SEC Company Response from SOLITARIO RESOURCES CORP. (XPL) (CIK 0000917225) (XPL) — Sep 11, 2012
SOLITARIO RESOURCES CORP. (XPL) (CIK 0000917225)
Date: Sept. 11, 2012 · CIK: 0000917225 · Accession: 0000917225-12-000047
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-32978
Referenced dates: September 6, 2012
Letter
Via EDGAR Securities and Exchange Commission Division of Corporation Finance Solitario Exploration & Royalty Corp. ("Solitario or the "Company”) Form 10-K for the Year Ended December 31, 2011 Filed March 12, 2012 SEC File No. 001-32978
Dear Ms. Jenkins:
Set forth below are our responses to the comments of the staff of the Securities and Exchange Commission (the "Staff"). The number of the responses and headings set forth below correspond to the numbered comments and headings on the letter from the Staff.
Furthermore, Solitario acknowledges the following:
· Solitario is responsible for the adequacy and accuracy of the disclosure in our filing with the Securities and Exchange Commission (the "SEC"); and
· Staff comments or changes to disclosures in response to Staff comments do not foreclose the SEC from taking any action with respect to our filing; and
· Solitario may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States
SEC COMMENT:
Form 10-K for Fiscal Year Ended December 31, 2011
Report of Independent Registered Public Accounting Firm, page
1. We note that the auditor’s report included in your Form 10-K is missing the conformed signature of the independent registered public accounting firm. Please revise the Form 10-K to provide an accountant’s report with a conformed signature. This comment also applies to the accountant’s consent, filed as Exhibit 23.1. Refer to Rule 2-02(a) of Regulation S-X and Item 302 of Regulation S-T.
RESPONSE:
Please refer to Solitario’s filing on Form 10-K/A, Amendment No. 1, filed September 10, 2012 (the “Amendment”). In this filing, the auditor’s report includes the conformed signature of Solitario’s independent registered public accounting firm, and the consent filed as Exhibit 23.1 also contains the appropriate confirmed signature. In addition as part of our review of the original filing we also noted an incorrect form of the consent of SRK Consulting (US) Inc., was filed, and we included Exhibit 23.2 with the proper information in the Amendment.
As part of the Form 10-K/A, Amendment No. 1 filing, we have included the required Certifications of our Chief Executive Officer and Chief Financial Officer. The Amendment includes an explanatory note explaining the revisions contained therein.
Item 9A. Controls and Procedures, page 87
2. Confirm to us that you will disclose in future Exchange Act filings whether or not there were any changes in your internal control over financial reporting pursuant to Item 308(c) of Regulation S-K.
RESPONSE:
We confirm that we will disclose in future filings pursuant to the Securities and Exchange Act of 1934 (the “Exchange Act”) whether or not there were any changes in our internal control over financial reporting pursuant to Item 308(c) of Regulation S-K and if there are any such changes, those changes will be disclosed.
SUMMARY AND CONCLUSION:
As a result of the filing of the Amendment, and our assurance that we will disclose in future Exchange Act filings whether or not there were any changes in our internal control over financial reporting, Solitario respectfully submits that it has addressed the comments in the Staff’s letter dated September 6, 2012.
If you have any questions regarding this response letter, please contact either Christopher E. Herald or me at Solitario at (303) 534-1030.
Sincerely,
/s/ James R. Maronick
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CORRESP
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filename1.htm
September 11, 2012
Via EDGAR
Securities and Exchange Commission
ATTN: Tia L. Jenkins
Senior Assistant Chief Accountant
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549-4628
Re: Comment letter dated September 6, 2012
Solitario Exploration & Royalty Corp. ("Solitario
or the "Company”)
Form 10-K for the Year Ended December 31, 2011
Filed March 12, 2012
SEC File No. 001-32978
Dear Ms. Jenkins:
Set forth below are our responses to the comments of the staff of
the Securities and Exchange Commission (the "Staff"). The number of the responses and headings set forth below correspond
to the numbered comments and headings on the letter from the Staff.
Furthermore, Solitario acknowledges the following:
· Solitario is responsible for the adequacy and accuracy of the disclosure in our filing with the Securities and Exchange Commission
(the "SEC"); and
· Staff comments or changes to disclosures in response to Staff comments do not foreclose the SEC from taking any action with
respect to our filing; and
· Solitario may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal
securities laws of the United States
SEC COMMENT:
Form 10-K for Fiscal Year Ended December 31, 2011
Report of Independent Registered Public Accounting Firm, page
58
1. We note that the auditor’s report included in your Form 10-K is missing the conformed
signature of the independent registered public accounting firm. Please revise the Form 10-K to provide an accountant’s report
with a conformed signature. This comment also applies to the accountant’s consent, filed as Exhibit 23.1. Refer to Rule 2-02(a)
of Regulation S-X and Item 302 of Regulation S-T.
RESPONSE:
Please refer to Solitario’s filing on Form 10-K/A, Amendment
No. 1, filed September 10, 2012 (the “Amendment”). In this filing, the auditor’s report includes the conformed
signature of Solitario’s independent registered public accounting firm, and the consent filed as Exhibit 23.1 also contains
the appropriate confirmed signature. In addition as part of our review of the original filing we also noted an incorrect form of
the consent of SRK Consulting (US) Inc., was filed, and we included Exhibit 23.2 with the proper information in the Amendment.
As part of the Form 10-K/A, Amendment No. 1 filing, we have included
the required Certifications of our Chief Executive Officer and Chief Financial Officer. The Amendment includes an explanatory note
explaining the revisions contained therein.
Item 9A. Controls and Procedures, page 87
2. Confirm to us that you will disclose in future Exchange Act filings whether or not there were
any changes in your internal control over financial reporting pursuant to Item 308(c) of Regulation S-K.
RESPONSE:
We confirm that we will disclose in future filings pursuant to the
Securities and Exchange Act of 1934 (the “Exchange Act”) whether or not there were any changes in our internal control
over financial reporting pursuant to Item 308(c) of Regulation S-K and if there are any such changes, those changes will be disclosed.
SUMMARY AND CONCLUSION:
As a result of the filing of the Amendment, and our assurance that
we will disclose in future Exchange Act filings whether or not there were any changes in our internal control over financial reporting,
Solitario respectfully submits that it has addressed the comments in the Staff’s letter dated September 6, 2012.
If you have any questions regarding this response letter,
please contact either Christopher E. Herald or me at Solitario at (303) 534-1030.
Sincerely,
/s/ James R. Maronick
CFO
Solitario Exploration & Royalty Corp.