SEC Comment Letter for Ripple Lake Diamonds Inc. (CIK 0001321847) — Oct 14, 2005
Ripple Lake Diamonds Inc. (CIK 0001321847)
Date: Oct. 14, 2005 · CIK: 0001321847 · Accession: 0000000000-05-052607
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October 14, 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.
Amendment No. 2 to Registration Statement on Form 20-F
Filed on September 13, 2005
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
Introduction, page 3
1. Please revise the fourth paragraph on page 3 to indicate that
the
audit will be in accordance with standards of the Public Company
Oversight Board (United States of America).
Employees and Employment Agreements, page 25
2. We note your response to our prior comment 13. It appears that
Felix Kaminsky is employed as your exploration manager. Please
clarify if he receives a salary or other compensation as an
employee
in addition to the payments he receives pursuant to his consulting
agreement.
Statement of Experts, page 47
3. Note that Item 10:G of Form 20-F calls for the filing of a
consent
from your auditors to be filed as an exhibit to your registration
statement. The disclosure that you have included on page 47 does
not
fulfill this requirement. Please revise your filing to include
the
auditors` consent.
Financial Statements
4. For U.S. GAAP, explain to us how you have complied with EITF
04-2
since the time it was required to be implemented. Note that EITF
04-2
calls for mineral rights acquisition costs to be treated as
tangible
assets. Please call us to discuss this comment further before
responding to this comment letter.
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.
October 14, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010
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