GLOBEPAN RESOURCES, INC.
6518 121st Street, Suite 5
Surrey, British Columbia
Canada V3W 1C4
Telephone: (604) 762-0755
Facsimile: (604) 592-6553
April 10, 2006
U.S. Securities & Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Charito A. Mittelman
Dear Sirs:
Re: Form SB-2 (File No. 333-128226)
Further to your comment letter dated February 15, 2006 concerning our
registration statement on Form SB-2, we respond as follows:
General
1. As we stated in our prior comment,1 your offering appears to
constitute an offer by or on behalf of the registrant under Rule 415
(a)(4) since the registration statement covers the resale of all
outstanding securities other than that held by Mr. Field, your sole
officer, director, employee and 45% shareholder. We note your response
to prior comment 1 that:
o each shareholder warranted in the subscription agreement that
they were acquiring the securities with investment intent and not
a view to distribution,
o Mr. Field, your sole officer and director, maintains a personal
relationship with each shareholder,
o You will receive no proceeds from the sale of securities, and
o The circumstance at the time of each issuance does not support
the claim that a subsequent sale of securities was contemplated
by the selling stockholders.
As we previously stated the issue of whether this is a primary offering
is a difficult factual one and not merely a question of who receives
the proceeds. Consideration should be given to how long the selling
shareholders have held the shares, the circumstances under which they
received them, their relationship to the issuer, the amount of shares
involved, and whether under all the circumstances it appears that
sellers are acting as conduits for the issuer. In this connection we
note that the shares held by other than Mr. Field constitute all of
your shares and appear to have been purchased at significantly
discounted prices only three months prior to the time this resale
registration statement was filed. Please expand to explain further the
relationship between Mr. Field and the selling shareholders, including
how they initially came into contact, and clarify the circumstances
surrounding the initial share purchases, including the dates the shares
were purchased.
<page>
The relationship between Mr. Field and each of the selling shareholders
is as follows:
Name of Shareholder Relationship
Erik Graham business friend for five years
Vittorio Castelli best friend for past four years
Irshad Mohammed Koya friend and business associate for two years
Tod Lansing friend and neighbor for three years
Krista Lansing friend and neighbor for three years
Randall Field brother
Penny Anderson friend for four years
Ryan Anderson son of Penny Anderson
Jill Field wife
Will Woo friend and business associate for 12 years
Colin Louie friend, computer technician for 10 years
Keith Tong business associate, friend for eight years
Thi Mai Tong wife of Keith Tong
Phil Taneda friend for two years through business venture
Kari Taneda wife of Phil Taneda
Roy Field brother
Daryl Zelinski former co-worker
Sheri Field brother's wife
Jodi Bradley wife's best friend for 19 years
Warren Nyuli business associate for three years
Trevor Field father
Rhona Morris sister
Randy Robertson friend for six years
Dave Benson wife's brother
Barb Cooley uncle's wife
Bill Cooley uncle
Niki Chrismas friend and neighbor
Donovan Green friend and neighbor
Nubia Vanegas friend for two years
Tasneem Koya wife of Irshad Koya
The dates of the share purchases were as follows:
Name of Shareholder Date of Purchase
Erik Graham May 16, 2005
Vittorio Castelli May 16, 2005
Irshad Mohammed Koya May 16, 2005
Tod Lansing May 19, 2005
Krista Lansing May 19, 2005
Randall Field May 20, 2005
Penny Anderson May 20, 2005
Ryan Anderson May 20, 2005
Jill Field May 20, 2005
Will Woo May 24, 2005
Colin Louie May 24, 2005
Keith Tong May 28, 2005
Thi Mai Tong May 28, 2005
Phil Taneda May 30, 2005
Kari Taneda May 30, 2005
Roy Field June 3, 2005
Daryl Zelinski June 3, 2005
Sheri Field June 3, 2005
Jodi Bradley June 3, 2005
Warren Nyuli June 7, 2005
Trevor Field June 8, 2005
Rhona Morris June 8, 2005
Randy Robertson June 8, 2005
Dave Benson June 11, 2005
Barb Cooley June 12, 2005
Bill Cooley June 12, 2005
Niki Chrismas June 14, 2005
Donovan Green June 14, 2005
Nubia Vanegas June 14, 2005
Tasneem Koya June 18, 2005
<page>
Risk Factors
2. We note the reference to four mineral claims comprising the Nak
mineral claims held in trust by Ms. Kalris in your response to previous
comment 3. Please revise to reconcile the reference to only two claims
representing the Nak mineral claims on page 21.
We have reconciled the disclosure to indicate that there are two Nak
mineral claims.
Yours truly,
/s/ Russell Field
Globepan Resources, Inc.
Russell Field, President