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SEC Comment Letter for Linear Minerals Corp (LINMF) (CIK 0001066130) (LINMF) — Dec 27, 2007

Linear Minerals Corp (LINMF) (CIK 0001066130)
Date: Dec. 27, 2007 · CIK: 0001066130 · Accession: 0000000000-07-062405

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
December 27, 2007
Author
Not clearly detected
Form
UPLOAD
Company
Linear Minerals Corp (LINMF) (CIK 0001066130)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE MAIL STOP 7010 December 27, 2007 Mr. Frank A. Lang Chairman, President and CEO Cream Minerals Ltd. 570 Granville Street, Suite 1400 Vancouver, B.C., Canada V6C 3P1 Re: Cream Minerals Ltd. Form 20-F for Fiscal Year Ended March 31, 2007 Filed October 2, 2007 File No. 0-29870

Dear Mr. Lang: We have reviewed your filing and have the following comments. We have limited our review of your filing to those issues we have addressed in our comments. Please provide a written response to our comments. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may 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 any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.

Form 20-F for the Fiscal Year Ended March 31, 2007

Controls and Procedures, page 69

1. Your filing indicates that this section is not applicable. Although the management’s annual report on internal control over financial reporting and an attestation report of your public accounting firm is not yet required, disclosures regarding disclosure controls and procedures and changes in internal control over financial reporting are required. Refer to the instructions for Form 20-F. Other

Mr. Frank A. Lang Cream Minerals Ltd. December 27, 2007 Page 2

2. It appears that you have not provided interim financial information on Form 6-K. Please note that this information is required to be provided in the U.S. when it is required in Canada. See General Instruction B top Form 6-K Engineering Comments

General

3. Please insert a small-scale map showing the location and access to each property, as required by Instruction 1(a) to Item 4.D of Form 20-F. Please note that SEC’s EDGAR program now accepts Adobe PDF files and digital maps, so please include these maps in any amendments that are uploaded to EDGAR. It is relatively easy to include automatic links at the appropriate locations within the document to GIF or JPEG files, which will allow figures and diagrams to appear in the right location when the document is viewed on the Internet. For more information, please consult the EDGAR manual, and if additional assistance is required, please call Filer Support at 202-551-8900. We believe the guidance in Instruction 1(a) to Item 4.D of Form 20-F would generally require maps and drawings to comply with the following features:

• A legend or explanation showing, by means of pattern or symbol, every pattern or symbol used on the map or drawing.

• A graphical bar scale should be included. Additional representations of scale such as "one inch equals one mile" may be utilized provided the original scale of the map has not been altered.

• A north arrow.

• An index map showing where the property is situated in relationship to the state or province, etc., in which it was located.

• A title of the map or drawing, and the date on which it was drawn.

• In the event interpretive data is submitted in conjunction with any map, the identity of the geologist or engineer that prepared such data.

Any drawing should be simple enough or of sufficiently large scale to clearly show all features on the drawing. Property Description, page 21

Mr. Frank A. Lang Cream Minerals Ltd. December 27, 2007 Page 3

4. With the passage of National Instrument 43-101 in Canada, disclosure using non-SEC reserve definitions and resource estimates is allowed for Canadian incorporated companies under the exception in Instruction 3 to Paragraph (b)(5) of Industry Guide 7. However, all mineral reserve or resource estimates that you disclose under this provision must meet the standards of National Instrument 43-101. Since you disclose that you cannot confirm that such information relating to the Sewa River places is in compliance with NI 43-101, you may need to remove disclosure of the related estimates. Closing Comments

Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a letter that keys your responses to our comments and provides any requested information. Detailed letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment 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. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing; ‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and ‚ the company may not assert staff comments 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 Di vision of Corporation Finance in our review of your filing or in response to our comments on your filing.

Mr. Frank A. Lang Cream Minerals Ltd. December 27, 2007 Page 4

You may contact Sandy Eisen at (202) 551-3864 if you have questions regarding comments on the financial statements and related matters. You may contact George K. Schuler, Mining Engineer, at (202) 551-3718 with questions about engineering comments. Please contact me at (202) 551-3489 with any other questions. S i n c e r e l y , B r a d S k i n n e r Senior Assistant Chief Accountant

Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
       December 27, 2007
 Mr. Frank A. Lang Chairman, President and CEO Cream Minerals Ltd. 570 Granville Street, Suite 1400 Vancouver, B.C., Canada  V6C 3P1
 Re: Cream Minerals Ltd.
  Form 20-F for Fiscal Year Ended March 31, 2007
Filed October 2, 2007
  File No. 0-29870

Dear Mr. Lang:
We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those issues we have addressed in our comments. Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 20-F for the Fiscal Year Ended March 31, 2007

 Controls and Procedures, page 69

 1. Your filing indicates that this section is not applicable.  Although the management’s annual report on internal control over financial reporting and an attestation report of your public accounting firm is not yet required, disclosures regarding disclosure controls and procedures and changes in internal control over financial reporting are required.  Refer to the instructions for Form 20-F.
    Other

Mr. Frank A. Lang
Cream Minerals Ltd.
December 27, 2007 Page 2

 2. It appears that you have not provided interim financial information on Form 6-K.  Please note that this information is required to be provided in the U.S. when it is required in Canada.  See General Instruction B top Form 6-K
 Engineering Comments

 General

 3. Please insert a small-scale map showing the location and access to each property, as required by Instruction 1(a) to Item 4.D of Form 20-F.  Please note that SEC’s EDGAR program now accepts Adobe PDF files and digital maps, so please include these maps in any amendments that are uploaded to EDGAR.  It is relatively easy to include automatic links at the appropriate locations within the document to GIF or JPEG files, which will allow figures and diagrams to appear in the right location when the document is viewed on the Internet.  For more information, please consult the EDGAR manual, and if additional assistance is required, please call Filer Support at 202-551-8900. We believe the guidance in Instruction 1(a) to Item 4.D of Form 20-F would generally require maps and drawings to comply with the following features:

• A legend or explanation showing, by means of pattern or symbol, every pattern or symbol used on the map or drawing.

• A graphical bar scale should be included.  Additional representations of scale such as "one inch equals one mile" may be utilized provided the original scale of the map has not been altered.

• A north arrow.

• An index map showing where the property is situated in relationship to the state or province, etc., in which it was located.

• A title of the map or drawing, and the date on which it was drawn.

• In the event interpretive data is submitted in conjunction with any map, the identity of the geologist or engineer that prepared such data.

Any drawing should be simple enough or of sufficiently large scale to clearly show all features on the drawing.
 Property Description, page 21

Mr. Frank A. Lang
Cream Minerals Ltd.
December 27, 2007 Page 3

4. With the passage of National Instrument 43-101 in Canada, disclosure using non-SEC reserve definitions and resource estimates is allowed for Canadian incorporated companies under the exception in Instruction 3 to Paragraph (b)(5) of Industry Guide 7.  However, all mineral reserve or resource estimates that you disclose under this provision must meet the standards of National Instrument 43-101.  Since you disclose that you cannot confirm that such information relating to the Sewa River places is in compliance with NI 43-101, you may need to remove disclosure of the related estimates.
  Closing Comments

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment 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.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments 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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. Frank A. Lang
Cream Minerals Ltd. December 27, 2007 Page 4

 You may contact Sandy Eisen at (202) 551-3864 if you have questions regarding comments on the financial statements and related matters.  You may contact George K. Schuler, Mining Engineer, at (202) 551-3718 with questions about engineering comments.  Please contact me at (202) 551-3489 with any other questions.         S i n c e r e l y ,            B r a d  S k i n n e r         Senior Assistant Chief Accountant