SEC Comment Letter for Zoloto Resources Ltd. (CIK 0001341313) — Oct 14, 2005
Zoloto Resources Ltd. (CIK 0001341313)
Date: Oct. 14, 2005 · CIK: 0001341313 · Accession: 0000000000-05-052804
AI Filing Summary & Sentiment
Letter
October 14, 2005 Mr. Laurence Stephenson Chairman, President and Chief Executive Officer Sutcliffe Resources Ltd. 625 Howe Street, Suite #420 Vancouver, British Columbia, Canada V6C 2T6
Re: Sutcliffe Resources Ltd. Registration Statement on Form 20-F Filed October 13, 2005 File No. 0-51570
Dear Mr. Stephenson:
This is to advise you that a preliminary review of the above registration statement indicates that it fails in numerous material respects to comply with the requirements of the Securities Exchange Act of 1934, the rules and regulations under the Act, and the requirements of the form. Specifically, the Form 20-F does not include the requisite three years of audited financial statements pursuant to Item 17, the three years of Operating and Financial Review and Prospects pursuant to Item 5, the audited financial statements have no US GAAP reconciliation, and the audit report does not refer to the PCAOB standards. Consequently, the Form 20-F is an incomplete filing.
For these reasons, we will not perform a detailed examination of the registration statement and we will not issue comments because to do so would delay the review of other disclosure documents that do not appear to contain comparable deficiencies.
You are advised that the registration statement will become effective through operation of law 60 days from the date of filing, and, if it becomes effective in its present form, we would be required to consider what recommendation, if any, we should make to the Commission.
We suggest that you consider filing a substantive amendment correcting the deficiencies or a request for withdrawal of the registration statement before it becomes effective. Sincerely,
H. Roger Schwall Assistant Director
cc: via facsimile Ming D. Wong (604) 608-0344
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Mr. Laurence Stephenson Sutcliffe Resources Ltd. 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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<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
October 14, 2005
Mr. Laurence Stephenson
Chairman, President and Chief Executive Officer
Sutcliffe Resources Ltd.
625 Howe Street, Suite #420
Vancouver, British Columbia, Canada V6C 2T6
Re: Sutcliffe Resources Ltd.
Registration Statement on Form 20-F
Filed October 13, 2005
File No. 0-51570
Dear Mr. Stephenson:
This is to advise you that a preliminary review of the above
registration statement indicates that it fails in numerous
material
respects to comply with the requirements of the Securities
Exchange
Act of 1934, the rules and regulations under the Act, and the
requirements of the form. Specifically, the Form 20-F does not
include the requisite three years of audited financial statements
pursuant to Item 17, the three years of Operating and Financial
Review
and Prospects pursuant to Item 5, the audited financial statements
have no US GAAP reconciliation, and the audit report does not
refer to
the PCAOB standards. Consequently, the Form 20-F is an incomplete
filing.
For these reasons, we will not perform a detailed examination
of
the registration statement and we will not issue comments because
to
do so would delay the review of other disclosure documents that do
not
appear to contain comparable deficiencies.
You are advised that the registration statement will become
effective through operation of law 60 days from the date of
filing,
and, if it becomes effective in its present form, we would be
required
to consider what recommendation, if any, we should make to the
Commission.
We suggest that you consider filing a substantive amendment
correcting the deficiencies or a request for withdrawal of the
registration statement before it becomes effective.
Sincerely,
H. Roger Schwall
Assistant Director
cc: via facsimile
Ming D. Wong
(604) 608-0344
??
??
??
??
Mr. Laurence Stephenson
Sutcliffe Resources Ltd.
October 14, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010
</TEXT>
</DOCUMENT>