Sharpe Resources Corporation
3258 Mob Neck Road
Heathsville, VA 22473
804-580-8107
February 19, 2010
Mr. Chris White Ms. Sandy Eisen
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
RE: Sharpe Resources Corporation
Form 20-F for the Fiscal Year Ended December 31, 2008
Filed July 14, 2009
Response Letter dated January 22, 2010
File No. 1-34399
Dear Mr. White and Ms. Eisen,
This letter is in response to your letter dated February 1, 2010 regarding a review by the Securities and Exchange Commission of Sharpe Resources Corporation 20-F filing for the fiscal year ended December 31, 2008. Following is our response referencing each item in your letter. We are also filing an amended Form 20-F.
General
1. After reviewing our registered shareholders list dated December 31, 2008, account #11 indicates that CDS & Co. in Toronto, Ontario holds or represents that 24,222,266 common shares are held representing 51.957% of the issued and outstanding shares which are held by Canadian citizens in this account. In regard to the June 30, 2009 registered shareholder list, it indicates in account #11 CDS & Co in Toronto, Ontario holds 24,222,266 common shares or 51.957% of the issued and outstanding shares of Sharpe Resources Corporation which are held by Canadian citizens as at that date. Copies of the registered shareholder lists are attached hereto as Exhibit A.
Based upon these results as at the dates indicated above the Company had a majority of Canadian shareholders.
D. Changes in Internal Control over Financial Reporting, page 39
2. The Company has revised its disclosure to comply with the requirements of Regulation S-K, item308T(b), that requires that the Company disclose any change in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, your internal control over financial reporting.
We have amended our Form 20-F and filed it as Amendment 2 with the necessary changes to our disclosure on page 39 that we believe meet the requirements. Following is how our Item 15-D now reads:
There were no changes in our internal controls or in other factors that could affect these controls subsequent to the date of their most recent evaluation.
Sincerely,
\s\ Roland M. Larsen
Roland M. Larsen
President
EXHIBIT A