Correspondence
INDUSTRIAL MINERALS, INC
346 Waverly Street
Ottawa, Ontario
K2P 0W5
Tel: 613-288-4288
Tel: 604-970-0901
e-mail: robertdinning@gmail.com
April 1, 2009
United States Securities and Exchange Commission
Division of Corporate Finance
100F Street, N.E.
Washington D.C. 20549 - 7010
Attention Mark A. Wojciechowski - Staff Accountant
Re: Industrial Minerals, Inc., SEC File No. 0-30651
Letter of February 27, 2009 Regarding Previous Filings
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We have reviewed your comments of February 27, 2009 and propose revised language
for an amended 10-KSB for fiscal year ended December 31, 2007 as follows:
CONTROLS AND PROCEDURES
Under the supervision and with the participation of Robert G. Dinning, our Chief
Executive Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our disclosure controls and procedures as defined in Rule
13a-15(e) promulgated under the Securities Exchange Act of 1934 as of the end of
the period covered by this report. Based on his evaluation, Mr. Dinning
concluded that the Company's disclosure controls and procedures are not
effective to ensure that information required to be included in the Company's
periodic SEC filings is recorded, processed, summarized, and reported within the
time periods specified in the SEC rules and forms.
The internal control deficiencies noted consisted primarily of inadequate
staffing and supervision that could lead to the untimely identification and
resolution of accounting and disclosure matters and failure to perform timely
and effective reviews. However, the size of the Company prevents it from being
able to employ sufficient resources to enable it to have adequate segregation of
duties within its internal control system. Mr. Dinning oversees our accounting
and general internal control process, allowing him to override our internal
control systems. As we have a very limited staff, we do not have other
management staff with financial accounting experience for purposes of
crosschecking or advising Mr. Dinning on our accounting or financial reporting
processes. Our current processes and procedures require substantive manual
intervention, estimation and reliance on several sources of information that are
not integrated with our accounting system.
Accordingly, we have concluded that the above is a result of material weaknesses
in our internal controls over financial reporting. Other than described above,
there have been no changes in our internal controls or in other factors that
could affect internal controls subsequent to December 31, 2008.
Representations
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As President and Chief Executive Officer of Industrial Minerals, Inc., (the
"Registrant") I hereby acknowledge the following:
The Registrant is responsible for the adequacy and accuracy of the
disclosure in the filing;
Staff comments or changes to the disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to the
filing; and
The Registrant may not assert staff comments as a defense in any initiated
by the Commission or any person under the federal securities laws of the
United States.
Sincerely,
INDUSTRIAL MINERALS, INC.
By: /s/ Robert Dinning
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Robert Dinning
President and Chief Executive Officer