JEFFREY G. KLEIN, P.A.
301 Yamato Road Suite 1240
Boca Raton, Florida 33431
Telephone: (561)953-1126 | Telefax: (561)994-6693 |
| Email: jklein@jkleinlegal.com |
July 20, 2015
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D. C. 20549
Attention: Ruairi Regan
Re:
Mindesta Inc.
Amended Annual Report on Form 10-K
Filed June 9, 2014
File No. 000-30651
Dear Sir/Madam:
The following responses are filed in connection with the Commission’s comment letter dated June 24, 2015.
1. With respect to comment No. 1, and the $308,439 in stock compensation reflected in the Company’s footnotes to financial statements we have provided a detail breakdown identifying option grants and stock based compensation. Summarizing the stock based compensation:
Name:
No of Options
Share-Based Payments
StevenAbbound
1,250,000
$ 31,412
Dana Allen
1,250,000
$ 31,412
Allen Greenspoon
5,000,000
$110,243
Stephen Hould
3,000,000
$ 67,686
Michele Hamilton
1,250,000
$ 28,203
Guilles Derome
1,750,000
$ 39,484
________________________________________________________________
TOTAL
$308,439
We have included the required Year-End tabe as required by Item 402(p) of Regulation S-K.
We have also revised the compensation table to include the $60,000 management fee as compensation.
2.
With respect to comment No. 2 and the compensation due Ms. Letellier, we have included the stock based compensation of $500,000 in the compensation chart.
3.
With respect to comment No. 3, we concur with your comment that there were a sufficient number of authorized shares. However, since the shares were not issued, we believe that the liability to issue additional shares of common stock is correct.
4.
With respect to comment No. 4, we reconfirm that all shares of common stock issuable to the consultants are fully vested. Due to an oversight by management, the Company did not instruct the transfer agent to issue the consultant shares. All shares of common stock issuable to the consultants have been issued.
Should you have further questions, please do not hesitate to contact the undersigned.
Sincerely,
/s/Jeffrey G. Klein
Jeffrey G. Klein, counsel
MINDESTA, INC.
(Stationary)
July 20, 2015
Securities and Exchange Commission
Washington, D.C. 20549
Re:
Mindesta, Inc. .
Amended Annual Report on Form 10-K
Filed June 9, 2015
File No. 000-30651
Dear Sir/Madam:
The following is filed in connection with the comment letter dated June 24, 2015.
The undersigned, on behalf of MINDESTA, INC. acknowledges 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 filings; 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.
Sincerely,
/s/ Pankaj Modi
Pankaj Modi, Chief Executive Officer