0001493152-16-009024.txt : 20160524 0001493152-16-009024.hdr.sgml : 20160524 20160418143455 ACCESSION NUMBER: 0001493152-16-009024 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Star Mountain Resources, Inc. CENTRAL INDEX KEY: 0001477168 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 270585702 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 8307 SHAFFER PARKWAY STREET 2: SUITE 201 CITY: LITTLETON STATE: CO ZIP: 80127 BUSINESS PHONE: (844) 443-7677 MAIL ADDRESS: STREET 1: 8307 SHAFFER PARKWAY STREET 2: SUITE 201 CITY: LITTLETON STATE: CO ZIP: 80127 FORMER COMPANY: FORMER CONFORMED NAME: JAMESON STANFORD RESOURCES Corp DATE OF NAME CHANGE: 20120501 FORMER COMPANY: FORMER CONFORMED NAME: MyOtherCountryClub.com DATE OF NAME CHANGE: 20091119 CORRESP 1 filename1.htm

legal & compliance, llc

*laura aNTHONy, esq.*	www.legalandcompliance.com
*LAZARUS ROTHSTEIN, ESQ.*	WWW.SECURITIESLAWBLOG.COM
*CHAD FRIEND, ESQ., LLM*	WWW.LAWCAST.COM
*SCOTT BUSCEMI, ESQ.*


*OF COUNSEL:*	*E-MAIL: LROTHSTEIN@LEGALANDCOMPLIANCE.COM*
*JOHN CACOMANOLIS, ESQ.*
*CRAIG D. LINDER, ESQ.*
*PETER P. LINDLEY, ESQ., CPA, MBA*
*STUART REED, ESQ.*
*MARC S. WOOLF, ESQ.*

April 18, 2016

VIA ELECTRONIC EDGAR FILING

John Reynolds

Assistant Director, Office of Beverages, Apparel and Mining

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:	Star Mountain Resources, Inc.
	Form 14C
	Filed January 25, 2016
	File No. 000-54405

Dear Mr. Reynolds:

We have electronically filed herewith on behalf of Star Mountain Resources, Inc. (the “Company”) Amendment No. 2 to the above-referenced Information Statement on Sch. 14C (“Amendment No. 2”). Amendment No. 2 is marked with <R> tags to show changes made from the previous filing. In addition, we have included a narrative response to the oral comments of the staff of the Division of Corporation Finance (the “Staff”) as I discussed with Hillary Daniels.

In order to provide shareholders with additional disclosure regarding the forum selection and fee-shifting provisions in the Restated Bylaws and consistent with the staff’s oral request and consistent with the staff’s February 18, 2016 comment letter, the Company has included the following items in the Notice of Stockholder Action by Written Consent in each place it appears in the Schedule 14C.

	●	Require certain legal proceedings involving our company, or its officers directors or employees be brought in a state or federal court located within the state of Nevada;

	●	Permit the prevailing party in any action brought against us to recover their attorney’s fees; and

This will confirm that there was no change to the Governing Law clause in Section 7(d) of the Certificate Of Designations, Rights and Preferences, Rights and Limitations of Series B and C Preferred Stock of the Company’s current Articles of Incorporation as compared to Section 7(d) of the Company’s Restated Articles. We included on page [9] of the Schedule 14C, however, a cross reference to the explanation in the section “Comparison of Bylaws - Forum Selection; Attorneys Fees” on page [17] as it pertains to the fee-shifting clause in the Restated Articles. The Company provided this additional disclosure because the potential impact of this section on rights of holders of the Company’s preferred stock is similar to the impact of the proposed change to the Forum Selection; Attorneys Fees clause in Section 10 of the Amended Bylaws. The Company further clarified that the Governing Law clause in the Amended Articles only applies to holders of the Company’s preferred stock. The Company further clarified on page 17 that its current Articles of Incorporation and its proposed Restated Articles include the forum selection and fee-shifting provisions.

330 CLEMATIS STREET, #217 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936 ● FAX 561-514-0832

Mr. John Reynolds

Securities and Exchange Commission

April 18, 2016

Page 2

We trust you shall deem Amendment No. 2 and the contents of this transmittal letter responsive to the staff’s oral comments.

If the Staff has any further comments regarding Amendment No. 2 or any subsequent amendments to the Company’s information statement on Sch. 14C, please feel free to contact me.

Legal & Compliance, LLC

By:	/s/ Lazarus Rothstein
	Lazarus Rothstein, Esq.

cc: Joesph Marchal /Star Mountain Resources, Inc.

330 CLEMATIS STREET, #217 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936 ● FAX 561-514-0832