November 4, 2005
MAIL STOP 7010
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Mr. H. Roger Schwall Faxed to: 202-772-9368
Assistant Director
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Battle Mountain Gold Corp. ("Registrant")
Schedule 14C
Filed June 17, 2005
Form 10-KSB
Filed April 22, 2005
File Number 0-50399
Dear Mr. Schwall:
In response to your comment letter of September 30, 2005, the Company
respectfully submits the following responses to your paragraph number 4.
FORM 10-QSB-JUNE 30, 2005
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CONTROLS AND PROCEDURES
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4. The registrant hereby supplementally confirms that, as regards the comments
you made in your July 12, 2005 letter relating to Form 10-KSB, the registrant
will provide information comparable to that requested in your comments numbers 8
and 9 in all future filings, and as to comment number 7, the registrant
respectfully submits the following proposed disclosure:
ITEM 8A. CONTROLS AND PROCEDURES.
(a) Evaluation of disclosure controls and procedures. The Company's chief
executive officer and chief financial officer, after evaluating the
effectiveness of the Company's "disclosure controls and procedures" (as defined
in the Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period
covered by this annual report (the "Evaluation Date"), have concluded that as of
the Evaluation Date, the Company's disclosure controls and procedures were (a)
not adequately designed to ensure that material information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act of 1934 is recorded, processed, summarized and reported, within
the time periods specified in the Commission's rules and forms, and (b) not
effective to ensure that the information was accumulated and communicated to the
Company's management to allow timely decisions regarding required disclosures.
The material weakness, as observed by management in February and March 2005, was
that, in the opinion of management, the assignments and work were not being
completed by our accountants in a timely manner, such that the Company and its
auditor would have the financial data required in order to timely meet its
filing and reporting obligations under the Exchange Act. The Company believes
these problems began in the first quarter 2005. The Company's management
believes the delay in getting the necessary information and work product from
our accountant and auditor was due in large part to the fact that they were
located outside the U.S. and were foreign entities, and this seemed to cause
time delays in getting work completed. Our chief executive officer and chief
financial officer took immediate steps by obtaining a consulting accountant
(Wayne Richardson, CPA) and engaging another accounting firm (Mark Bailey and
Company) to prepare our financial statements for timely audit and review
by our principal independent accountant and to integrate the financial
accounting systems for the Company. We also obtained a domestic local auditor,
Chisholm, Bierwolf and Nilson. Our chief executive officer and chief financial
officer believe that these measures have improved our disclosure controls and
procedures and made them effective in regard to timely accumulation and
communication of financial information and data.
If you have any further questions or comments regarding these matters, please do
not hesitate to contact me.
Thank you again for your kind cooperation and assistance.
Very truly yours,
/s/ James E. McKay
James E. McKay,
President and CEO
cc: Michael J. Morrison, Esq.