SEC Comment Letter for AGA RESOURCES, INC. (CIK 0001321366) — Jul 1, 2005
AGA RESOURCES, INC. (CIK 0001321366)
Date: July 1, 2005 · CIK: 0001321366 · Accession: 0000000000-05-033880
AI Filing Summary & Sentiment
File numbers found in text: 333-124181
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VIA FACSIMILE
July 1, 2005
Jianping Zhang
AGA Resources, Inc.
141-757 W. Hastings Street, Suite #658
Vancouver, British Columbia
Canada V6C 1A1
Re: Registration Statement on Form SB-2
File No.: 333-124181
Amended: June 16, 2005
Dear Mr. Zhang:
We have reviewed your filings 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.
Risk Factors, page 6
1. We note your supplemental response to comment 7 of our May 13,
2005 letter. However, we cannot locate the disclosure that your
officers and directors will pay any reclamation costs. Your
disclosure appears to indicate that you have allocated offering
proceeds, categorized as Core Drilling estimates, for reclamation
costs. If your officers and directors will be responsible for
these
costs and no agreements exist that obligate them to pay these
costs,
then include a risk factor addressing this fact. Please clarify
this
point in the prospectus.
Plan of Distribution, page 13
2. Please clarify how your officers and directors will contact
investors. For instance, will they only respond to inquiries from
Tombstone advertising or will they call investors and/or hold
investment meetings.
Business, page 16
3. Please reconcile the second sentence in this section that you
will
be engaged in the acquisition and exploration of mineral
properties
with your statement that you do not intend to acquire other
interests
in any other mineral properties. Please revise your disclosure to
clarify that your business plan is solely to explore one mineral
property.
Background, page 16
4. Please clarify whether you paid or intend to reimburse Mrs.
McLeod
for expending $1,000 to acquire the claim.
5. Please disclose the party that approached you about purchasing
this claim or engaging in this business plan.
Regulation, page 22
6. We note your statement that estimated costs of compliance with
regulations are included in the estimates referred to in this
section. It is unclear what the specific compliance costs are and
their purpose. Please clarify.
Background of Officers and Directors, page 27
7. Please disclose the nature of Canstar Resources Inc. and ECP
Ventures Inc.s` businesses and ECP Ventures` current trading
status.
Note 5 Related Parties, page F-11
8. We read your responses to our comments 48 and 49. Please
revise
your disclosure to include this information.
Exhibit 23.1
9. Please obtain an updated consent from Moen and Company, which
consents to the use of their report dated April 11, 2005 in the
Form
SB-2/A. Please also ensure their updated consent includes the
complete Form SB-2 filing number.
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 that is filed on EDGAR 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 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 staff comments and the declaration of
effectiveness 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.
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.
Please direct any questions to Craig Slivka at (202) 942-7470.
You may also direct questions to the undersigned Branch Chief, who
supervised the review of your filing, at (202) 942-1950.
Sincerely,
Jennifer Hardy
Branch Chief
CC: Conrad C. Lysiak, Esq.
(509) 747-1770
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404
DIVISION OF
CORPORATION FINANCE
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