File Number: 57832-22
Web site: www.langmichener.com
| Direct Line: (604) 691-7439 |
| Direct Fax Line: (604) 691-7351 |
| E-Mail: akagna@lmls.com |
September 11, 2007
| BY COURIER & FILED BY EDGAR |
| MAIL STOP 7010 |
| The United States Securities |
| and Exchange Commission |
| Division of Corporation Finance |
| 100 F Street, NE |
| Washington, D.C. 20549-7010 |
| Attention: | Mr. Roger Schwall, Assistant Director |
| Ms. Carmen Moncada-Terry |
Dear Sirs/Mesdames:
| Nord Resources Corporation |
| Preliminary Proxy Statement on Schedule 14A |
| Filed August 27, 2007 (the “Preliminary Schedule 14A”) |
| SEC File No. 001-08733 |
We write on behalf of Nord Resources Corporation (the “Company” or “Nord”) in response to Staff’s letter of September 10, 2007 (the "Comment Letter") signed by H. Roger Schwall, Assistant Director, Division of Corporation Finance, United States Securities and Exchange Commission (the “Commission”).
We have filed Amendment No. 1 to the Preliminary Schedule 14A to address your comments and have marked that filing to show the changes made to the Preliminary Schedule 14A. In addition, we provide below our item-by-item responses to the comments made in the Comment Letter. The factual information provided herein relating to the Company has been made available to us by the Company. Paragraph numbering used for each response corresponds to the numbering used in the Comment Letter.
Schedule 14A filed August 27, 2007
Proposal Number Two: Approval of Amendment to Amend Certificate of Incorporation to Increase Authorized Shares of Common Stock, page 31
| 1. | Please disclose whether you presently have any plans, proposals or arrangements to issue the newly authorized shares of common stock in connection with the financing of an acquisition or other transactions. If you have such plans, please so state and discuss in some detail the transaction to be financed. If you do not have such plans, please state that you do not have any plans, proposals or arrangement, written or otherwise, to issue the newly authorized shares. |
| Response: | In response to Staff’s comment, Amendment No. 1 to the PreliminarySchedule 14A includes a statement confirming that the Company hasnot entered into any agreement or arrangement obligating it to issueany of the newly created shares that are the subject of ProposalNumber Two. |
Form 10-QSB for the period ended June 30, 2007
| 2. | Please reconcile for us your statement that your disclosure controls and procedures were not effective as of June 30, 2007 with the statement that your material weakness was “identified and corrected prior to the filing” of the Form 10-QSB. If your controls and procedures are now effective, so state. Otherwise, revise your disclosure to eliminate the suggestion that they are. |
| Response: | During the second quarter of 2007, management identified an errormade by the Company’s third party consulting firm in the valuationof a stock option grant. The error resulted from the consulting firm’sincorrect categorization of the recipient of the grant as an employee,director or third party. This error was considered a materialweakness. Prior to filing the Form 10-QSB for the quarter endedJune 30, 2007, the Company implemented a procedure to clearlyidentify to the consulting firm whether an option holder is anemployee, director or third party. As a result, this material weaknesswas corrected prior to filing the Form 10-QSB for the quarter endedJune 30, 2007. The statement that “this issue”was identified andcorrected prior to filing relates only to the error that had been maderelating to the option valuation. | |
| As disclosed in the Form 10-QSB, management’s evaluation for thequarter separately identified an additional material weaknessrelating to the Company’s lack of financial resources to addpersonnel to the accounting department to support booking of entriesin the Company financial records. Because this weakness continuedto exist as at June 30, 2007, management’s conclusion was that theCompany’s disclosure controls and procedures were not effective asof that date. |
Closing Comments
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in thefiling;
staff comments or changes to disclosure in response to staff comments do not foreclosethe Commission from taking any action with respect to the filing; and
- the company may not assert staff comments as a defense in any proceeding initiated bythe Commission or any person under the federal securities laws of the United States.
| Response: | We enclose herewiththeCompany’slettercontainingtherequestedacknowledgements. |
Yours truly,
/s/ Anita Kagna
Anita Kagna
forLang MichenerLLP
ABK/iag
Encls.
| cc: | Nord Resources Corporation |
| Attention: John T. Perry, President and Chief Executive Officer |