, INC.
2640 Tempe Knoll Drive
North Vancouver, British Columbia
Canada V7N 4K6
Telephone: (604) 908-0233
Facsimile: (604) 986-4733
January 13, 2006
U.S. Securities & Exchange Commission
Division of Corporate Finance
100 F Street NE
Washington, D.C. 20549-3561
Attention: Jay Ingram
Dear Sirs:
Re: Registration Statement on Form SB-2 - File Number 333-119715
Further to your letter dated December 19, 2005, we provide the following
responses:
General
1. Explain why the cover letter and registration statement contain
different addresses for Quorum Ventures, Inc.
We have recently changed offices. Our cover letter address has been
changed to reflect this.
Geologic Assessment Report: Upper Ross Lake Property
2. We reissue our prior comment 27. Please file the geologist's
consent as an exhibit to the registration statement. The consent should
indicate that the geologist consents to the summary of the report
disclosed in this subsection and that he consents to being named as an
expert in the prospectus.
We have filed a geologist's consent in the form requested as an exhibit
to our amended registration statement.
Proposed Budget
3. We partially reissue our prior comment 30. Please disclose the
impact on the company's operations should it not be able to fund the
activities identified in the company's two-phase program, particularly,
Phase I. Will operations cease? If so, disclose management's intention
for Quorum Ventures, Inc. Your discussion should include disclosure of
how the company intends to manage its reporting obligations under the
federal securities laws in the event the company's registration
statement is declared effective. Will the company have the funds
required to file current, quarterly, and annual reports? If operations
cease due to a dire lack of financing, does the company anticipate
commencing negotiations with potential acquisition candidates?
We have disclosed the following:
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In order to fund future operations, including administrative costs
relating to our reporting obligations, we will have to raise additional
capital. We anticipate raising funds through the sale of additional
shares of our common stock or through director loans, though we do not
have any commitments in this regard. If we are unable to raise
sufficient funds in order to finance our proposed exploration, our
business operations will be delayed or may even cease. As well, if we
are unable to raise sufficient funds to cover the costs associated with
filing current, quarterly and annual reports after our registration
statement is declared effective, any public trading market that we
establish may cease.
If we are unable to raise sufficient capital, we may also consider
selling a portion of the Upper Ross Lake property to a third party in
exchange for that party paying us cash and/or committing to complete a
certain amount of exploration on the property. We have not contacted
any third parties regarding such an arrangement.
Plan of Operations
4. We reissue our prior comment 37. Please provide a detailed plan
of operations required by Item 303(a) of Regulation S-B. Substantially
revise this section to discuss with greater specificity the steps you
intend to take in furtherance of your plan of operations. Please
provide a potential investor with comprehensive disclosure of the
direction in which you plan to take your company in the next twelve
months of operation. You should focus your discussion in monthly or
quarterly increments and discuss the steps necessary for, the costs
associated with, and projected timeframes for achieving sustained first
revenues. Currently, you do not identify any specific milestones nor do
you discuss the ways in which you intend to achieve your company's
objectives.
Our "Plan of Operations" discusses the following specific information
in detail:
o the timing, steps and costs involved in the recommended phase one
and two exploration programs on the Upper Ross Lake claims
o who will complete the exploration programs on the claims and the
nature of the exploration work involved
o proposed exploration on a quarterly basis (ie. spring, summer and
fall of 2006)
o exploration required prior to earning first revenues
o objectives and milestones relating to the completion of each
phase of exploration and the criteria necessary for proceeding
with additional exploration
Financial Statements
General
5. We note that independent auditor's report for the period
covering from inception to the period ended May 31, 2004 has been
omitted from the registration statement. You must include an audit
report for each period for which financial statements are required. A
reference to the report is not sufficient. Please revise to provide an
auditor's report covering the financial statements for the period ended
May 31, 2004 as required by Item 310(a) of Regulation S-B.
We have included the independent auditor's report for the period from
our inception to the period ended May 31, 2004.
Changes in and disagreements with accountants on accounting and financial
disclosure, page 55
6. Your disclosure regarding disagreements with accountants does
not sufficiently address the period covered. Item 304(g)(1)(iv)(A) of
Regulation S-B requires disclosures covering the fiscal period audited,
(from inception to May 31, 2004 in your case) and any subsequent
interim period through the date of dismissal. Please revise.
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We have revised our disclosure to cover the period from inception to
May 31, 2004, as well as the interim period ended August 31, 2004.
7. Please file a letter from Dohan & Company, CPA's stating
whether they agree with your Item 304 disclosures, or the extent to
which the accountant does not agree. Refer to Item 304(a)(3) of
Regulation S-B.
We have filed a letter from Dohan & Company, CPA's stating that they
agree with our Item 304 disclosure.
Other Regulatory
8. Please provide currently dated consents, including one from
Dohan & Company, your former independent accountants, in any amendment
to the registration statement.
We provide currently dated audit consents in our amended registration
statement.
Exhibits
9. We reissue our prior comment 43. Please file the legality opinion with
the next amendment.
We will file a legality opinion as an exhibit to our next amended
registration statement.
Yours truly,
/s/ Steven Bolton
Steven Bolton, President
QUORUM VENTURES, INC.