SEC Comment Letter for Linear Minerals Corp (LINMF) (CIK 0001066130) (LINMF) — Dec 19, 2017
Linear Minerals Corp (LINMF) (CIK 0001066130)
Date: Dec. 19, 2017 · CIK: 0001066130 · Accession: 0000000000-17-044294
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3561 December 19, 2017 Via E -mail Dennis Cojuco Chief Financial Officer First Energy Metals Limited #1601 -675 West Hastings Street Vancouver, British Columbia, Canada, V6B1N2
Re: First Energy Metals Limited Form 20-F for Fiscal Year Ended March 31, 2017 Filed August 1, 2017 File No. 000 -29870
Dear Mr. Cojuco :
We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 20 -F for Fiscal Year Ended March 31, 2017
Item 17 . Financial Statements, page 54
1. Please present your financial statements under Item 18, rather than Item 17, of Form 20 - F. Refer to General Instruction E(c)(2) of Form 20 -F.
Item 19. Exhibits, page 55 Exhibit 99.1
Report of Independent Registered Chart ered Professional Accountants, page 2
2. Please make arrangements with the former auditor referenced in the other matter paragraph to include their audit report on your financial statements for the fiscal years
Dennis Cojuco First Energy Metals Limited December 19, 2017 Page 2
ended March 31, 2016 and 2015 in an amended filing. Refer to Item 8.A.3 of Form 20 -F and Rule 2 -05 of Regulation S -X.
3. Audit opinions using conditional language, like “may”, in expressing a conclusion concerning the existence of substantial doubt about an entity’s ability to continue as a going con cern are not appropriate. Please make arrangements with your auditor for their report to clearly state that there is substantial doubt about your ability to continue as a going concern, if true. Refer to PCAOB Auditing Standard 2415.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Suying Li at (202) 551 -3335 or me at (202) 551 -3769 with an y questions.
Sincerely,
/s/ Rufus Decker
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Mail Stop 3561 December 19, 2017 Via E -mail Dennis Cojuco Chief Financial Officer First Energy Metals Limited #1601 -675 West Hastings Street Vancouver, British Columbia, Canada, V6B1N2 Re: First Energy Metals Limited Form 20-F for Fiscal Year Ended March 31, 2017 Filed August 1, 2017 File No. 000 -29870 Dear Mr. Cojuco : We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 20 -F for Fiscal Year Ended March 31, 2017 Item 17 . Financial Statements, page 54 1. Please present your financial statements under Item 18, rather than Item 17, of Form 20 - F. Refer to General Instruction E(c)(2) of Form 20 -F. Item 19. Exhibits, page 55 Exhibit 99.1 Report of Independent Registered Chart ered Professional Accountants, page 2 2. Please make arrangements with the former auditor referenced in the other matter paragraph to include their audit report on your financial statements for the fiscal years Dennis Cojuco First Energy Metals Limited December 19, 2017 Page 2 ended March 31, 2016 and 2015 in an amended filing. Refer to Item 8.A.3 of Form 20 -F and Rule 2 -05 of Regulation S -X. 3. Audit opinions using conditional language, like “may”, in expressing a conclusion concerning the existence of substantial doubt about an entity’s ability to continue as a going con cern are not appropriate. Please make arrangements with your auditor for their report to clearly state that there is substantial doubt about your ability to continue as a going concern, if true. Refer to PCAOB Auditing Standard 2415. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Suying Li at (202) 551 -3335 or me at (202) 551 -3769 with an y questions. Sincerely, /s/ Rufus Decker Rufus Decker Accounting Branch Chief Office of Beverages, Apparel and Mining