Cindisue Mining Corp.
11255 Tierrasanta Blvd., Unit 78
San Diego, CA 92124
Telephone (858)278-1166 Fax (904)369-5658
cindisuemining@yahoo.com
April 26, 2010
Mr. Roger Schwall
U.S. Securities and Exchange Commission
Division of Corporate Finance
Washington, DC 20549
Re: Cindisue Mining Corp.
Registration Statement on Form S-1
Filed March 8, 2010
File Number: 333-165302
Dear Mr. Schwall:
Thank you for your review of our registration statement. We have revised the
document according to your letter dated April 2, 2010 to incorporate the
following changes:
Form S-1
General
1. We confirm that we made parallel changes throughout the document.
2. We have provided updated consents with this amendment.
Risk Factors
3. We have added a risk factor that addresses the fact that since 1999
Mr. McLeod has been an officer, director, or geologist for over twenty
companies, most of which have not moved forward with exploration
activities, and five of which have changed businesses and completely
abandoned exploration activities.
4. We have revised any risk factor where the subcaption did not
adequately describe the risk.
Use of Proceeds
5. We have revised to state that Mr. Cooper has no legal obligation to
pay for reclamation costs. We have added a risk factor with related
disclosure.
Dilution
6. We have corrected the dilution figures.
Cindisue Mining Corp.
11255 Tierrasanta Blvd., Unit 78
San Diego, CA 92124
Telephone (858)278-1166 Fax (904)369-5658
cindisuemining@yahoo.com
Description of our Business
7. We do not have any current plans, proposals or arrangements, written
or otherwise, to seek a business combination with any other entity in
the near future, therefore we have not provided a disclosure to that
effect.
Management's Discussion and Analysis or Plan of Operation
Limited Operating History; Need for Additional Capital
8. We have corrected the disclosure in this section to match the
disclosure that we plan on completing both Phases 1 and 2.
Directors, Executive Officers, Promoters and Control Persons
9. Mr. Cooper has had over twenty years of business experience, this
includes management as well as marketing. Mr. Cooper has successfully
run his own business for over nine years. Mr. Cooper will be managing
consultants who are experts in the business of the Company and
therefore his management experience is foremost. Mr. Cooper will be
the majority owner of the Company and therefore has the greatest
incentive to make the Company prosperous.
Director Compensation
10. The Board took into consideration that the Company was a newly formed
corporation and had no assets. The value of the Company was determined
to be the cost of incorporation. The incorporation cost was
approximately $599. On the basis of the 3,000,000 shares issued this
would be $0.0002 per share or two times the par value. Mr. Cooper paid
$0.005 per share or 25 times the computed value. This was considered
fair and reasonable by the Board.
Future Sales by Existing Stockholders
11. We have revised the disclosure to state that Mr. Cooper would be able
to sell his shares under Rule 144 commencing six months after their
acquisition unless the registrant has been subject to the reporting
requirements of Section 13 or 15(d) of the Exhange Act for a period of
at least 90 days immediately before the sale.
Disclosure of Commission Position....
12. We have replaced the reference to "small business issuer" with a
reference to "smaller reporting company".
Cindisue Mining Corp.
11255 Tierrasanta Blvd., Unit 78
San Diego, CA 92124
Telephone (858)278-1166 Fax (904)369-5658
cindisuemining@yahoo.com
Financial Statements
Audit Report
13. We requested that the auditor provide us with an amended audit report
addressing your comments. The new report is included in the amendment.
Note 2 - Summary of Significant Accounting Policies
Mineral Property Acquisition and Exploration Costs
14. We have revised our disclosures and accounting for mineral properties
as required.
Exhibits
15. We have corrected the exhibit numbers and we have also included the
maps of the property in the exhibit list.
Very truly yours,
/s/ Donovan L. Cooper
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Donovan L. Cooper
President & CEO