| Item 4.01 | Changes in Registrant's Certifying Accountant |
On September 11, 2008, Williams & Webster, P.S. (the “Accountant”), the independent accountant for Sterling Mining Company engaged to audit the financial statements for each of the two fiscal years ended December 31, 2007, resigned as Sterling Mining’s independent accountant.
Sterling Mining’s management represents as follows:
(a) The Accountant’s report on the financial statements of Sterling Mining for each of the past two fiscal years did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to audit scope, accounting principles, or uncertainties, except for an adverse opinion regarding Sterling Mining’s internal control over financial reporting as of December 31, 2007. The Accountant’s report on internal control over financial reporting as of December 31, 2007, listed material weaknesses consisting of ineffective oversight of financial reporting; lack of appropriate accounting policies, procedures and personnel; deficient procedures for accounting for investments; deficient journal entry documentation and procedures; and deficient implementation of procedures by management with respect to assessment of internal control over financial reporting as of December 31, 2007.
(b) During Sterling Mining’s two most recent fiscal years and the subsequent interim period through the date of resignation, there were no disagreements with the Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of the Accountant would have caused it to make reference to the subject matter of the disagreement in its reports.
(c) During the two most recent fiscal years and the subsequent interim period through the date of resignation there were no "reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K, except for the Accountant’s report and advice to Sterling Mining regarding internal controls necessary for the development of reliable financial statements. The Accountant identified material weaknesses in internal controls over financial reporting as of December 31, 2007, listed in paragraph (a) above, and an additional material weakness as of June 30, 2008, with respect to in ineffective communication, ineffective oversight, and lack of control over the operations of Sterling Mining’s foreign subsidiary in Mexico that resulted in an employee of the foreign subsidiary misappropriating the assets of the foreign operation. The material weaknesses have been discussed by the Audit Committee of Sterling Ming with the Accountant. The Accountant is authorized to respond fully to the inquiries of the successor accountant concerning the subject matter of the material weaknesses in internal control over financial reporting.
Sterling Mining has provided the Accountant with a copy of the disclosures it is making in this report and has requested that the Accountant furnish a letter addressed to the Commission
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