SEC Comment Letter for Ripple Lake Diamonds Inc. (CIK 0001321847) — Aug 12, 2005
Ripple Lake Diamonds Inc. (CIK 0001321847)
Date: Aug. 12, 2005 · CIK: 0001321847 · Accession: 0000000000-05-041904
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August 12, 2005
Mr. Robert Lipsett
President and Director
Ripple Lake Diamonds Inc.
Suite 305-595 Howe Street
Vancouver, British Columbia, Canada V6C 2T5
RE: Ripple Lake Diamonds Inc.
Registration Statement on Form 20-F
Filed on July 14, 2005, as amended
File No. 0-51236
Dear Mr. Lipsett:
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 information so we
may
better understand your disclosure. After reviewing this
information,
we may 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 any other aspect of
our
review. Feel free to call us at the telephone numbers listed at
the
end of this letter.
Form 20-F
General
1. Where comments on one section also relate to disclosure in
another
section, please make parallel changes to all affected disclosure.
This will eliminate the need for us to repeat similar comments.
2. Update your disclosure throughout to the most recent
practicable
date with each amendment. For example, update the exchange rate
information. See Item 3.A.3 of Form 20-F.
Key Information
Selected Financial Data, page 5
Selected Financial Data
3. Please correct the assertion that your financial statements are
presented in accordance with generally accepted accounting
principles
in the United States of America. We note that you use Canadian
GAAP
and reconcile to U.S. GAAP.
Risk Factors, page 7
4. Throughout this section, rather than stating that there is or
can
be no assurance of a particular outcome, state the extent of each
risk
plainly and directly.
5. Please delete any language that serves to mitigate or qualify
the
risk that you are highlighting. Examples of this are statements
such
as "[a]lthough we have been successful..." or "...operations will
result in the generation of revenues."
Environmental risks and other regulatory requirements..., page 9
6. Please provide a more detailed discussion in this section or
provide a cross-reference to other disclosure that addresses the
governmental rules and regulations, including federal, provincial
and
local government rules and regulations, which impact your business
activities. For example, you state that certain permits are
required
for you to conduct any exploratory activities. Please discuss the
requirements for the permits, whether you have obtained such
permits
or the status of your application for the permits and the
regulatory
body responsible for granting the permits. We may have further
comments. See Item 4.B.8 of Form 20-F.
Information on the Company
History and Development, page 11
7. Please disclose the name and address of your agent in the
United
States, if any. See Item 4.a.3 of Form 20-F.
8. Provide us with more details regarding the private placements
to
which you refer. For example, please disclose the federal
securities
law exemption(s) upon which you relied.
Our Properties
TCH Project, Ontario, page 18
9. Please disclose how you acquired the properties that make up
the
TCH Project and summarize the contract terms of the acquisition.
If
applicable, please file the contract as an exhibit. See Item 10C
and
Instruction 4 as to Exhibits of Form 20-F.
10. We note that you completed Phase I of your exploration of the
TCH
Project. Please disclose the time frame, work conducted, and the
results of that exploration.
KMD Property, Nunavut, page 20
11. As for your TCH Project, we note that you also completed Phase
I
of your exploration of the KMD Property. For this property,
please
also disclose the time frame, work conducted, and the results of
that
exploration.
Competitive Factors, page 24
12. We note your statement that "...[you] will be able to sell any
diamonds that [you] are able to recover." Revise to avoid
suggesting
that you are guaranteed to sell the diamonds. For example, make
clear
that the characteristics of the diamonds, such as its size and
clarity, determine its marketability.
Employees and employment agreements, page 25
13. We note that you entered into a consulting agreement with
Felix
Kaminsky. Please disclose the nature of the services he provides
and
file that agreement as an exhibit to the registration statement.
Property, Plants and Equipment, page 26
14. Revise the second sentence of this section for clarity.
Operating and Financial Review and Prospects
Plan of Operation, page 27
15. Update the status of your intention to raise an additional
$2,000,000 during July 2005 through the sale of common stock and
spend
the proceeds on further exploration on the TCH property and KMD
property.
Directors, Senior Management and Employees
Conflicts of Interest, page 30
16. We note certain of your directors, officers, promoters and
other
members of management serve as directors, officers, promoters and
members of management of other junior mining companies. Please
advise
us as to the following:
* the full extent of your and your executive officers`
relationship
with these other entities, including the percentage of stock held
by
each of your executive officers;
* whether these other entities are engaged in the same line of
business in the same geographical areas as you;
* the measure(s) that you have instituted to prevent officer and
director conflicts of interest other than self-policing, such as
whether independent directors or shareholders are required to
approve
any related party transactions or you have executed non-
competition
agreements with these officers/directors;
* the transactions you have consummated with these entities,
including
the material terms thereof; and
* whether you viewed the terms of any transactions with these
related
parties to be fair to you and your disinterested shareholders.
Revise your disclosure in each appropriate section to discuss each
of
the above matters in appropriate detail. Also, please add a risk
factor regarding the potential conflicts of interest of your
officers
and directors that details the information you describe in parts
(a),
(b) and (d) and the material risks associated with such a
situation.
We may issue further comments.
Compensation, page 30
17. Please update the Summary Compensation Table to the most
recent
practicable date.
Major Shareholders and Related Party Transactions
Major Shareholders, page 37
18. Disclose any significant change in the percentage ownership
held
by major shareholders since inception. See Item 7.A.1.b of Form
20-F.
Additional Information
Memorandum and Articles of Incorporation, page 40
19. Provide a more detailed disclosure in this section. For
example,
please disclose the percentage vote required to pass any
resolution at
a shareholder meeting, including an election of directors.
Statement by Experts, page 45
20. We note your disclosure regarding Amisano Hanson`s consent.
Please provide a signed auditor`s consent on its letterhead. See
Item
10(G) of Form 20-F.
Financial Statements, page 48
21. Please revise your U.S. GAAP reconciliation to remove the
advances
as assets for U.S. GAAP and to reconcile your operating and
investing
cash flows from Canadian to U.S. GAAP. Describe the property
acquisition costs as mineral exploration properties on the face of
the
balance sheet and in the related notes. Separately disclose the
amount of the capitalized exploration costs on the face of the
balance
sheet. If there has been exploration/disturbance on the
properties
you hold mineral rights in, you should revise to comply with FAS
143
and the related Canadian standard. If you have conducted no
exploration to date, please disclose this in your financial
statement
footnotes.
Engineering Comments
22. Add a risk factor that addresses the fact that the property
has
not been examined in the field by a professional geologist or
mining
engineer, detail the risks to investors.
Closing Comments
We remind you that the Form 20-F registration statement
becomes
effective automatically under the Exchange Act 60 days from the
date
of filing, and the Exchange Act reporting requirements become
operative at that time.
As appropriate, please amend your filing 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 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 to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment 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.
Direct questions relating to the engineering comments to
George
Schuler at (202) 551-3718. Direct questions relating to the
accounting comments to John Weitzel at (202) 551-3731 or, in his
absence, to Barry Stem, Senior Assistant Chief Accountant at (202)
551-3763. Direct questions relating to all other disclosure
issues to
Jason Wynn at (202) 551-3756 or, in his absence, to the
undersigned,
at (202)551-3740. Direct any correspondence to us at the
following
ZIP Code: 20549-7010.
Sincerely,
H. Roger Schwall
Assistant Director
cc: G. Schuler
B. Stem
J. Weitzel
J. Wynn
Via facsimile
Mr. Chris Pollard
(604) 688-9727
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Mr. Robert Lipsett
Ripple Lake Diamonds Inc.
August 12, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010
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