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SEC Comment Letter for TORRENT ENERGY CORP (CIK 0000859747) — Apr 27, 2005

TORRENT ENERGY CORP (CIK 0000859747)
Date: April 27, 2005 · CIK: 0000859747 · Accession: 0000000000-05-020566

AI Filing Summary & Sentiment

File numbers found in text: 333-123674

Date
April 27, 2005
Author
H. Roger Schwall
Form
UPLOAD
Company
TORRENT ENERGY CORP (CIK 0000859747)

Letter

April 27, 2005 via U.S. Mail Mark Gustafson President and Principal Executive Officer Torrent Energy Corporation 600-666 Burrard Street Vancouver, British Columbia CANADA V6C 2X8

Re: Torrent Energy Corporation Form SB-2 filed March 30, 2005 File No. 333-123674

Dear Mr. Gustafson:

We have reviewed the above filing and have the following comments. We have limited our review to the areas commented on below. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comments are inapplicable or revision is unnecessary. Please be as detailed as necessary in your explanation.

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 on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.

SB-2 Selling Stockholders, page 32 1. Please identify any selling stockholders who are registered broker-dealers or affiliates of registered broker-dealers. If you determine that any selling stockholder is a registered broker- dealer, please revise your disclosure to indicate that such selling stockholder is an underwriter, unless such selling stockholder received its shares as compensation for underwriting activities. With respect to any affiliate of a registered broker-dealer, please disclose, if true, that such selling stockholder acquired its shares in the ordinary course of business and at the time of the acquisition did not have any arrangements or understandings with any person to distribute the securities. If not, you must indicate that such selling stockholder is, versus "may be", an underwriter. Closing Comments As appropriate, please respond to this letter within 10 business days or tell us when you will provide us with a response. Detailed cover letters greatly facilitate our review. Please file your cover letter on EDGAR. Please understand that we may have additional comments after reviewing your response to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings 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.

Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that

* should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; * the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and * the company may not assert this action 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 connection with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.

Please direct all questions relating to the above comments to Mellissa Campbell Duru, at (202) 942-1930, or in her absence, to the undersigned at 202-942-1870. Direct all correspondence to the following ZIP code: 20549-0405.

Sincerely,
H. Roger Schwall
Assistant Director

Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
April 27, 2005
via U.S. Mail

Mark Gustafson
President and Principal Executive Officer
Torrent Energy Corporation
600-666 Burrard Street
Vancouver, British Columbia
CANADA V6C 2X8

Re:	Torrent Energy Corporation
		Form SB-2 filed March 30, 2005
      File No. 333-123674

Dear Mr. Gustafson:

      We have reviewed the above filing and have the following
comments.  We have limited our review to the areas commented on
below.  Where indicated, we think you should revise your documents
in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comments are inapplicable or revision is
unnecessary.  Please be as detailed as necessary in your
explanation.

	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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

SB-2
Selling Stockholders, page 32
1. Please identify any selling stockholders who are registered
broker-dealers or affiliates of registered broker-dealers.  If you
determine that any selling stockholder is a registered broker-
dealer,
please revise your disclosure to indicate that such selling
stockholder is an underwriter, unless such selling stockholder
received its shares as compensation for underwriting activities.
With respect to any affiliate of a registered broker-dealer,
please
disclose, if true, that such selling stockholder acquired its
shares
in the ordinary course of business and at the time of the
acquisition
did not have any arrangements or understandings with any person to
distribute the securities.  If not, you must indicate that such
selling stockholder is, versus "may be", an underwriter.
Closing Comments
	As appropriate, please respond to this letter within 10
business
days or tell us when you will provide us with a response.
Detailed
cover letters greatly facilitate our review.  Please file your
cover
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your response to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	Please direct all questions relating to the above comments to
Mellissa Campbell Duru, at (202) 942-1930, or in her absence, to
the
undersigned at 202-942-1870.  Direct all correspondence to the
following ZIP code:  20549-0405.

							Sincerely,

						H. Roger Schwall
							Assistant Director

cc: 	via facsimile
	Bernard Pinsky, Esq.
	Clark Wilson LLP
	604-687-6314 (fax)

      T.Richter
      M.Duru
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Torrent Energy Corp.
April 27, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>