| 1. |
We
note your response to prior comments three and four. It continues
to
remain unclear how you have presented with equal or greater prominence
the
most directly comparable measure calculated in accordance with GAAP
and
reconciled these per unit cash flow measures to the most directly
comparable measure calculated in accordance with GAAP given the absence
of
a comparable measure under Canadian GAAP. In this regard we note
CICA
1540.53 to 55.
|
| 2. |
We
note your response to prior comment five. Please note that your disclosure
as set forth on page three indicates that there have been no significant
changes to the Company’s controls which does not comply with the
requirement to disclosure any
change in your internal control over financial reporting identified
in
connection with the evaluation required by paragraph (d) of Exchange
Act
Rules 13a-15 or 15d-15 that occurred during the fiscal period that
has
“materially affected, or is reasonably likely to materially affect,
your
internal control over financial reporting.” Please revise your disclosure
accordingly, if true or otherwise
advise.
|
| 3. |
We
note your response to prior comment eight indicating that you have
concluded that the acquisition of the West Stoddart area in Northeast
British Columbia on December 22, 2004 and producing properties in
the
Celtic area of Saskatchewan do not qualify as business acquisitions
under
SFAS 141 or EITF Issue 98-3. However, we note that these interests
appear
to be producing properties which typically meet the definition of
a
business for U.S. GAAP reporting purposes. Please explain how you
consider
the guidance in the Division of Corporation Finance’s Frequently
Requested Accounting and Financial Reporting Interpretations and
Guidance,
Item C. Financial Statements for Acquired Oil & Gas Producing
Properties of Part III. Guidance about Financial Statement
Requirements
which can be located at our website
at:
|
| 4. |
We
note your response to prior comment 13 indicating you will expand
your
future disclosures regarding how you consider the cost of properties
not
being amortized in your full costs ceiling analysis. Please provide
us
with the text of your intended
disclosure.
|