December 9, 2005
Mr. Phil Derry, Chief Financial Officer
Capital Mineral Investors, Inc.
9217 Pavilion Place
Mission, BC
CANADA V2V 6X6
Re: Capital Mineral Investors, Inc.
Form 10-KSB for Fiscal Year Ended December 31, 2004
Filed March 18, 2005
Form 10-QSB for Fiscal Quarter Ended March 31, 2005
Filed May 16, 2005
File No. 0-50403
Dear Mr. Derry:
We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments. Where indicated, we think you should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments. The page numbers referenced below correspond
to
those utilized in the forms indicated as filed on the EDGAR
system.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-KSB for the Fiscal Year Ended December 31, 2004
Financial Statements
Note 2 - Summary of Significant Accounting Policies
Long-lived assets, page 19 of 33
1. Your policy for impairment should refer to Statement of
Financial
Accounting Standards Number 144, which is effective for fiscal
years
beginning after December 31, 2001. Please revise your disclosure
to
indicate, if true, that you have adopted this standard.
Mineral property acquisition costs and deferred exploration
expenditures, page 21 of 33
2. Your policy indicates that mineral property acquisition costs
are
expensed as incurred, rather than capitalized and evaluated for
indications of impairment as required under Emerging Issue Task
Force
Issue 04-02. Please revise your disclosure to indicate, if true,
that your policy is to capitalize such costs.
Note 5 - Capital Stock, page 22 of 33
3. Please remove your disclosure indicating that the Securities
and
Exchange Commission has authorized you to sell your stock to the
public.
Controls and Procedures, page 23 of 33
4. You state that your most recent evaluation was completed within
90
days of the filing of this Form 10-KSB. However, Item 307 of
Regulation S-B requires that you disclose your conclusions
regarding
the effectiveness of your disclosure controls and procedures as of
the end of the period covered by the report. Please revise your
disclosure accordingly and provide us with a written
representation,
if true, that your evaluations were indeed performed as of the end
of
the period covered by your reports in your Form 10-KSB for 2004
and
Form 10-QSB for each quarter in 2005.
5. You also state that there were no "significant changes" in your
"internal controls" and no factors that could "significantly
affect"
these controls subsequent to the date of their evaluation.
However,
Item 308(c) of Regulation S-B requires that you disclose any
change
in the registrant`s "internal control over financial reporting"
identified in connection with the evaluation required by paragraph
(d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during
the
fourth fiscal quarter that has "materially affected, or is
reasonably
likely to materially affect, the small business issuer`s internal
control over financial reporting." Please revise your disclosure
accordingly and provide us with a written representation, if true,
that there were "no changes" in your internal controls in the
periods
covered by your reports included in Form 10-KSB for 2004 and Form
10-
QSB for each quarter in 2005.
Exhibit 31.1 - Rule 13(a)-14(a)/15(d)-14(a) Certifications, pages
30
and 31 of 33
6. We note that the wording of your certifications does not
conform
to the wording required by Item 601(b)(31) of Regulation S-B as
amended by Section 302 of the Sarbanes Oxley Act. Please refer to
Financial Release 33-8238 or to Item 601(b)(31) of Regulation S-B
for
the correct wording of these certifications. Please revise your
certifications accordingly.
Form 10-QSB for the Fiscal Quarters Ended March 31, 2005
Financial Statements
7. Please provide a statement of operations for the three month
periods ended March 31, 2005 and 2004 in an amended Form 10-QSB
for
the Fiscal Quarters Ended March 31, 2005.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
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 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 filing; 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.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Gary Newberry at (202) 551-3761 if you have
questions regarding comments on the financial statements and
related
matters. Please contact me at (202) 551- 3684 with any other
questions.
Sincerely,
April Sifford
Branch Chief
??
??
??
??
Mr. Phil Derry
Capital Mineral Investors, Inc.
December 9, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010