SEC Comment Letter for Nova Resources Inc. (CIK 0001326252) — Jul 13, 2005
Nova Resources Inc. (CIK 0001326252)
Date: July 13, 2005 · CIK: 0001326252 · Accession: 0000000000-05-035723
AI Filing Summary & Sentiment
File numbers found in text: 333-125695
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July 8, 2005
Mail Stop 4561
Alexander James Craven, President
Nova Resources Inc.
152 Howard Road
Walkley, Sheffield
ENGLAND S63 RX
Re: Nova Resources Inc.
Form SB-2 filed June 10, 2005
Registration no. 333-125695
Dear Mr. Craven:
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 SB-2
General
1. Advise of any discussions with market makers regarding the
quotation of your securities on the OTC Bulletin Board.
Risk Factors
2. It would appear that Mr. Craven`s lack of experience in
managing
any business, especially one devoted to mining operations, should
be
one of the primary risk factors.
3. Please add disclosure addressing the risks associated with
becoming a publicly reporting company and having only one part-
time
officer/director with no apparent experience in accounting or
financial statement matters. Here or elsewhere as appropriate,
address how Mr. Craven intends to manage Nova`s affairs in the
Northwest Territories when he is a student in Sheffield, England.
Determination of Offering Price
4. Here, or elsewhere as appropriate, please explain how the
purchase
price in the Regulation S offerings could go from $.001 per share
to
$.10 between November 2004 to January 2005.
Selling Shareholders
5. Advise how these Regulation S purchasers were identified to Mr.
Craven.
Plan of Distribution
6. Please disclose whether you must comply with any state
securities
laws for this offering.
Directors, Executive Officers, Promoters and Control Persons
Executive Officers
7. While the disclosure in the prospectus states that Alexander
James
Craven is the only officer and the only director of Nova, we note
that Nova`s Articles of Incorporation name a "Leah Finke" as
incorporator and as director. Please advise.
Biographical Information
8. The biographical information for Mr. Craven states that that he
acted as an accounting consultant to a Geneva-based money
management
company from 1995 to 2002. Since Mr. Craven`s current age is
listed
as 23, this would mean that he was 13 when he began the
consulting.
Please advise or revise, as appropriate.
9. Please disclose, if appropriate, any degrees held by Mr. Craven
and any other professional training that he may have received in
accounting or in computer systems.
Description of Business
Tryme Mineral Property Purchase Agreement
10. Please disclose the Tryme claim number. We note that Mr.
Braden`s initial claim expired on May 28, 2005 unless at least
$100.00 worth of exploration work had been done on the claim by
that
date. Please disclose the current status of the claim.
11. Please explain how Mr. Craven determined to acquire an option
to
purchase the 100% right in the Tryme property from Mr. Braden.
Explain how the $7000 purchase price was determined.
Mineralization
12. Please disclose the basis for the statement that the Tryme
property has gold mineralization since no other disclosure of
exploratory work done on the property supports that claim.
Geological Assessment Report: Tryme Property
13. Please furnish us a copy of this report as supplemental
information. Further, please file Mr. Glen MacDonald`s consent to
the use of his report and name in this registration statement.
Plan of Operations
14. Please disclose the costs associated with becoming a publicly
reporting company and your plans to pay for such costs. With
respect
to the latter point, note 1 to your financial statements states
that
Nova plans to obtain additional financing by loans from Mr.
Craven,
the sole director and president.
Certain Relationships and Related Transactions
15. We note the disclosure that Mr. Craven has provided management
services and office space to Nova from its inception on November
4,
2004 to February 28, 2005. These services have been valued at
$3,000. Please clarify whether these services were donated or
whether
Mr. Craven expects to receive repayment at some later point.
Financial Statements
16. We note that your operations and headquarters are located in
Canada. Based on your specific facts and circumstances, we will
not
object to the use of a Canadian audit firm at this time. However,
if
your operations in the United States become significant in the
future, we expect you to engage a U.S. registered public
accounting
firm, consistent with our position outlined in Section 5.K of
"International Reporting and Disclosure Issues in the Division of
Corporation Finance" on the Commission`s website at:
<http://www.sec.gov/divisions/corpfin/internatl/
cfirdissues1104.htm>.
17. Provide a current consent in any amendment and consider the
updating requirements of Item 310(g) of Regulation S-B.
Part II
Exhibits
18. We note that you list $15,000 in legal fees and expenses in
Part
II. Please identify counsel on your cover page and in your exhibit
index (legality opinion).
***********************
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 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 Act
of
1933 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.
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 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.
You may contact Raj Rajan at (202) 551-3388 or Hugh West,
Branch Chief - Accounting at (202) 551-3872 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Hugh Fuller at (202) 551-3853 or me at (202) 551-
3730
with any other questions.
Sincerely,
Barbara C. Jacobs
Assistant Director
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