[Letterhead of]
Dorsey & Whitney LLP
[Toronto Office]
416 367 7370
November 21, 2007
Securities and Exchange Commission
Division of Corporate Finance
100 F Street N.E.
Washington, D.C. 20549-3628
Attn: Mr. Daniel F. Duchovny
VIA FACSIMILE AND EDGAR
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Re: |
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Arizona Star Resource Corp. Schedule 14D-9F filed
November 9, 2007 SEC File No. 005-82578 |
Dear Mr. Duchovny:
On behalf of our client, Arizona Star Resource Corp. (Arizona Star), we are responding to
the letter dated November 20, 2007 (the Comment Letter) from Daniel F. Duchovny, Special Counsel
of the Securities and Exchange Commission (the Commission). Concurrently herewith we transmit for
filing Amendment No. 1 to Arizona Stars Schedule 14D-9F (the Schedule 14D-9F)
Set forth below is the response to the Comment Letter provided to us by Arizona Star. For ease
of reference, each comment contained in the Comment Letter appears directly above the parties
corresponding response.
Schedule 14D-9
Notice
to Shareholders in the United States, page 2
1. |
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The legend appearing here does not appear to comply with the instruction in Part I, Item 2 of
Schedule 14D-9F. Please revise. |
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Response: The Schedule 14D-9F has been amended to include the requested legend. |
Closing Comment
On behalf of our client Arizona Star, we hereby confirm to you Arizona Stars acknowledgements
of the following matters:
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Arizona Star is responsible for the adequacy and accuracy of the disclosure in the
filing; |
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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 |
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Arizona Star 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. |
* * * * * *
Securities and Exchange Commission
November 20, 2007
Page 2
We believe that the Schedule 14D-9F responds completely to all of the issues raised in the
Comment Letter. If you have any questions regarding this letter or the Schedule 14D-9F, please
feel free to contact me at (416) 367-7373.
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Sincerely,
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/s/ Gil I. Cornblum
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Gil I. Cornblum |
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cc: |
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Paul Parisotto (Arizona Star Resource Corp.) |
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John Sabine
Sander Grieve
Linda Misetich
(Fraser Milner Casgrain LLP) |
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