MAIL STOP 0511
January 11, 2005
Mr. Greg Crowe, President
Entree Gold Inc.
Suite 1450, 650 West Georgia Street
Vancouver, British Columbia
V6B 4N7 CANADA
Re: Entree Gold Inc.
Registration Statement on Form 10-SB
File No. 0-50982
Amendment filed December 9, 2004
Dear Mr. Crowe,
We have reviewed your amended 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 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 filing.
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.
General
1. Please update the page references in your table of contents.
2. The type-size of all footnotes in the filing should conform
with
the body of the document. See 420(a) of Regulation C.
Risks Associated With Our Common Stock, p. 18
3. Please correct the page reference on page 19 to the section
entitled "Market for Common Equity and Related Stockholder
Matters."
4. The reference to "the date on the front of this registration
statement" is unclear. Registration statements do not carry a
date.
Please clarify or delete the reference.
Security Ownership of Certain Beneficial Owners and Management, p.
32
5. Please include disclosure of the voting arrangements with
Ivanhoe
Mines Ltd. per Part 2.8 of the Equity Participation Agreement.
6. Ivanhoe will beneficially own 17% of the outstanding shares
upon
exercise of warrants which are immediately exercisable. Please
revise the information in the table accordingly.
7. Footnote (9) is not sufficient regarding the beneficial
ownership
of these shares. The principal owners of Ivanhoe Mines are the
beneficial owners of the shares and their names should be
disclosed.
8. Disclosure of beneficial owners of 5% or more is required by
Item
403 of Regulation S-B. Those persons may not "object" to this
requirement. Please revise. Additionally, pursuant to telephone
discussions with counsel, please provide the staff with
supplemental
information with respect to the basis, legal or otherwise, for CDS
&
Co.`s withholding beneficial shareholder information from you. We
may have further comment.
Executive Compensation, p. 37
9. Please update the disclosure to include the 2004 fiscal year.
Certain Relationships and Related Transactions, p. 39
10. Please define "escrow shares" and explain the terms of the
agreement(s).
11. Loans and accounts due from or to related parties should be
included.
Recent Sales of Unregistered Securities, p. 53
12. Please reconcile your disclosure with respect to the Company`s
status as a British Columbia or Yukon entity in the paragraph that
begins "On October 22, 2003 we issued 100,000 of our common shares
and 335,294 agent`s share purchase warrants..." with other
paragraphs
discussing sales on October 22, 2003.
Financial Statements
General
13. We read your response to our prior comment 31; however, we
have
not arrived at the same conclusion. The guidance you have cited
(paragraphs 25 - 28, SFAS 7) relates to the accounting for costs
incurred uniquely in the extractive industries. The accounting
recognition for such costs is outside the scope of SFAS 7 (see
paragraph 28). The reporting requirements of SFAS 7, however, are
applicable and it does not appear that you are outside the scope
of
such guidance (see paragraph 5). Therefore, we are reissuing our
initial comment. If you are a development stage enterprise as
contemplated by SFAS 7, please revise the financial statements to
include all necessary disclosures as required by paragraph 11.
Closing Comments
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 supplemental 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 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 David Burton at (202) 942-1808 if you have
questions regarding comments on the financial statements and
related
matters. Questions on other disclosure issues may be directed to
John Zitko at (202) 824-5532, or Don Rinehart, who supervised the
review of your filing, at (202) 942-4622.
Sincerely,
John Reynolds, Assistant Director
Office of Emerging Growth Companies
cc: Ethan Minsky
Fax (604) 687-6314
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Entree Gold Inc.
January 11, 2005
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