SEC Comment Letter for Garpa Resources, Inc. (CIK 0001344394) — Dec 12, 2005
Garpa Resources, Inc. (CIK 0001344394)
Date: Dec. 12, 2005 · CIK: 0001344394 · Accession: 0000000000-05-061855
AI Filing Summary & Sentiment
File numbers found in text: 333-129841
Letter
MAIL STOP 3561 December 12, 2005 Mr. Gary Schellenberg President, Chief Financial Officer and Director Garpa Resources, Inc. 5411 Calderwood Crescent Richmond, British Columbia V7C 3G2 Canada
Re: Garpa Resources, Inc. Registration Statement on Form SB-2 Filed November 21, 2005 File No. 333-129841
Dear Mr. Schellenberg:
We have limited our review of your filing to those issues we have addressed in our 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.
1. We note your disclosure on page F-43 that your functional currency is the United States dollar. Please tell us how you made this determination, given that your operations are based in Canada. Tell us how you evaluated the specific guidance in paragraphs 5-10 and Appendix A of FAS 52 to determine your functional currency.
2. Revise the financial statements, as appropriate, to provide the information required by paragraphs 30-32 of FAS 52, or tell us why you believe that no revisions are required.
Gary Schellenberg Garpa Resources, Inc. December 12, 2005 Page 2
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 Di vision 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
Gary Schellenberg Garpa Resources, Inc. December 12, 2005 Page 3
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 Carlton Tartar, Sta ff Accountant, at (202) 551-3387 or Tia Jenkins, Senior Assistant Chief Accountant, at (202) 551-3871 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
John Reynolds
Assistant Director
Office of Emerging Growth Companies
Show Raw Text
MAIL STOP 3561
December 12, 2005
Mr. Gary Schellenberg
President, Chief Financial Officer and Director
Garpa Resources, Inc.
5411 Calderwood Crescent
Richmond, British Columbia V7C 3G2
Canada
Re: Garpa Resources, Inc.
Registration Statement on Form SB-2
Filed November 21, 2005
File No. 333-129841
Dear Mr. Schellenberg:
We have limited our review of your filing to those issues we have addressed in
our 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.
1. We note your disclosure on page F-43 that your functional currency is the United States dollar. Please tell us how you made this determination, given that your
operations are based in Canada. Tell us how you evaluated the specific guidance
in paragraphs 5-10 and Appendix A of FAS 52 to determine your functional currency.
2. Revise the financial statements, as appropriate, to provide the information required by paragraphs 30-32 of FAS 52, or tell us why you believe that no
revisions are required.
Gary Schellenberg
Garpa Resources, Inc.
December 12, 2005
Page 2
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 Di vision 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
Gary Schellenberg
Garpa Resources, Inc.
December 12, 2005
Page 3
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 Carlton Tartar, Sta ff Accountant, at (202) 551-3387 or Tia
Jenkins, Senior Assistant Chief Accountant, at (202) 551-3871 if you have questions
regarding comments on the financial statements and related matters.
Sincerely,
John Reynolds
Assistant Director
Office of Emerging Growth Companies