SEC Comment Letter for Middle Kingdom Resources Ltd. (CIK 0001307052) — Mar 18, 2005
Middle Kingdom Resources Ltd. (CIK 0001307052)
Date: March 18, 2005 · CIK: 0001307052 · Accession: 0000000000-05-012712
AI Filing Summary & Sentiment
File numbers found in text: 333-120051
Letter
Mail Stop 0511 March 1, 2005 Robert J. Kinloch, President Middle Kingdom Resources Ltd. 347 Bay Street, Suite 202 Toronto, Ontario M5H 2R7 CANADA
RE: Middle Kingdom Resources Ltd. File No. 333-120051 Registration Statement on Form SB-2/A#2 Filed February 4, 2005
Dear Mr. Kinloch:
We have reviewed your amended 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.
Registration Statement Cover Page
1. Please provide the staff information supplemental to the registration statement with respect to Michael J. Morrison`s role in the offering, representation of Middle Kingdom, and whether he is a promoter of Middle Kingdom.
Summary of the Offering, page 5
2. It is assumed that the duration of the maximum offering is the same as the 180 day -- plus optional 90 days -- minimum. If otherwise, please indicate the offering period of the maximum offering.
3. Please clarify the "period ending" and the "year ended" in the income statement information. They both appear to be from inception, which in the case of the former is approximately five months and the latter approximately three months.
Management, page 34
4. Please disclose the complete extent of Mr. Kinloch`s business experience during the past five years, as it would appear that only 60% of his time is accounted for in the disclosure currently provided. We may have further comment.
5. As previously requested, the current status of the business of Maverick Minerals should be briefly discussed. Please expand the disclosure currently provided. It appears to be at or close to insolvency and out of business based on recent Exchange Act filings.
Financial Statements
Report of Independent Registered Public Accounting Firm
6. We have reviewed the report of the Independent Registered Public Accounting Firm with the November 30, 2004 unaudited interim financial statements and are unclear why the audit opinion for the August 31, 2004 year end financial statements was removed. Please clarify and revise.
7. Provide a current consent of the independent accountant in the amendment.
8. Since an accountant`s review report on interim financial statements is included, file a review report "awareness letter" as discussed in Item 601 of Regulation S-B.
Closing Comments
As appropriate, please amend your registration statement in response to these comments. 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 direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
You may contact Angela Halac at (202) 824-5683 if you have questions regarding comments on the financial statements and related matters. Questions on other disclosure issues may be directed to John Zitko at (202) 824-5532, or Don Rinehart, who supervised the review of your filing, at (202) 942-4622.
Sincerely,
John Reynolds, Assistant Director
Office of Emerging Growth Companies
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 0511
March 1, 2005
Robert J. Kinloch, President
Middle Kingdom Resources Ltd.
347 Bay Street, Suite 202
Toronto, Ontario
M5H 2R7 CANADA
RE: Middle Kingdom Resources Ltd.
File No. 333-120051
Registration Statement on Form SB-2/A#2
Filed February 4, 2005
Dear Mr. Kinloch:
We have reviewed your amended 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.
Registration Statement Cover Page
1. Please provide the staff information supplemental to the
registration statement with respect to Michael J. Morrison`s role
in
the offering, representation of Middle Kingdom, and whether he is
a
promoter of Middle Kingdom.
Summary of the Offering, page 5
2. It is assumed that the duration of the maximum offering is the
same as the 180 day -- plus optional 90 days -- minimum. If
otherwise, please indicate the offering period of the maximum
offering.
3. Please clarify the "period ending" and the "year ended" in the
income statement information. They both appear to be from
inception,
which in the case of the former is approximately five months and
the
latter approximately three months.
Management, page 34
4. Please disclose the complete extent of Mr. Kinloch`s business
experience during the past five years, as it would appear that
only
60% of his time is accounted for in the disclosure currently
provided. We may have further comment.
5. As previously requested, the current status of the business of
Maverick Minerals should be briefly discussed. Please expand the
disclosure currently provided. It appears to be at or close to
insolvency and out of business based on recent Exchange Act
filings.
Financial Statements
Report of Independent Registered Public Accounting Firm
6. We have reviewed the report of the Independent Registered
Public
Accounting Firm with the November 30, 2004 unaudited interim
financial statements and are unclear why the audit opinion for the
August 31, 2004 year end financial statements was removed. Please
clarify and revise.
7. Provide a current consent of the independent accountant in the
amendment.
8. Since an accountant`s review report on interim financial
statements is included, file a review report "awareness letter" as
discussed in Item 601 of Regulation S-B.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. 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 direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Angela Halac at (202) 824-5683 if you have
questions
regarding comments on the financial statements and related
matters.
Questions on other disclosure issues may be directed to John Zitko
at
(202) 824-5532, or Don Rinehart, who supervised the review of your
filing, at (202) 942-4622.
Sincerely,
John Reynolds, Assistant Director
Office of Emerging Growth Companies
cc: Conrad C. Lysiak
Fax (509) 747-1770
Michael J. Morrison
Fax (775) 827-6311
??
??
??
??
Middle Kingdom Resources Ltd.
March 1, 2005
Page 1
</TEXT>
</DOCUMENT>