SEC Company Response from Quincy Energy Corp (CIK 0001092619) — Apr 28, 2005
Quincy Energy Corp (CIK 0001092619)
Date: April 28, 2005 · CIK: 0001092619 · Accession: 0001137171-05-000641
AI Filing Summary & Sentiment
File numbers found in text: 333-122301
Letter
United States Securities and Exchange Commission Division of Corporate Finance Re: Quincy Gold Corp. (the “Company”) Form SB-2 filed on January 26, 2005 File No. 333-122301
Dear Mr. Schwall:
As you requested in your facsimile transmitted letter, dated February 28, 2005, I have outlined below the Company’s responses, with each response keyed to the comments as well as including a “highlighted” or “redlined” copy of each of the reports referenced above:
Selling Shareholders, page 9
1.
Please provide further description of the underlying private placement transactions. For example, disclose your use of proceeds from those private placements.
As requested, changes have been made to the registration statement by including a table detailing the use of proceeds from the private placements.
2.
Indicate the natural persons who exercise voting and/or dispositive powers with respect to the shares held by non-persons. See Exchange Act Rule 13d-3; Interpretation I.60 of the July 1997 manual of publicly available CF telephone interpretations, as well as interpretation 4S of the Regulation S-K portion of the March 1999 supplement to the CF telephone interpretation manual. See also Rule 13d-3 under the Exchange Act.
As requested by Staff, the disclosure has been amended to reflect the natural persons who exercise voting and/or dispositive powers with respect to the shares held by non-persons (to the knowledge of the Registrant), except where the non-person is a publicly held entity.
H. Roger Schwall
April 27, 2005
Page 2
3.
Is any selling shareholder a registered broker-dealer or affiliate of a registered broker-dealer? If so, please confirm to us on a supplemental basis that the securityholder purchased the securities you are registering on its behalf in the ordinary course of business, and at the time of the purchase of the securities to be resold, the security holder had no agreement or understandings, directly or indirectly, with any party to distribute the securities. Otherwise, identify the reselling securityholder as an underwriter. We may have additional comments.
The Registrant has informed me that none of the selling shareholders are registered U.S. broker-dealers or affiliates of a registered U.S. broker-dealer. Kingsdale Capital Markets Inc., is a registered underwriter based in Toronto, Canada and a member of the Toronto Stock Exchange. However, Kingsdale Capital Markets Inc., is not registered as a broker-dealer in the United States.
Exhibit, page 63
4.
It appears that the exhibit list is incorrect. For example, Exhibit 23.2 lists Sellers and Andersen, L.L.C. as your accountant, but the consent is signed by Madsen & Associates, CAP’s Inc. Please revise.
As requested by Staff, the requested change has been made to the list of exhibits in the registration statement
Please contact me if you require any further information.
Very truly yours,
CHARLES A. CLEVELAND, P.S.
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CORRESP 1 filename1.htm Quincy response letter to SEC April 27, 2005 Mr. H. Roger Schwall Assistant Director United States Securities and Exchange Commission Division of Corporate Finance 450 Fifth Street, N.W. Mail Stop 4-8 Washington, D.C. 20549-0405 Re: Quincy Gold Corp. (the “Company”) Form SB-2 filed on January 26, 2005 File No. 333-122301 Dear Mr. Schwall: As you requested in your facsimile transmitted letter, dated February 28, 2005, I have outlined below the Company’s responses, with each response keyed to the comments as well as including a “highlighted” or “redlined” copy of each of the reports referenced above: Selling Shareholders, page 9 1. Please provide further description of the underlying private placement transactions. For example, disclose your use of proceeds from those private placements. As requested, changes have been made to the registration statement by including a table detailing the use of proceeds from the private placements. 2. Indicate the natural persons who exercise voting and/or dispositive powers with respect to the shares held by non-persons. See Exchange Act Rule 13d-3; Interpretation I.60 of the July 1997 manual of publicly available CF telephone interpretations, as well as interpretation 4S of the Regulation S-K portion of the March 1999 supplement to the CF telephone interpretation manual. See also Rule 13d-3 under the Exchange Act. As requested by Staff, the disclosure has been amended to reflect the natural persons who exercise voting and/or dispositive powers with respect to the shares held by non-persons (to the knowledge of the Registrant), except where the non-person is a publicly held entity. H. Roger Schwall April 27, 2005 Page 2 3. Is any selling shareholder a registered broker-dealer or affiliate of a registered broker-dealer? If so, please confirm to us on a supplemental basis that the securityholder purchased the securities you are registering on its behalf in the ordinary course of business, and at the time of the purchase of the securities to be resold, the security holder had no agreement or understandings, directly or indirectly, with any party to distribute the securities. Otherwise, identify the reselling securityholder as an underwriter. We may have additional comments. The Registrant has informed me that none of the selling shareholders are registered U.S. broker-dealers or affiliates of a registered U.S. broker-dealer. Kingsdale Capital Markets Inc., is a registered underwriter based in Toronto, Canada and a member of the Toronto Stock Exchange. However, Kingsdale Capital Markets Inc., is not registered as a broker-dealer in the United States. Exhibit, page 63 4. It appears that the exhibit list is incorrect. For example, Exhibit 23.2 lists Sellers and Andersen, L.L.C. as your accountant, but the consent is signed by Madsen & Associates, CAP’s Inc. Please revise. As requested by Staff, the requested change has been made to the list of exhibits in the registration statement Please contact me if you require any further information. Very truly yours, CHARLES A. CLEVELAND, P.S. By: /s/ Charles A. Cleveland Charles A. Cleveland cc: Quincy Gold Corp.