MAIL STOP 05-11
January 10, 2005
Tim Coupland, President
Dynamic Gold Corp.
675 West Hastings Street
Suite 200
Vancouver, BC Canada V6B 1N2
Re: Dynamic Gold Corp.
Registration Statement on Form SB-2
File No. 333-119823
Amendment filed on December 9, 2004
Dear Mr. Coupland:
We have reviewed your 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. We note the Form filed on EDGAR refers to Form SB-1, rather
than
Form SB-2. Please contact Filer Support at (202) 942-8900 to have
the form name corrected.
2. Include page numbers with the filing as required by Item 502(a)
of
Regulation S-B.
Summary
3. Please reconcile the reference to your acquisition of a 100%
undivided beneficial, right, title and interest with the statement
that the registered owner of the claim is Dan Patrie Exploration
Ltd.
Revise similar disclosure in the business section.
Risk Factors
4. In light of your supplemental response to prior comment 9 that
you
are not involved in the exploration for minerals other than gold,
please explain the relevance of the market price of copper in risk
factor one.
Directors, Executive Officers, Promoters and Control Persons
5. We note your response to comment 23 that Mr. Game devotes 10
hours
of his business time to your affairs each week. However, your
disclosure in this section of the prospectus states that Mr. Game
only devotes five hours per week. Please revise to reconcile.
6. We note your response to comment 25 concerning your "mechanism
to
address conflicts that" may arise. Considering that you only have
two officers, please clarify how the company would handle a
conflict
involving Mr. Coupland.
Description of Business
7. We reissue prior comment 31. The state of Nevada website
continues to indicate you are delinquent in state reporting
requirements.
8. We note your response to comment 32. In the third paragraph of
this section, you state that you "would exploit mineral deposits
by
processing rock from the property." However in the following
paragraph you state your intention of passing on the development
activities to another party. Those statements appear
inconsistent.
Please revise to reconcile the statements.
9. We note that you must incur exploration costs of $2,316 to keep
the claim in good standing. If you are unable to incur these
exploration costs, please disclose the impact this would have on
your
business. Also, please state the nature of the requirement. Is
this
a governmental requirement?
10. We reissue comment 39. Please revise your disclosure to
indicate
that the source of the noted statement is Mr. Ostensoe`s
geological
report.
11. We reissue comment 40. Supplementally, please provide a copy
of
Mr. Ostensoe`s geological report.
12. You refer to mines and other mineral properties that exist in
the
area of your property. This may allow investors to infer that
your
property may have commercial mineralization, because of its
proximity
to these mines and properties. Remove information about mines,
prospects, or companies operating in or near to your property.
Describe only geology, history, or exploration results that are
directly related to the properties that you have the right to
explore
or mine. Focus your disclosure on your property, not the mining
district or region.
13. We note the disclosure that the $15,000 for stage one of
exploration will be covered by cash on hand. In light of your
cash
balance of $23,241 as of December 2004 and the estimated offering
expenses of approximately $17,500 please explain how you will pay
these exploration costs from cash on hand.
14. Please disclose the anticipated sources of funding for stage
two
of exploration.
15. We reissue prior comment 47. Please provide a greater
discussion
of the competitive business conditions and your competitive
business
condition in the industry.
Plan of Operation
16. We note your statement in the second paragraph that the first
phase of stage one will take approximately one week to complete.
In
the Description of Business section, you stated that phase one
would
take one to two months to complete. Please revise to reconcile.
17. We refer to your reply to comment 48 and 49. We also note
your
revised disclosure in risk factor 1 that your cash on hand as of
December 9, 2004 was $23,241. Please update the disclosure in
this
section, rather than the current disclosure indicating cash on
hand
as of November 25, 2004.
18. We note that you anticipate additional funding will be
required
in the form of equity financing. Please clarify if you intend to
sell shares through public offerings or private placements.
Description of Property
19. We note your disclosure here that your four claims have an
approximate area of 1.49 hectares. In the Description of Business
section you state that you must incur at least $6.00 per hectare
in
exploration work in order to keep the claims in good standing, and
that based on a total of 386 hectares you will have to spend
$2,316.
Please revise to reconcile.
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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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
Division 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 a 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 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.
Questions on other disclosure issues may be directed to Duc
Dang at (202) 824-5508. Questions pertaining to the engineering
comments may be directed to George Schuler, Mining Engineer, at
(202)
824-5527.
Sincerely,
John Reynolds, Assistant
Director
Office of Emerging Growth
Companies
cc: Joseph I. Emas
Fax: (305) 531-1274
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Dynamic Gold Corp.
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