SEC Company Response from CANWEST PETROLEUM CORP (CIK 0001096791) — Sep 27, 2005
CANWEST PETROLEUM CORP (CIK 0001096791)
Date: Sept. 27, 2005 · CIK: 0001096791 · Accession: 0001144204-05-030057
AI Filing Summary & Sentiment
File numbers found in text: 333-127777
Letter
September 27, 2005 Via Federal Express Mr. Jason Wynn United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010
Re: CanWest Petroleum Corp. Registration State on Form SB-2 Filed August 23, 2005 File No. 333-127777
Dear Mr. Wynn:
CanWest Petroleum Corp (the "Company") has transmitted Amendment No. 1 to its Registration Statement on Form SB-2 for filing pursuant to the Securities Exchange Act of 1934.
This letter is in response to your letter of September 21, 2005 . The Company has provided information in response to your comments as set forth below.
I have enclosed a marked copy of the document for your reference in locating the specific changes to the document you requested. In addition to the changes indicated below, we have updated the SB-2 for information included in the Company's most recent quarterly filing.
General
1. Comment: You indicate that the opinion of counsel will be filed by amendment. Please note that we will need time to review this document. We may have additional comments.
Response: The opinion of counsel has been filed with this Amendment No. 1.
<PAGE> Mr. Jason Wynn September 27, 2005 Page 2
Registration Fee Table
2. Comment: We note in footnote 1 that in addition to the shares set forth in the table, the amount to be registered includes an indeterminate number of shares issuable upon conversion of the convertible notes and exercise of the warrants, as such number may be adjusted as a result of stock splits, stock dividends and similar transactions in accordance with Rule 416. Please confirm that you will register additional shares if the current amount is insufficient upon conversion of the notes.
Response: We confirm that if the current amount of shares is insufficient upon conversion of the notes, the Company will register any additional shares that may be issued upon conversion.
Canwest Petroleum Corporate, page ii
3. Comment: With a view towards possible disclosure, please advise of the following:
The conversion price at which the monthly payments would be made in shares;
Clarify whether the note holders will be able to convert the full balance of the notes they hold if the company elects to make the monthly payment in shares;
Whether any of the first three monthly payments have been deferred. We note that the convertible note was issued in June for a principal amount of $2 million and that the balance is now $1,669,444 and
The due date of the convertible note.
Response: a) The conversion price at which the monthly payments would be made in shares is the lesser of i) $0.60 per share or ii) 70% of the average of the lowest five closing bid prices for the common stock for the ten trading days preceding a conversion date or iii) 135% of the average of the five lowest closing bid prices of the Company's common stock for the ten trading days preceding the effective date of a registration statement registering the underlying shares and warrants for resale.
<PAGE> Mr. Jason Wynn September 27, 2005 Page 3
(b) The noteholders always have the ability to convert the outstanding balance, either in whole or part at the lesser of i) $0.60 per share or ii) 135% of the average of the five lowest closing bid prices of the Company's common stock for the ten trading days preceding the effective date of a registration statement registering the underlying shares and warrants for resale. If the conversion is in connection with the monthly payments, then the conversion price under 3(a) above would apply.
(c) The first two monthly payments were paid in shares and the third month was deferred.
The due date of the convertible notes is June 9, 2006, if not sooner paid due to monthly payments or conversion of the principal balance at the noteholder's election.
4. Comment: Given that the prospectus is for resale of the shares issuable underlying the convertible note, but not the convertible note itself, it does not appear that the detailed disclosure of the convertible note is required on the Cover Page pursuant to Item 501(b) of Regulation S-B. That information would appear to be more appropriately addressed in the Summary. Please remove that disclosure or advise us as to why you feel it is necessary.
Response: The detailed disclosure of the convertible note has been removed from the Cover Page and now is simply addressed in the Summary.
Selling Stockholders, page 35
5. Comment: Clarify whether any of the selling shareholders are registered broker-dealers or affiliates of a registered broker-dealer. If a registered broker-dealer, please identify the selling shareholder as an underwriter unless the securities you are registering on its behalf compensated the shareholder for investment banking services. If any selling shareholder is an affiliate of a registered broker-dealer, please confirm to us that the shareholder purchased the securities you are registering on its behalf in the ordinary course of business, and that at the time of the purchase of the securities to be resold, the shareholder had no agreements or understandings, directly or indirectly, with any party to distribute the securities. Otherwise, identify the selling shareholder as an underwriter. We may have additional comments.
Response: None of the Selling Shareholders are registered broker-dealers or affiliates of a registered broker-dealer.
<PAGE> Mr. Jason Wynn September 27, 2005 Page 4
We would greatly appreciate an immediate response as to additional comments, if any, as the Company would like to be request effectiveness of this registration statement early next week.
Thank you in advance for your promptness in replying. We hope we have adequately addressed your comments. Please contact me if you need more information.
Sincerely,
Theresa M. Mehringer
Show Raw Text
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September 27, 2005
Via Federal Express
Mr. Jason Wynn
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7010
Re: CanWest Petroleum Corp.
Registration State on Form SB-2
Filed August 23, 2005
File No. 333-127777
Dear Mr. Wynn:
CanWest Petroleum Corp (the "Company") has transmitted Amendment No. 1 to
its Registration Statement on Form SB-2 for filing pursuant to the Securities
Exchange Act of 1934.
This letter is in response to your letter of September 21, 2005 . The
Company has provided information in response to your comments as set forth
below.
I have enclosed a marked copy of the document for your reference in
locating the specific changes to the document you requested. In addition to the
changes indicated below, we have updated the SB-2 for information included in
the Company's most recent quarterly filing.
General
1. Comment: You indicate that the opinion of counsel will be filed by
amendment. Please note that we will need time to review this
document. We may have additional comments.
Response: The opinion of counsel has been filed with this Amendment
No. 1.
<PAGE>
Mr. Jason Wynn
September 27, 2005
Page 2
Registration Fee Table
2. Comment: We note in footnote 1 that in addition to the shares set
forth in the table, the amount to be registered includes an
indeterminate number of shares issuable upon conversion of the
convertible notes and exercise of the warrants, as such number may
be adjusted as a result of stock splits, stock dividends and similar
transactions in accordance with Rule 416. Please confirm that you
will register additional shares if the current amount is
insufficient upon conversion of the notes.
Response: We confirm that if the current amount of shares is
insufficient upon conversion of the notes, the Company will register
any additional shares that may be issued upon conversion.
Canwest Petroleum Corporate, page ii
3. Comment: With a view towards possible disclosure, please advise of
the following:
The conversion price at which the monthly payments would be made in
shares;
Clarify whether the note holders will be able to convert the full
balance of the notes they hold if the company elects to make the
monthly payment in shares;
Whether any of the first three monthly payments have been deferred.
We note that the convertible note was issued in June for a principal
amount of $2 million and that the balance is now $1,669,444 and
The due date of the convertible note.
Response: a) The conversion price at which the monthly payments
would be made in shares is the lesser of i) $0.60 per share or ii)
70% of the average of the lowest five closing bid prices for the
common stock for the ten trading days preceding a conversion date or
iii) 135% of the average of the five lowest closing bid prices of
the Company's common stock for the ten trading days preceding the
effective date of a registration statement registering the
underlying shares and warrants for resale.
<PAGE>
Mr. Jason Wynn
September 27, 2005
Page 3
(b) The noteholders always have the ability to convert the
outstanding balance, either in whole or part at the lesser of i)
$0.60 per share or ii) 135% of the average of the five lowest
closing bid prices of the Company's common stock for the ten trading
days preceding the effective date of a registration statement
registering the underlying shares and warrants for resale. If the
conversion is in connection with the monthly payments, then the
conversion price under 3(a) above would apply.
(c) The first two monthly payments were paid in shares and the third
month was deferred.
The due date of the convertible notes is June 9, 2006, if not sooner
paid due to monthly payments or conversion of the principal balance
at the noteholder's election.
4. Comment: Given that the prospectus is for resale of the shares
issuable underlying the convertible note, but not the convertible
note itself, it does not appear that the detailed disclosure of the
convertible note is required on the Cover Page pursuant to Item
501(b) of Regulation S-B. That information would appear to be more
appropriately addressed in the Summary. Please remove that
disclosure or advise us as to why you feel it is necessary.
Response: The detailed disclosure of the convertible note has been
removed from the Cover Page and now is simply addressed in the
Summary.
Selling Stockholders, page 35
5. Comment: Clarify whether any of the selling shareholders are
registered broker-dealers or affiliates of a registered
broker-dealer. If a registered broker-dealer, please identify the
selling shareholder as an underwriter unless the securities you are
registering on its behalf compensated the shareholder for investment
banking services. If any selling shareholder is an affiliate of a
registered broker-dealer, please confirm to us that the shareholder
purchased the securities you are registering on its behalf in the
ordinary course of business, and that at the time of the purchase of
the securities to be resold, the shareholder had no agreements or
understandings, directly or indirectly, with any party to distribute
the securities. Otherwise, identify the selling shareholder as an
underwriter. We may have additional comments.
Response: None of the Selling Shareholders are registered
broker-dealers or affiliates of a registered broker-dealer.
<PAGE>
Mr. Jason Wynn
September 27, 2005
Page 4
We would greatly appreciate an immediate response as to additional
comments, if any, as the Company would like to be request effectiveness of this
registration statement early next week.
Thank you in advance for your promptness in replying. We hope we have
adequately addressed your comments. Please contact me if you need more
information.
Sincerely,
Theresa M. Mehringer
TMM/jkd
Enclosure
cc: CanWest Petroleum Corp.
H. Roger Schwall
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