Re:
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Touchstone
Mining Limited
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Form
10-K for the Fiscal Year Ended September 30, 2008
Filed
December 29, 2008
Form
10-Q for the Fiscal Quarter Ended March 31, 2009
Filed
May 20, 2009
File
No.
333-130696
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1.
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Please disclose the conclusions
of management, regarding the effectiveness of your internal control over
financial reporting as of September 30, 2008, to comply with Item 308 of
Regulation S-K.
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2.
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We
note that your auditors have placed reliance on the work of other auditors
in rendering their audit opinion on the inception-to-date information, for
that portion of the cumulative period from September 12, 2005 (inception)
through September 30, 2006. Given this reliance, you will need to include
the report of the prior auditors upon whom reliance is being placed,
provided that you are able to obtain their
permission.
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3.
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The
certifications you attached as Exhibits 31 to your September 30, 2008 Form
10-K and your subsequent interim periodic reports on Form 10-Q, do not
conform to the requirements of Item 601 (b)(31) of Regulation S-K as you
have omitted the language pertaining to your responsibility for internal
control over financial reporting, required in the introductory section of
paragraph 4. Please revise your annual and interim certifications to
comply with your reporting
obligations.
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·
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the
Company is responsible for the adequacy and accuracy of the disclosure in
the filing;
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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
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·
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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.
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By:
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/s/ Nanuk Warman
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Name: Nanuk
Warman
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Title: President
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