SEC Comment Letter for CORAL GOLD RESOURCES, LTD. (CIK 0000813639) — Jan 31, 2005
CORAL GOLD RESOURCES, LTD. (CIK 0000813639)
Date: Jan. 31, 2005 · CIK: 0000813639 · Accession: 0000000000-05-004805
AI Filing Summary & Sentiment
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATION FINANCE
January 31, 2005
via U.S. mail via facsimile
Matt Wayrynen Matt Wayrynen
Chief Executive Officer and Chief Executive
Officer
and
Principal Financial Officer Principal Financial
Officer
Coral Gold Corp. (604) 682-3600
455 Granville Street, Suite 400
Vancouver, British Columbia V6C 1T1
Canada
Re: Coral Gold Corp.
Form 20-F filed August 16, 2004
File No. 0-15688
Dear Mr. Wayrynen:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 20-F filed August 16, 2004
Accounting Comments
Information on the Company
Business Overview
1. Revise your disclosures here and throughout your filing to omit
representations that your business activities include the
development
of mineral properties. It appears that you are only engaged in
exploration activities.
Norma Sass and Ruf Claims
2. Revise your filing to disclose whether Goldfranchise incurred
US$100,000 on or before December 4, 2003, for exploration work at
this property, and whether it has paid you 33-1/3% of all annual
land
fees, taxes and advance royalties required to keep the claims in
good
condition. Supplementally, tell us how you have accounted for
Goldfranchise`s share of these expenses and the accounting
literature
you have followed for Canadian and U.S. GAAP to record these
shared
expenses.
Operating and Financial Review and Prospects
Disclosure for Venture Issuers Without Significant Revenue
3. You indicate in your chart that you have capitalized
exploration
and development costs. Tell us what development activities you
have
engaged in, or remove the word "development" from your chart.
4. Expand your disclosures to describe how you calculate "Material
costs."
Quantitative and Qualitative Disclosures About Market Risk
5. We are unable to concur that this section is inapplicable to
you.
It appears that you have experienced significant foreign currency
exchange rate risk and that commodity price risk may be a
significant
factor in your future ability to establish gold reserves. Please
refer to the instructions for Item 11 and revise your filing to
include the appropriate disclosures.
Financial Statements
General
6. We note that your auditor, Ellis Foster, is not registered with
the Public Company Accounting Oversight Board (PCAOB). Please be
advised that future audit reports must be signed by an independent
accountant who is registered with the PCAOB. Additionally, we
note
that all of your mining options are located in the United States.
Therefore, we would expect that future financial statements will
be
audited by a certified public accountant licensed in the United
States. Also consider whether you should be filing forms
applicable
to U.S. filers.
7. Parenthetically disclose at the top of each of your financial
statements that you are an exploration stage company.
Consolidated Balance Sheets
8. Explain to us why you have not recorded a liability for
reclamation activities that you are required to perform. Tell us
how
your accounting policies in this regard comply with the applicable
accounting literature for Canadian and U.S. GAAP.
Consolidated Statements of Operations and Deficit
9. Add a column for expenses incurred from inception to date.
Refer
to FAS 7 for U.S. GAAP and AcG-11 for Canadian GAAP.
10. We note that your loss in fiscal 2004 of $753,596, divided by
weighted average number of common shares outstanding of
36,863,984,
would indicate a loss of $0.02 per share. Please tell us why you
present a loss of $0.03 per share.
Note 5 - Equipment
11. Explain to us with detail your accounting polices for
depreciating your computer hardware and equipment. We note that
you
have only amortized $684 thus far for computer hardware that cost
$5,926, and that you have amortized nothing for equipment that
cost
$436.
Note 14 - Differences Between Canadian and United States Generally
Accepted Accounting Principles
12. Explain why your reconciliation does not entirely eliminate
your
mineral property assets for purposes of U.S. GAAP reporting. For
example, your Canadian GAAP balance sheet indicates mineral
properties valued at $7,574,347 for fiscal 2004, but for U.S. GAAP
purposes you are eliminating only $6,772,388.
Other
13. We note that your operating results for the quarter ended
April
30, 2004, were furnished to us on Form 6-K on October 6, 2004, and
that your results for the quarter ended July 31, 2004, were
furnished
on October 7, 2004. Be advised that the instructions for Form 6-K
require that the materials "be furnished promptly after the
material
contained in the report is made public..."
Engineering Comments
General
14. Provide page numbers to improve ease of use of the document.
Page numbers used here refer to the page number supplied by EDGAR
when it is printed out.
15. This document contains far too much detailed technical and
other
information, which tends to obscure what is important to the
average
investor. Replace significant amounts of your current disclosure
with summaries of the information. Eliminate extraneous detail.
* Present information in clear, concise sections, paragraphs and
sentences easily understandable to the average reader.
* Whenever possible, use short explanatory sentences and bullet
lists.
* Avoid highly technical terminology.
* Use descriptive headings and subheadings.
* Minimize repetitive disclosure that increases the size of the
document but does not enhance the quality of the information.
16. The words "development" and "production" have very specific
meanings under Industry Guide 7(a)(4), (see
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.
They reference the "development stage" when companies are engaged
in
preparing reserves for production, and "production stage" when
companies are engaged in commercial-scale, profit-oriented
extraction
of minerals. If you do not have any "reserves," as defined by
Guide
7, please remove the terms "develop," "development" or
"production"
throughout the document, and replace them, as needed, with the
terms
"explore" or "exploration." This includes the using of the terms
in
the Financial Statement headnotes and footnotes, see Instruction 1
to
paragraph (a), Industry Guide 7.
17. Insert a small-scale map showing the location and access to
your
property. Note that SEC`s EDGAR program now accepts digital maps;
so
please include these in any future amendments that are filed on
EDGAR. It is relatively easy to include automatic links at the
appropriate locations within the document to GIF or JPEG files,
which
will allow the figures and/or diagrams to appear in the right
location when the document is viewed on the Internet. For more
information, please consult the EDGAR manual, and if you need
addition assistance, please call Filer Support at 202-942-8900.
Otherwise provide the map to the engineering staff for our review.
18. You make references to mines and other mineral properties that
exist in the area of your property. This may misguide investors
into
inferring that your property may have commercial mineralization,
because of its proximity to these mines and properties. Remove
information about mines, prospects or companies operating in or
near
to your property. Focus your disclosure on your property.
Glossary, page 3
19. You utilize a significant amount of technical terminology that
the average investor probably is not familiar with. Revise your
filing to define technical words through the context of your
discussion as much as possible. Provide definitions to the
glossary
for words that cannot be adequately defined in the text. Include
in
a glossary only those geologic or technical terms not understood
by
the average investor that cannot be defined in the text.
20. You disclose definitions for the three categories of mineral
resources, mineral resources, and proven and probable reserves.
Unless you use a term in the filing remove the term with its
definition.
Risk Factors, page 9
21. As you are an exploration stage company as defined by Industry
Guide 7, provide risk factors that address risks to investors that
are found in your business.
22. Your risk factors focus on aspects that relate to projects in
the
"production stage" as defined by Industry Guide 7. Rather than
including discussions related to mining operations that will not
apply to you unless and until you have an operating mine, include
in
one new risk factor a concise discussion that makes clear that you
have no ongoing mining operations of any kind. And then briefly
discuss risks that would apply if you ever commenced actual mining
operations. However, if your business approach does not include
entry into the mine management business, please delete any risk
factor or other disclosure that could suggest otherwise.
Business Overview, page 10
23. Early in this section, you should indicate that you are an
exploration stage company and that there is no assurance that a
commercially viable mineral deposit exists on any of your
properties,
and that further exploration will be required before a final
evaluation as to the economic and legal feasibility is determined.
See Industry Guide 7(a) (4).
24. Focus your disclosure on the material information about your
business characteristics. Replace highly detailed information
with
narrative that summarized the material aspects of your business.
History and Exploration, page 16
25. In your section, you discuss historic production in the
district.
Focus your discussion on describing your properties
characteristics.
Remove references to production outside of your properties.
26. With the passage of National Instrument 43-101 into law, your
disclosure using non-Commission reserve definitions and "resource"
estimates is allowed for Canadian incorporated companies under the
exception in Instruction 3 to Paragraph (b)(5) of Industry Guide
7.
Disclose your measured and indicated resources separately from
your
inferred resources, using separate tables and narratives.
Resources
should only be reported as "in place" tonnage and grade, and
should
not be disclosed as units of product, such as ounces of gold or
pounds of copper. The relative quality, reliability and risk
associated with each group of estimates must be clearly
distinguished
and conveyed to the average non-technical reader.
Before any Measured and Indicated Resource table, insert the
following including the indenting and bolding:
Cautionary Note to U.S. Investors concerning estimates of Measured
and Indicated Resources
This section uses the terms "measured" and "indicated resources."
We
advise U.S. investors that while those terms are recognized and
required by Canadian regulations, the U.S. Securities and Exchange
Commission does not recognize them. U.S. investors are cautioned
not
to assume that any part or all of mineral deposits in these
categories will ever be converted into reserves.
Before the Inferred Resource table, insert the following including
the indenting and bolding:
Cautionary Note to U.S. Investors concerning estimates of Inferred
Resources
This section uses the term "inferred resources." We advise U.S.
investors that while this term is recognized and required by
Canadian
regulations, the U.S. Securities and Exchange Commission does not
recognize it. "Inferred resources" have a great amount of
uncertainty
as to their existence, and great uncertainty as to their economic
and
legal feasibility. It cannot be assumed that all or any part of
an
Inferred Mineral Resource will ever be upgraded to a higher
category.
Under Canadian rules, estimates of Inferred Mineral Resources may
not
form the basis of feasibility or prefeasibility studies, except in
rare cases. U.S. investors are cautioned not to assume that part
or
all of an inferred resource exists, or is economically or legally
minable.
27. We note that you disclose mineral resource and reserve (?)
estimates made before the passage of N.I. 43-101. Remove any
mineral
resource and reserve estimates that do not meet the requirements
of
N.I. 43-101.
28. You have included a significant amount of very detailed
descriptive material in this section, the geologic setting and
deposits types and mineralization discussions on pages 18 through
35.
Industry Guide 7 specifically requires that "brief" descriptions
of
this information be disclosed. Remove most of these descriptive
materials, briefly summarize the material, and focus you
disclosure
on the material information that the average investor would look
at.
29. In the "Porphyry Zone" section on page 21, you disclose a
figure
for "historical reserves." Please remove any historical reserve
estimates that do not meet current standards.
Financial Statements, page 56
30. You disclose about $7.5 million for mineral property assets.
Supplementally provide a detailed breakdown of the basis for those
assets.
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.
You may contact Sandy Eisen at 202-942-1805 or Kimberly
Calder
at 202-942-1879 if you have questions regarding comments on the
financial statements and related matters. Please contact Roger
Baer
at 202-942-2965 regarding engineering comments. Please contact me
at
202