-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QNW3nIzWk9/YXj0J6PZM09qhOtR+vi5S7cnvQmzmxzf0+mcna0An9kRsgXGowaKT mmo1zLXmQyoKbRRwrabOWg== 0000000000-06-034283.txt : 20060907 0000000000-06-034283.hdr.sgml : 20060907 20060724090236 ACCESSION NUMBER: 0000000000-06-034283 CONFORMED SUBMISSION TYPE: UPLOAD PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060724 FILED FOR: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN GOLDRUSH CORP CENTRAL INDEX KEY: 0001301574 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 879374403 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: UPLOAD BUSINESS ADDRESS: STREET 1: 1155 WEST PENDER, SUITE 708 CITY: VANCOUVER STATE: A1 ZIP: V6E 2P4 BUSINESS PHONE: 604-974-1175 MAIL ADDRESS: STREET 1: 1155 WEST PENDER, SUITE 708 CITY: VANCOUVER STATE: A1 ZIP: V6E 2P4 PUBLIC REFERENCE ACCESSION NUMBER: 0000939802-05-000075 LETTER 1 filename1.txt April 4, 2005 Ronald C. Blomkamp Chairman, President and Chief Executive Officer American Goldrush Corporation 1155 West Pender, Suite 708 Vancouver, British Columbia V6E 2P4 Re: American Goldrush Corporation Amendment No. 2 to Form F-1 filed March 4, 2005 File No. 333-120722 Dear Mr. Blompkamp: 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. 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 and 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. Regulation and Environmental Matters 1. We note your disclosure and that you are not subject to any rules and regulations governing mineral resource exploration until you commence prospecting of your claims. Please disclose the rules and regulations that will govern your explorations once you have commenced prospecting of the claims. ******** 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 this action 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. Closing 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. As appropriate, please amend your registration statements 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. Direct any questions on the financial statements and related disclosure to John Weitzel at (202) 942 -1807, or Barry Stem (202) 942-1919. Direct any questions regarding engineering comments to Ken Schuler at (202) 824-5527. Direct any other questions to Susan Min at (202) 942-1951, or in her absence to me at (202) 942-2990. Sincerely, Mary Cascio Special Counsel Office of International Corporate Finance cc: via facsimile David Lubin David Lubin & Associates (516) 569-5053 fax ?? ?? ?? ?? American Goldrush Corporation April 4, 2005 Page 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-0405 DIVISION OF CORPORATION FINANCE -----END PRIVACY-ENHANCED MESSAGE-----