SEC Company Response from CORAL GOLD RESOURCES, LTD. (CIK 0000813639) — Feb 28, 2005
CORAL GOLD RESOURCES, LTD. (CIK 0000813639)
Date: Feb. 28, 2005 · CIK: 0000813639 · Accession: 0001001277-05-000143
AI Filing Summary & Sentiment
Letter
CORAL GOLD RESOURCES, LTD CORPORATE OFFICE 400-455 Granville Street Vancouver, BC V6C 1T1 Phone: 604-682-3701 Fax: 604-682-3600 -------------------------------------------------------------------------------- Web: www.coralgold.com Email: Investor-relations@coralgold.com -------------------------------------------------------------------------------- February 24, 2005 Via Edgar --------- H. Roger Schwall Assistant Director U.S. Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, NW Washington, D.C. 20549-0405
Re: Coral Gold Corp. Form 20-F filed August 16, 2004 File No. 0-15688 -------------------------------
Dear Mr. Schwall:
On behalf of Coral Gold Resources, Ltd. (formerly known as Coral Gold Corp.)(the "Company"), the Company is responding to the Staff's January 31, 2005 letter issued in connection with its Form 20-F for the fiscal year ended January 31, 2004 ("Form 20-F"). The Company has filed an amendment to the Form 20-F in response to the Staff's comment letter and to update additional information. Marked copies of the amended Form 20-F to mark changes made therein is being supplementally submitted to Sandy Eisen, Kimberly Calder and Roger Baerr of the Staff's for their convenience. Our responses in this letter will be provided in the order in which the Staff's January 31, 2005 comment letter. Capitalized letters used in this letter will have the same meaning ascribed to them in the Form 20-F.
Accounting Comments
Information on the Company --------------------------
Business Overview -----------------
1. In response to the Staff's comment, the Company revised its Form 20-F to omit representation that is business activities include the development of mineral properties. See pages 7 and 9.
2. In response to the Staff's comment, the Company revised its Form 20-F to disclose that option with Goldfranchise has been terminated. See pages 8 and 16.
Operating and Financial Review and Prospects --------------------------------------------
Disclosure for Venture Issuers Without Significant Revenue ----------------------------------------------------------
3. In response to the Staff's comments, the Company deleted the disclosures related to "Disclosure for Venture Issuers without Significant Revenue" and "Summary of Quarterly Results" since such disclosures were made to comply with the requirements under the British Columbia Securities Act and not under the Form 20-F. See page 19.
4. In response to the Staff's comments, the Company deleted the disclosures related to "Disclosure for Venture Issuers without Significant Revenue" and "Summary of Quarterly Results" since such disclosures were made to comply with the requirements under the British Columbia Securities Act and <PAGE> February 24, 2005 Page 2
not under the Form 20-F. See page 19. In addition the term "Material costs" is calculated under guidelines set forth in the British Columbia Securities Act.
Quantitative and Qualitative Disclosures About Market Risk ----------------------------------------------------------
5. The Company does not believe that Item 11 is applicable to the Company since the Company is deemed to be a "small business issuer" as defined in Rule 12b-2 of the Exchange Act. Instructions to Item 11(e) provides that small business issuers "need not provide the information required by this Item 11, whether or not they file on forms specially designated as small business issuer forms." However, in response the Staff's comments, the Company revised its Item 11 disclosure to include a discussion regarding foreign currency exchange rate risk. See pages 6, 40 and 41.
Financial Statements --------------------
6. Ellis Foster is registered with the Public Accounting Oversight Board (PCAOB) under the name of Moore Stephens-Ellis Foster, the firm name within its international affiliation. As the Company's primary filing jurisdiction is Canada, the filing was done under the name Ellis Foster. In the future, the financial statements will be issued in the name of Moore Stephens-Ellis Foster. In addition, the Company will continually monitor if it still falls within the definition of a "foreign private issuer" as defined in Rule 3b-4 and whether it should be filing forms applicable to U.S. filers.
7. The Company has noted the Staff's comment and, in future filings, the Company will consider whether it will need to parenthetically disclose at the top of each of the Company's financial statements that it is an exploration stage company.
Supplementally, when the Company ceased production in 1989 and the heap leach pad was put on care and maintenance, the Company planned to re-open the mine once the economic conditions improved. At that time the Company believed it was only a matter of time when the mine would become operational again.
Attempts were made to improve the technical capabilities of the sight and all funding came from outside sources. At no time did the Company actively explore these properties subsequent to ceasing production. From 1990 to 1996, Amax funded the exploration and produced a bankable feasibility study. From 1998 to1999, Cortez Gold Mines funded further exploration. In 1999-2000, Levon Resources funded the exploration. In 1999, the Company entered into an option agreement to purchase a 25% interest in certain mining claims including the Bralorne-Pioneer Gold Mine located in Bralorne, British Columbia. The purpose of the venture was to refurbish the mill and re-open the mine. In 2002, the Company terminated the Bralorne-Pioneer Gold Mine option. In 2003, the Company funded its first exploration program since production ceased. It was not until mid 2004 that the Board of Directors considered the possibility of permanently closing the heap leach pad.
The Company's movement to an exploration stage was a gradual, unforeseen, progression which was the basis for treating the Company as an operating company. In January 2003, the Company incurred exploration costs since ceasing production. The costs were approximately $133,000 and were on a drilling program in Nevada to confirm previous results supplied by third parties.
8. In conjunction with negotiations with the U.S. Department of the Interior, Bureau of Land Management, the Company has placed as security a bond in the amount of US$406,000 as coverage for surface reclamation of its property interests. See pages 7 and 11.
<PAGE> February 24, 2005 Page 3
This amount has been segregated in the financial statements and reported on the balance sheet as reclamation deposits. It is believed that the security will be sufficient to cover estimated costs of reclamation at January 31, 2004.
The parameters required to assess the asset retirement obligations are not available at this time as the Company is currently in the process of assessing the potential life remaining at the site. Additional attempts will be made to evaluate the property and to provide the necessary information to do so.
9. The Company has noted the Staff's comment. Supplementally, as indicated in the Company's response to number 7, the Company's movement to an exploration stage was a gradual, unforeseen, progression which was the basis for treating the Company as an operating company. In future filings, the Company will add a column for expenses incurred.
10. It appears that there were some late adjustments which have been overlooked at the time of calculating the EPS for the fiscal year 2004. EPS/Loss per share for fiscal year 2004 should be $(0.02). See pages 3 and 19.
Note 5 - Equipment ------------------
11. The Company purchased some computer hardware and sundry equipment late during the fiscal year. It was the Company belief that to claim a full year amortization would not be a reasonable option. The position was taken to reduce the claim to more accurately reflect that portion of the assets economic life which had been consumed. Management's policy is to charge to operations amounts sufficient to allocate costs over the estimated useful life of the asset involved.
Note 14 - Difference Between Canadian and United States Generally Accepted -------------------------------------------------------------------------------- Accounting Principles ---------------------
12. Those amounts included acquisition costs associated with the Robertson Property, which was a producing property.
Other -----
13. The Company has noted the Staff's comment and, in the future, the Company will promptly furnish materials on Form 6-K.
Engineering Comments
General -------
14. The Company has noted the Staff's comment and the Company has inserted page numbers in the EDGAR prepared Form 20-F/A. In the future, the Company will review future filings to ensure page numbers are included throughout the document and manually insert missing numbers that are not converted in the EDGAR preparation of documents.
15 In response to the Staff's comment, the Company has revised Item 4 - Information on the Company to reduce and replace the amount of detailed technical and other information with summaries.
16. The Company has noted the Staff's comment and, in future filings, the Company will continually assess whether they are an exploration stage, development stage or production stage company, and will only use such words "development" and "production" when appropriate. <PAGE> February 24, 2005 Page 4
17. The Company has noted the Staff's comments and, in future filings, the Company will include a small-scale maps showing the location and access to its properties. Supplementally, the Company will submit a copy of the small-scale maps showing the location and access to the Company's properties to the Staff for review.
18. In response to the Staff's comment, the Company has removed, to the extent possible, reference about mines, prospects or companies operating in or near the Company's properties. See pages 12 and 13.
Glossary, page 3 ----------------
19. In response to the Staff's comment, the Company removed certain definition in the glossary and, to the extent possible, defined technical words through context and discussion. See page 1.
20. In response to the Staff's comment, the Company removed from its From 20-F the various category of mineral resources, mineral resources and proven and probable reserves. See page 1.
Risk Factors, page 9 --------------------
21. In response to the Staff's comments, the Company revised the risk factors as it related to an exploration stage company. See pages 5 and 6.
22. In response to the Staff's comments, the Company eliminated general discussions relating to mining operations and included one risk factor to briefly discuss risk related to the mining industry in general. See pages 5 and 6.
Business Overview, page 10 --------------------------
23. In response to the Staff's comment, the Company revised its disclosure to clearly state that it is presently an exploration stage company and has not yet determined whether its mineral properties contain ore reserves that are economically recoverable. See page 7.
24. In response to the Staff's comment, the Company revised its disclosure to discuss material information relating to the Company's business. See page 7.
History and Exploration, page 16 --------------------------------
25. In response to the Staff's comment, the Company revised its disclosure to focus more on the historic exploration activities on its own properties and to remove references to production outside of the Company's properties. See pages 12 and 13.
26. The Company has noted the Staff's comments and revised its disclosures accordingly. Specifically, the Company removed reference as to the unit of product and included the required cautionary note before its indicated resource table. The Company does not have an inferred resource table and did not provide the cautionary note for such table. See page 15.
27. In response to the Staff's comment, the Company has removed disclosures containing any mineral resource and reserve estimate that do not meet the requirements of N.I. 43-101. See pages 12-15.
<PAGE> February 23, 2005 Page 5
28. In response to the Staff's comment, the Company revised the disclosures to remove the descriptive materials and briefly summarized certain aspect of the characteristics of the Company's properties. See pages 10-14.
29. In response to the Staff's comments, the Company removed figures for "historical reserves" that do not meet current standards. See pages 12-15.
30. Supplementally, as indicated in the Company's response to number 7, when the Company ceased production in 1989 and the heap leach pad was put on care and maintenance, the Company planned to re-open the mine once the economic conditions improved. At that time the Company believed it was only a matter of time when the mine would become operational again. It was not until mid 2004 that the Board of Directors considered the possibility of permanently closing the heap leach pad. As such, the Company did not write down the mineral properties. The Company will evaluate its assets and determine whether it should be written down. In January 2003, the Company incurred exploration costs since ceasing production. The costs were approximately $133,000 and were on a drilling program in Nevada to confirm previous results supplied by third parties.
During our review of the Form 20-F, the Company discovered that it inadvertently omitted pages F-5 and F-6, the Consolidated Statements of Mineral Properties, of its Audited Financial Statements which are part of the Form 20-F. In addition, the Company noticed that during the Edgar conversion of its Form 20-F, certain numbers were inadvertently omitted in Notes 5, 9(b), 12, and 14 to its Audited Financial Statements. The Company has corrected Notes 5, 9(b), 12, and 14, and included the Consolidated Statements of Mineral Properties to its Audited Financial Statements filed with the amended Form 20-F.
In addition, the Company hereby acknowledges that:
o The Company is responsible for the adequacy and accuracy of the disclosure in the filing;
o Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing;
Show Raw Text
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<TEXT>
CORAL GOLD RESOURCES, LTD CORPORATE OFFICE
400-455 Granville Street
Vancouver, BC V6C 1T1
Phone: 604-682-3701
Fax: 604-682-3600
--------------------------------------------------------------------------------
Web: www.coralgold.com
Email: Investor-relations@coralgold.com
--------------------------------------------------------------------------------
February 24, 2005
Via Edgar
---------
H. Roger Schwall
Assistant Director
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, NW
Washington, D.C. 20549-0405
Re: Coral Gold Corp.
Form 20-F filed August 16, 2004
File No. 0-15688
-------------------------------
Dear Mr. Schwall:
On behalf of Coral Gold Resources, Ltd. (formerly known as Coral Gold
Corp.)(the "Company"), the Company is responding to the Staff's January 31, 2005
letter issued in connection with its Form 20-F for the fiscal year ended January
31, 2004 ("Form 20-F"). The Company has filed an amendment to the Form 20-F in
response to the Staff's comment letter and to update additional information.
Marked copies of the amended Form 20-F to mark changes made therein is being
supplementally submitted to Sandy Eisen, Kimberly Calder and Roger Baerr of the
Staff's for their convenience. Our responses in this letter will be provided in
the order in which the Staff's January 31, 2005 comment letter. Capitalized
letters used in this letter will have the same meaning ascribed to them in the
Form 20-F.
Accounting Comments
Information on the Company
--------------------------
Business Overview
-----------------
1. In response to the Staff's comment, the Company revised its Form 20-F to
omit representation that is business activities include the development of
mineral properties. See pages 7 and 9.
2. In response to the Staff's comment, the Company revised its Form 20-F to
disclose that option with Goldfranchise has been terminated. See pages 8
and 16.
Operating and Financial Review and Prospects
--------------------------------------------
Disclosure for Venture Issuers Without Significant Revenue
----------------------------------------------------------
3. In response to the Staff's comments, the Company deleted the disclosures
related to "Disclosure for Venture Issuers without Significant Revenue" and
"Summary of Quarterly Results" since such disclosures were made to comply
with the requirements under the British Columbia Securities Act and not
under the Form 20-F. See page 19.
4. In response to the Staff's comments, the Company deleted the disclosures
related to "Disclosure for Venture Issuers without Significant Revenue" and
"Summary of Quarterly Results" since such disclosures were made to comply
with the requirements under the British Columbia Securities Act and
<PAGE>
February 24, 2005
Page 2
not under the Form 20-F. See page 19. In addition the term "Material costs"
is calculated under guidelines set forth in the British Columbia Securities
Act.
Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
5. The Company does not believe that Item 11 is applicable to the Company
since the Company is deemed to be a "small business issuer" as defined in
Rule 12b-2 of the Exchange Act. Instructions to Item 11(e) provides that
small business issuers "need not provide the information required by this
Item 11, whether or not they file on forms specially designated as small
business issuer forms." However, in response the Staff's comments, the
Company revised its Item 11 disclosure to include a discussion regarding
foreign currency exchange rate risk. See pages 6, 40 and 41.
Financial Statements
--------------------
6. Ellis Foster is registered with the Public Accounting Oversight Board
(PCAOB) under the name of Moore Stephens-Ellis Foster, the firm name within
its international affiliation. As the Company's primary filing jurisdiction
is Canada, the filing was done under the name Ellis Foster. In the future,
the financial statements will be issued in the name of Moore Stephens-Ellis
Foster. In addition, the Company will continually monitor if it still falls
within the definition of a "foreign private issuer" as defined in Rule 3b-4
and whether it should be filing forms applicable to U.S. filers.
7. The Company has noted the Staff's comment and, in future filings, the
Company will consider whether it will need to parenthetically disclose at
the top of each of the Company's financial statements that it is an
exploration stage company.
Supplementally, when the Company ceased production in 1989 and the heap
leach pad was put on care and maintenance, the Company planned to re-open
the mine once the economic conditions improved. At that time the Company
believed it was only a matter of time when the mine would become
operational again.
Attempts were made to improve the technical capabilities of the sight and
all funding came from outside sources. At no time did the Company actively
explore these properties subsequent to ceasing production. From 1990 to
1996, Amax funded the exploration and produced a bankable feasibility
study. From 1998 to1999, Cortez Gold Mines funded further exploration. In
1999-2000, Levon Resources funded the exploration. In 1999, the Company
entered into an option agreement to purchase a 25% interest in certain
mining claims including the Bralorne-Pioneer Gold Mine located in Bralorne,
British Columbia. The purpose of the venture was to refurbish the mill and
re-open the mine. In 2002, the Company terminated the Bralorne-Pioneer Gold
Mine option. In 2003, the Company funded its first exploration program
since production ceased. It was not until mid 2004 that the Board of
Directors considered the possibility of permanently closing the heap leach
pad.
The Company's movement to an exploration stage was a gradual, unforeseen,
progression which was the basis for treating the Company as an operating
company. In January 2003, the Company incurred exploration costs since
ceasing production. The costs were approximately $133,000 and were on a
drilling program in Nevada to confirm previous results supplied by third
parties.
8. In conjunction with negotiations with the U.S. Department of the Interior,
Bureau of Land Management, the Company has placed as security a bond in the
amount of US$406,000 as coverage for surface reclamation of its property
interests. See pages 7 and 11.
<PAGE>
February 24, 2005
Page 3
This amount has been segregated in the financial statements and reported on
the balance sheet as reclamation deposits. It is believed that the security
will be sufficient to cover estimated costs of reclamation at January 31,
2004.
The parameters required to assess the asset retirement obligations are not
available at this time as the Company is currently in the process of
assessing the potential life remaining at the site. Additional attempts
will be made to evaluate the property and to provide the necessary
information to do so.
9. The Company has noted the Staff's comment. Supplementally, as indicated in
the Company's response to number 7, the Company's movement to an
exploration stage was a gradual, unforeseen, progression which was the
basis for treating the Company as an operating company. In future filings,
the Company will add a column for expenses incurred.
10. It appears that there were some late adjustments which have been overlooked
at the time of calculating the EPS for the fiscal year 2004. EPS/Loss per
share for fiscal year 2004 should be $(0.02). See pages 3 and 19.
Note 5 - Equipment
------------------
11. The Company purchased some computer hardware and sundry equipment late
during the fiscal year. It was the Company belief that to claim a full year
amortization would not be a reasonable option. The position was taken to
reduce the claim to more accurately reflect that portion of the assets
economic life which had been consumed. Management's policy is to charge to
operations amounts sufficient to allocate costs over the estimated useful
life of the asset involved.
Note 14 - Difference Between Canadian and United States Generally Accepted
--------------------------------------------------------------------------------
Accounting Principles
---------------------
12. Those amounts included acquisition costs associated with the Robertson
Property, which was a producing property.
Other
-----
13. The Company has noted the Staff's comment and, in the future, the Company
will promptly furnish materials on Form 6-K.
Engineering Comments
General
-------
14. The Company has noted the Staff's comment and the Company has inserted page
numbers in the EDGAR prepared Form 20-F/A. In the future, the Company will
review future filings to ensure page numbers are included throughout the
document and manually insert missing numbers that are not converted in the
EDGAR preparation of documents.
15 In response to the Staff's comment, the Company has revised Item 4 -
Information on the Company to reduce and replace the amount of detailed
technical and other information with summaries.
16. The Company has noted the Staff's comment and, in future filings, the
Company will continually assess whether they are an exploration stage,
development stage or production stage company, and will only use such words
"development" and "production" when appropriate.
<PAGE>
February 24, 2005
Page 4
17. The Company has noted the Staff's comments and, in future filings, the
Company will include a small-scale maps showing the location and access to
its properties. Supplementally, the Company will submit a copy of the
small-scale maps showing the location and access to the Company's
properties to the Staff for review.
18. In response to the Staff's comment, the Company has removed, to the extent
possible, reference about mines, prospects or companies operating in or
near the Company's properties. See pages 12 and 13.
Glossary, page 3
----------------
19. In response to the Staff's comment, the Company removed certain definition
in the glossary and, to the extent possible, defined technical words
through context and discussion. See page 1.
20. In response to the Staff's comment, the Company removed from its From 20-F
the various category of mineral resources, mineral resources and proven and
probable reserves. See page 1.
Risk Factors, page 9
--------------------
21. In response to the Staff's comments, the Company revised the risk factors
as it related to an exploration stage company. See pages 5 and 6.
22. In response to the Staff's comments, the Company eliminated general
discussions relating to mining operations and included one risk factor to
briefly discuss risk related to the mining industry in general. See pages 5
and 6.
Business Overview, page 10
--------------------------
23. In response to the Staff's comment, the Company revised its disclosure to
clearly state that it is presently an exploration stage company and has not
yet determined whether its mineral properties contain ore reserves that are
economically recoverable. See page 7.
24. In response to the Staff's comment, the Company revised its disclosure to
discuss material information relating to the Company's business. See page
7.
History and Exploration, page 16
--------------------------------
25. In response to the Staff's comment, the Company revised its disclosure to
focus more on the historic exploration activities on its own properties and
to remove references to production outside of the Company's properties. See
pages 12 and 13.
26. The Company has noted the Staff's comments and revised its disclosures
accordingly. Specifically, the Company removed reference as to the unit of
product and included the required cautionary note before its indicated
resource table. The Company does not have an inferred resource table and
did not provide the cautionary note for such table. See page 15.
27. In response to the Staff's comment, the Company has removed disclosures
containing any mineral resource and reserve estimate that do not meet the
requirements of N.I. 43-101. See pages 12-15.
<PAGE>
February 23, 2005
Page 5
28. In response to the Staff's comment, the Company revised the disclosures to
remove the descriptive materials and briefly summarized certain aspect of
the characteristics of the Company's properties. See pages 10-14.
29. In response to the Staff's comments, the Company removed figures for
"historical reserves" that do not meet current standards. See pages 12-15.
30. Supplementally, as indicated in the Company's response to number 7, when
the Company ceased production in 1989 and the heap leach pad was put on
care and maintenance, the Company planned to re-open the mine once the
economic conditions improved. At that time the Company believed it was only
a matter of time when the mine would become operational again. It was not
until mid 2004 that the Board of Directors considered the possibility of
permanently closing the heap leach pad. As such, the Company did not write
down the mineral properties. The Company will evaluate its assets and
determine whether it should be written down. In January 2003, the Company
incurred exploration costs since ceasing production. The costs were
approximately $133,000 and were on a drilling program in Nevada to confirm
previous results supplied by third parties.
During our review of the Form 20-F, the Company discovered that it
inadvertently omitted pages F-5 and F-6, the Consolidated Statements of Mineral
Properties, of its Audited Financial Statements which are part of the Form 20-F.
In addition, the Company noticed that during the Edgar conversion of its Form
20-F, certain numbers were inadvertently omitted in Notes 5, 9(b), 12, and 14 to
its Audited Financial Statements. The Company has corrected Notes 5, 9(b), 12,
and 14, and included the Consolidated Statements of Mineral Properties to its
Audited Financial Statements filed with the amended Form 20-F.
In addition, the Company hereby acknowledges that:
o The Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
o Staff comments or changes to disclosures in response to Staff comments
do not foreclose the Commission from taking any action with respect to
the filing;