Correspondence 0001493152-23-024193 from LGX Energy Corp. (CIK 0001916324)
LGX Energy Corp. (CIK 0001916324)
Date: July 11, 2023 · CIK: 0001916324 · Accession: 0001493152-23-024193
AI Filing Summary & Sentiment
File numbers found in text: 024-12189
Referenced dates: July 6, 2023
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CORRESP
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filename1.htm
LGX
Energy Corp.
6
1/2 N. 2nd Ave., Suite 201
Walla
Walla, WA 99362
July
11, 2023
Securities
and Exchange Commission
Division
of Corporation Finance
Office
of Energy & Transportation
Washington,
DC 20549
Re:
LGX Energy Corp.
Amendment
No. 3 to Offering Statement on Form 1-A
Filed
June 26, 2023
Amendment
No. 4 to Offering Statement on Form 1-A
Filed
July 3, 2023
File
No. 024-12189
To
Whom It May Concern:
On
behalf of the Company, this letter sets forth the responses of the Company to the comments of the Staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) contained in your letter dated July 6, 2023 (the “Comment
Letter”) regarding the Staff’s review of the Company’s Amendment No. 3 to its Offering Statement on Form 1-A submitted
June 26, 2023 (File No. 024-12189) and the Company’s Amendment No. 4 to its Offering Statement on Form 1-A submitted July 3, 2023
(File No. 024-12189) (collectively, the “Filing”). The Company’s responses set forth below correspond to the
comments as numbered in the Comment Letter.
Amendment
No. 3 to Form 1-A
Business
Natural
Gas and Oil Reserves
Reserve
Estimates, page 34
1.
We
have read your response to prior comment 5 but reissue our comment as we are unable to locate cautionary language clarifying that
your estimates of probable reserves and cash flows have not been adjusted for uncertainty, and therefore may not be comparable and
should not be summed with estimates of proved reserves. Refer to the requirements in Item 1202(a)(5) of Regulation S-K and to question
105.01 in the Compliance and Disclosure Interpretations (“C&DIs”) regarding Oil and Gas Rules.
Response:
In response to the Staff’s comments, the Company has revised its disclosure to include cautionary language clarifying
that our estimates of probable reserves and cash flows have not been adjusted for uncertainty, and therefore may not be comparable
and should not be summed with estimates of proved reserves.
2.
We
have read your response to prior comment 7 but reissue our comment in part as we are unable to locate disclosure on page 35 stating
your future cash flows include the costs to abandon your proved and probable properties. Please expand the discussion in footnote
(1) or elsewhere on page 35 to include this clarification.
Response:
In response to the Staff’s comments, the Company has revised its disclosure to state that our future cash flows
include the costs to abandon our proved and probable properties.
Reserve
Estimation Process, Controls and Technologies, page 35
3.
We
have read your response to prior comment 11 but reissue our comment as we are unable to locate
a discussion of the internal controls used by your management in your reserves estimation
effort. Please refer to the last paragraph on page 35 of Amendment No. 1 that clarifies the
steps used, including a review of the property interests being appraised, production from
such properties, current costs of operation and development, current prices for production,
agreements relating to current and future operations and sale of production, geosciences
and engineering data, and other information and the review by your President and the board
to assure the reasonableness of the results obtained. For further guidance, please refer
to Item 1202(a)(7) of Regulation S-K.
Response:
In response to the Staff’s comments, the Company has revised its disclosure of the internal controls used by our
management in the preparation of our reserves estimation effort.
Notes
to Financial Statements
Note
10-Supplemental Information on Oil Operations
Standardized
Measure, page F-25
4.
We
have reviewed your expanded disclosure in response to prior comment 12 but reissue our comment
in part as we are unable to locate your disclosure of a reconciliation of the changes that
occurred in the standardized measure of discounted cash flows for the period inception to
April 30, 2022. Please refer to FASB ASC 932-235-50-35 and Example 6 in FASB ASC 932-235-55-7.
Response:
In response to the Staff’s comments, the Company has revised its disclosure
within Note 10-Supplemental Information on Oil Operations to reconcile the changes
that occurred in the standardized measure of discounted cash flows for the period inception
to April 30, 2022.
The
Company respectfully believes that the proposed modifications to the Registration Statement, and the supplemental information contained
herein, are responsive to the Staff’s comments. If you have any questions or would like further information concerning the Company’s
responses to your comment letter, please do not hesitate to contact me at (509) 460-2518.
Sincerely,
/s/
Howard Crosby
Howard
Crosby
Chief
Executive Officer