SEC Comment Letter for TOURNIGAN GOLD CORP (CIK 0001271199) — Jul 20, 2005
TOURNIGAN GOLD CORP (CIK 0001271199)
Date: July 20, 2005 · CIK: 0001271199 · Accession: 0000000000-05-037332
AI Filing Summary & Sentiment
Letter
July 20, 2005 via facsimile and U.S. mail Damien E. Reynolds President, CEO and Director Tournigan Gold Corporation 700 West Pender Street, Suite 301 Vancouver, British Columbia Canada V6C 1G8
Re: Tournigan Gold Corporation Amendment No. 1 Form 20-FR filed July 11, 2005 File No. 0-50486
Dear Mr. Reynolds:
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 on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Capitalization and Indebtedness, page 17 1. Your revised text states that you have no debt as of June 310, 2005; however, you have a short-term obligation of $97,000 in the capitalization and indebtedness table. Please reconcile between the statement and the table. Financing Time Line, page 40 2. Please disclose the type of agreement you had with Canaccord Capital Corp. in this section. We note that they sold some of your special warrants.
Financial Statements 3. As indicated in prior comment 24, you must file three years of audited financial statements in your registration statement. You have amended your filing to include financial statements for 2002, but they are not covered by an auditors` report. As a result, your financial statements are not audited and do not meet the requirements of Item 17 of Form 20-F. We reissue prior comment 24 and will continue our review after the 2002 auditors` report and related auditors` consent are filed.
Closing Information
File revised proxy materials as necessary 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.
Please contact Roger Baer, Mining Engineer, at (202) 551- with any questions regarding engineering comments. You may contact Barry Stem, Senior Assistant Chief Accountant at (202) 551-3763 with any accounting questions. Contact Susan Min at (202) 551-3727 or me at (202) 551-3740 with any other questions.
Sincerely,
H. Roger Schwall
Assistant Director
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
July 20, 2005
via facsimile and U.S. mail
Damien E. Reynolds
President, CEO and Director
Tournigan Gold Corporation
700 West Pender Street, Suite 301
Vancouver, British Columbia
Canada V6C 1G8
Re: Tournigan Gold Corporation
Amendment No. 1 Form 20-FR filed July 11, 2005
File No. 0-50486
Dear Mr. Reynolds:
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 on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Capitalization and Indebtedness, page 17
1. Your revised text states that you have no debt as of June 310,
2005; however, you have a short-term obligation of $97,000 in the
capitalization and indebtedness table. Please reconcile between
the
statement and the table.
Financing Time Line, page 40
2. Please disclose the type of agreement you had with Canaccord
Capital Corp. in this section. We note that they sold some of
your
special warrants.
Financial Statements
3. As indicated in prior comment 24, you must file three years of
audited financial statements in your registration statement. You
have
amended your filing to include financial statements for 2002, but
they are not covered by an auditors` report. As a result, your
2002
financial statements are not audited and do not meet the
requirements
of Item 17 of Form 20-F. We reissue prior comment 24 and will
continue our review after the 2002 auditors` report and related
auditors` consent are filed.
Closing Information
File revised proxy materials as necessary 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.
Please contact Roger Baer, Mining Engineer, at (202) 551-
3705
with any questions regarding engineering comments. You may
contact
Barry Stem, Senior Assistant Chief Accountant at (202) 551-3763
with
any accounting questions. Contact Susan Min at (202) 551-3727 or
me
at (202) 551-3740 with any other questions.
Sincerely,
H. Roger Schwall
Assistant Director
cc: via facsimile
H. R. Schwall
B. Stem
R. Baer
S. Min
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Damien E. Reynolds
Tournigan Gold Corporation
July 20, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATION FINANCE
</TEXT>
</DOCUMENT>