SEC Comment Letter for CNBX Pharmaceuticals (CNBX) — Apr 3, 2006
CNBX Pharmaceuticals Inc.
Date: April 3, 2006 · CIK: 0001343009 · Accession: 0000000000-06-015604
AI Filing Summary & Sentiment
File numbers found in text: 333-130922
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Mail Stop 3720
March 24, 2006
Thomas Mills
President
Thrust Energy Corp.
807-1050 Burrard Street
Vancouver, British Columbia
Canada V6Z 2S3
Re: Thrust Energy Corp.
Amendment No. 1 to Form SB-2
Filed March 13, 2006
File No. 333-130922
Dear Mr. Mills:
We have reviewed your filings and your response letter filed
February 2, 2006, and we have the following comments. Please
amend
your filings 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
filings.
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.
Amendment No. 1 to Form SB-2
Prospectus Summary, page 3
1. We note your revisions in response to prior comment 2.
Highlight
that you will not be able to test drill for oil on the La Vaca
Prospect or any of properties that you might acquire with funds
from
this offering until raise significant additional funds, in
addition
to funds that would be raised if the maximum number of securities
are
sold in this offering. Highlight that you will have to raise at
least $500,000 in additional funds to test drill the La Vaca
Prospect
and have no timetable or commitments for raising such additional
funds.
Risk Factors, page 5
Penny Stock Rules, page 10
2. We note your revisions in response to prior comment 6. Please
revise the caption to state a risk to investors.
Determination of Offering Price, page 13
3. We note your revisions in response to prior comment 8. Also
revise here to disclose that the offering price was arbitrarily
determined and is higher than the price your controlling
shareholders
paid for their interest.
Description of Business, page 14
Strategy, page 15
4. We note your response to prior comment 14. Please revise here
to
disclose more clearly your supplemental explanation as to why you
did
not seek a title opinion earlier, why you are seeking one now and
disclose briefly what is the risk related to title issues, so that
this discussion will be clear from its context.
5. We note your revisions in response to prior comment 18. Please
revise to provide a risk factor disclosing the risk that results
from
your determination not to conduct 3-D seismic surveys, considering
your disclosure that "[w]ithout a 3-D seismic survey it is much
more
likely that our drilling efforts will be unsuccessful."
Current Projects, page 17
6. We note your response to prior comment 20. Your response
indicates that you filed a copy of the map as a graphic on EDGAR.
However, our records do not indicate that the map has been filed.
Please file a copy of the map on EDGAR.
Financial Statements, page 31
Note 2 - Significant Accounting Policies, page F-6
7. We note your statement that the "Financial Statements of Thrust
Energy Corp. have been restated to reflect the 2 for 1 forward
stock
split." However according to your statement of stockholders
equity
on page F-3 and F-13 it appears that a "reverse stock split"
occurred. Please revise or advise.
In addition please restate your financial statements for the all
periods presented including fiscal year ended August 31, 2005 to
reflect the reverse stock split in accordance with SAB Topic 4C.
Part II - Information not Required in Prospectus, page II-1
Signatures
8. We note your revisions in response to prior comment 34. Please
revise the signature blocks to indicate the capacity in which each
person is signing the registration statement and ensure that the
registration statement is signed by each of the following: (A) the
small business issuer, (B) its principal executive officer or
officers, (C) its principal financial officer, (D) its controller
or
principal accounting officer and (E) at least the majority of the
board of directors. The revised signatures do not indicate which
person is the principal financial officer. See Instructions for
Signatures on Form SB-2.
* * * * *
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 response
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Please submit
the
response letter on EDGAR as correspondence. Detailed response
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
You may contact Inessa Berenbaum, Staff Accountant, at (202)
551-3371 or Sharon Virga, Senior Staff Accountant, at (202) 551-
3385
if you have questions regarding comments on the financial
statements
and related matters. Please contact Daniel Zimmerman, Staff
Attorney, at (202) 551-3367 or me at (202) 551-3810 with any other
questions.
Sincerely,
Larry Spirgel
Assistant Director
Thomas Mills
Thrust Energy Corp.
March 24, 2006
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