DAVID M. LOEV, ATTORNEY AT LAW
2777 ALLEN PARKWAY, SUITE 1000
HOUSTON, TX 77019
TELEPHONE (713) 524-4110
FACSIMILE (713) 524-4122
April 5, 2006
Donald C. Hunt VIA FED-EX
Division of Corporate Finance ------------
United States Securities and Exchange Commission AND VIA EDGAR
Mail Stop 6010 -------------
100 F. Street, N.E.
Washington, D.C. 20549
Phone: (202) 551-3647
RE: Claron Ventures, Inc.
Amendment No. 1 to Registration Statement on Form SB-2
Filed February 6, 2005
File No. 333-129664
Dear Mr. Hunt:
We have enclosed three red-lined copies of the amended registration
statement for your review. In response to your comment letter dated February
28, 2006, Claron Ventures, Inc. (the "Company," "we," us") has the following
responses:
DESCRIPTION OF BUSINESS
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1) We believe that Nevada gives more favorable treatment and has more
favorable statutes relating to officers and Directors than many other
states. For example, Nevada Revised Statutes ("NRS") 78.335, Directors in
Nevada companies must be removed by "not less than two-thirds of the voting
power of the issued and outstanding stock entitled to vote." This is in
contrast to many of the more popular states where companies choose to
incorporate, which require only majority vote to remove Directors,
including Delaware, which pursuant to Delaware General Corporation Law,
Section 141(k) only requires a vote of "a majority of the share then
entitled to vote."
We believe that the difference between needing a vote of a majority of
the voting shares and a vote of two-thirds of the voting shares to remove a
Director from their position with the Company is a significant difference
and provides "favorable treatment for" Directors, who in turn appoint
officers, under Nevada law.
2) The Company will conduct the VLF-EM survey on the North East quarter of the
South East cell of the Lucky Todd Claim where the adit and grab samples
were previously taken during the Phase I activities. The approximate total
area which is planned to be surveyed by the VLF-EM survey is 50 acres.
EXPLORATION WORK
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3) The Company has no direct agreement with Mr. Sookchoof whereby he agreed to
conduct all of the exploration work. We do have an agreement with Diamond S
Holdings, Ltd., which has agreed to perform the exploration work on behalf
of the Company under the supervision of Mr. Sookchoof, which agreement has
been filed as Exhibit 10.2 to the Amended SB-2 Registration Statement,
which we believe to be the only un-filed exhibit relating to the Company's
mineral claims.
PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS
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4) We have revised our language under "Description of Property" which
previously had said that the presence of snow would not hamper a year round
exploration and/or development program to state:
"Snow may be present on the ground from December to April, and while
we do not believe this presence would hamper a year-round exploration
and/or development program, such presence of snow could cause us to spend
additional resources to heat and/or remove snow from our operations, if
any, and as a result, we do not plan to begin our Phase II studies until
such snow has melted."
Additionally, we have added a risk factor describing the risk to our
planned exploration activities and future operations due to the inclement
weather in and around our claims, which is entitled "Our planned
exploration and development activities may be adversely effected by
inclement weather in and around our claims."
LIQUIDITY AND CAPITAL RESOURCES
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5) There are no current arrangements with the Company's Chief Executive
Officer regarding the payment of expenses and/or any written commitments
from him to provide the Company with funding. Upon further review, our
previous response to comment 40 was incorrect and misstated that certain of
the Company's expenses were paid by the Company's Chief Executive Officer,
Trevor Sali, when in reality, those payments were paid by the Company or
paid by the Company's Chief Executive Officer with Company funds on the
Company's behalf and not paid with Mr. Sali's own funds. As the payments
were made by the Company and not the Company's CEO, there are no related
documents or agreements relating to such payments.
MINERAL RIGHTS
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6) We have filed as Exhibit 10.1, the Bill of Sale relating to our purchase of
the Lucky Todd Claims. The Company does not believe there are any other
material agreements relating to the Company's claims, which have not been
filed as exhibits to our amended Form SB-2 Filing.
7) As the references to "mineral values" and "known mineral zones" were based
on "grab" and "dump" samples, we have removed all references to these items
pursuant to your previous comment 32. Additionally, we have removed the
previous language in our risk factor entitled "Our property has not
produced any commercial reserves or ore body, and the probability of such
property producing any commercially viable reserves in the future is
remote" which related to our "encouraging results" and instead added the
following language:
"Until further exploration activities can be conducted, there can be
no assurance that a commercially mineable ore body exists on any of our
properties."
SELLING SHAREHOLDERS
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8) The subscription receivable as of October 31, 2005, of $495 related to a
subscriber's check which bounced. The shares were issued to the subscriber
prior to the Company finding out that the check did not clear. The $495
subscription receivable was paid to the Company by the subscriber
subsequent to October 31, 2005, and as such there is currently no
subscription receivable remaining. We have therefore received full
consideration for all shares which we have issued to date and which are
being registered in this Prospectus. As there is no subscription receivable
as of the period ending January 31, 2006, no language has been added to the
amended Form SB-2 relating to this receivable.
PART II
UNDERTAKINGS
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9) We have revised the language under "Undertakings" as you have requested.
SIGNATURES
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10) We have clarified who is signing the Form SB-2 in the capacity of the
Principal Accounting Officer.
EXHIBIT 23.3
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11) We have revised our expert's consent to include a consent to the specific
summary of the expert's report contained in the Form SB-2.
Very truly yours,
/s/ John S. Gillies
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Associate
DAVID M. LOEV, ATTORNEY AT LAW