DAVID M. LOEV, ATTORNEY AT LAW
2777 ALLEN PARKWAY, SUITE 1000
HOUSTON, TX 77019
TELEPHONE (713) 524-4110
FACSIMILE (713) 524-4122
April 27, 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
Fax: (202) 772-9218
RE: Claron Ventures, Inc.
Amendment No. 2 to Registration Statement on Form SB-2
Filed April 5, 2006
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 April 13,
2006, Claron Ventures, Inc. (the "Company," "we," us") has the following
responses:
INTEREST OF NAMED EXPERTS AND COUNSEL
- ------------------------------------------
1) We have filed the individual consent of Mr. Sookochoff in our amended
filing as you have requested.
DESCRIPTION OF BUSINESS
- -------------------------
2) We have revised the first paragraph of the "Description of Business"
section of the amended filing to disclose and identify the "favorable
treatment for officers and directors" of Nevada corporations as you have
requested.
EXPLORATION WORK
- -----------------
3) Larry Sostad has been in the business of prospecting and exploration work,
on properties similar to the Lucky Todd claims for several years. He sold
us the rights to the Lucky Todd claims, because he did not have the
interest and/or resources to take the prospecting and exploration of these
claims any further. We contracted with Mr. Sostad to perform the
exploration work because he is very familiar with the property and the work
which is needed to be completed. Mr. Sostad retained Mr. Sookochoff to
complete the exploration work on our claims.
The relationship between the Company, Mr. Sali the Chief Executive
Officer of the Company, Mr. Sostad and Mr. Sookochoff is a business
relationship. Mr. Sali was introduced to Mr. Sostad from a mutual friend in
Vancouver and Mr. Sostad introduced Mr. Sali to Mr. Sookochoff.
MINERAL RIGHTS
- ---------------
4) The bill of sale filed as Exhibit 10.1, is a bill from the "Ministry of
Employment and Investment Energy and Minerals Division Mineral Titles
Branch" of British Columbia, Canada, showing the transfer of each claim for
$10 each, for a total of $20. This $20 fee was included in the $6,000 price
that was paid to Larry Sostad for the purchase of the property. While this
contract is called a "Bill of Sale" this is more of a misnomer as this
document is really evidencing the transfer of the claims, and not the
actual sale of such claims. We have renamed the previously filed "Bill
of Sale" exhibit to "Lucky Todd Claims transfer documentation" and have
filed a copy of the invoice evidencing the $6,000 purchase price as Exhibit
10.3 to the amended filing. Furthermore, we disclosed the $20 CDN payments
relating to the transfer of the claims in the discussion of the $6,000 US
we paid to Mr. Sostad for the claims.
The expiration term of the claims is not something that is shown on
the Bill of Sale document from the Ministry.
5) We have removed all references to previously filed Exhibit 99.1 throughout
the amended filing, as you have requested.
DESCRIPTION OF CAPITAL STOCK
- -------------------------------
6) We have corrected the number of authorized shares of common stock on page
F-1 of the financials as you have requested. The Company has 100,000,000
shares of common stock authorized and 10,000,000 shares of preferred stock
authorized.
PART II
UNDERTAKINGS
- ------------
9) The undertakings required by Item 512(f)(2) have been included under
Section 2, and the undertakings language required by Item 512(g)(2) has
been included under Section 7, as you requested.
Very truly yours,
/s/ John S. Gillies
----------------------
Associate
DAVID M. LOEV, ATTORNEY AT LAW