CTTH / CTT Pharmaceutical Holdings, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

СТТ Фармасьютикал Холдингс, Инк.
US ˙ OTCPK

Основная статистика
CIK 1035422
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to CTT Pharmaceutical Holdings, Inc.
SEC Filings (Chronological Order)
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March 29, 2016 15-12G

CTT Pharmaceutical Holdings CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION

Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-30651 CTT PHARMACEUTICAL HOLDINGS, INC. (Exact name of registran

February 24, 2016 EX-17

Lucie Letellier 88 Ramsay road Chelsea, Quebec J9B 2J1

Letter of Resignation Exhibit 17 Lucie Letellier 88 Ramsay road Chelsea, Quebec J9B 2J1 February 3, 2016 CTT PHARMACEUTICAL HOLDINGS INC.

February 24, 2016 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Amended Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K/A-1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 February 3, 2016 Date of Report (Date of earliest event reported) CTT PHARMACEUTICAL HOLDINGS, INC.

February 11, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 mdst8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 February 11, 2016 Date of Report (Date of earliest event reported) CTT PHARMACEUTICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-30651 11-3763974 (State or other jurisdiction (Commissi

November 23, 2015 10-Q

CTT Pharmaceutical Holdings QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-30651 CTT PHARMACEUTICAL HOLDINGS, INC.

November 18, 2015 10-Q/A

CTT Pharmaceutical Holdings AMENDED QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A-1 þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-30651 CTT PHARMACEUTICAL HOLDINGS, INC.

November 16, 2015 NT 10-Q

CTT Pharmaceutical Holdings NOTIFICATION OF LATE FILING

Notification of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 12, 2015 10-Q/A

CTT Pharmaceutical Holdings AMENDED QUARTERLY REPORT (Quarterly Report)

Amended Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A-1 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-30651 CTT PHARMACEUTICAL HOLDINGS, INC.

November 5, 2015 CORRESP

CTT Pharmaceutical Holdings ESP

CORRESP 1 filename1.htm JEFFREY G. KLEIN, P.A. 301 Yamato Road Suite 1240 Boca Raton, Florida 33431 Telephone: (561)953-1126 Telefax: (561)994-6693 Email: [email protected] November 5, 2015 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Ruairi Regan Re: CTT Pharmaceutical Holdings, Inc. f/k/a Mindesta Inc. Amended

November 3, 2015 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 July 30, 2015 Date of Report (Date of earliest event reported) CTT PHARMACEUTICAL HOLDINGS, INC.

October 9, 2015 CORRESP

CTT Pharmaceutical Holdings ESP

Response Letter JEFFREY G. KLEIN, P.A. 301 Yamato Road Suite 1240 Boca Raton, Florida 33431 Telephone: (561)953-1126 Telefax: (561)994-6693 Email: [email protected] October 9, 2015 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Ruairi Regan Re: CTT Pharmaceutical Holdings, Inc. f/k/a Mindesta Inc. Amended Annual Re

October 8, 2015 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K A-3 þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2014 ¨ TRANSITION REPORT PURSUANT TO SE

10-K/A 1 mdst10k.htm AMENDED ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ——————— FORM 10-K A-3 þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi

August 19, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR ¨ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-30651 CTT PHARMACEUTICAL HOLDINGS, INC.

August 14, 2015 NT 10-Q

CTT Pharmaceutical Holdings NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-30651 NOTIFICATION OF LATE FILING (Check one): Form 10-K Form 20-F Form 11-K ü Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: June 30, 2015 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Report o

July 30, 2015 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 mdst8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 July 20, 2015 Date of Report (Date of earliest event reported) CTT PHARMACEUTICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) MINDESTA INC. (Former Name of Registrant) Delaware 000-30651 11-3763974

July 30, 2015 EX-3.1

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF MINDESTA, INC.

Certificate of Amendment to the Certificate of Incorporation EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF MINDESTA, INC. Mindesta, Inc.., a corporation organized and existing under and by virtue of the General Corporation Law (the ?GCL?) of the State of Delaware (the ?Corporation?), does hereby certify: That at a Meeting of the Board of Directors of the Corporation, reso

July 21, 2015 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K A-2 þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2014 ¨ TRANSITION REPORT PURSUANT TO SE

Annual Report - Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ——————— FORM 10-K A-2 þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file

July 21, 2015 CORRESP

JEFFREY G. KLEIN, P.A. 301 Yamato Road Suite 1240 Boca Raton, Florida 33431

Response Letter JEFFREY G. KLEIN, P.A. 301 Yamato Road Suite 1240 Boca Raton, Florida 33431 Telephone: (561)953-1126 Telefax: (561)994-6693 Email: [email protected] July 20, 2015 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Ruairi Regan Re: Mindesta Inc. Amended Annual Report on Form 10-K Filed June 9, 2014 File

June 19, 2015 DEF 14C

CTT Pharmaceutical Holdings DEFINITIVE INFORMATION STATEMENT

Schedule 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by Registrant ? Filed by Party other than Registrant ? Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2

June 16, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 June 15, 2015 Date of Report (Date of earliest event reported) MINDESTA INC.

June 9, 2015 EX-10.3

CONSULTING AGREEMENT

EX-10.3 4 mdstex10z3.htm CONSULTING AGREEMENT EXHIBIT 10.3 CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is effective as of the 1st day of October, 2014 by and between Mindesta, Inc., a Delaware corporation (the "Company"), and Tracy Albert ("FINANCIAL CONSULTANT"). WHEREAS, the Company desires to have FINANCIAL CONSULTANT provide certain consulting services, as described in Se

June 9, 2015 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K A-1 þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2014 ¨ TRANSITION REPORT PURSUANT TO SE

10-K/A 1 mdst10k.htm ANNUAL REPORT - AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ——————— FORM 10-K A-1 þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fro

June 9, 2015 EX-10.7

CONSULTING AGREEMENT

EXHIBIT 10.7 CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is effective as of the first day of October, 2014 by and between Mindesta, Inc., a Delaware corporation (the "Company"), and Tony Zacconi ("Consultant"). WHEREAS, the Company desires to have Consultant provide certain consulting services, as described in Section 1 of this Agreement, pursuant to the terms and conditions

June 9, 2015 EX-10.5

CONSULTING AGREEMENT

EXHIBIT 10.5 CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is effective as of the 1st day of October 2014 by and between Mindesta, Inc., a Delaware corporation (the "Company"), and Woodcliff Capital ("Consultant"). WHEREAS, the Company desires to have Consultant provide certain consulting services, as described in Section 1 of this Agreement, pursuant to the terms and condition

June 9, 2015 CORRESP

CTT Pharmaceutical Holdings ESP

Response Letter JEFFREY G. KLEIN, P.A. 301 Yamato Road Suite 1240 Boca Raton, Florida 33431 Telephone: (561)953-1126 Telefax: (561)994-6693 Email: [email protected] June 8, 2015 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Ruairi Regan Re: Mindesta Inc. Annual Report on Form 10-K Filed April 14, 2015 Current Repo

June 9, 2015 EX-10.1

CONSULTING AGREEMENT

EXHIBIT 10.1 CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is effective as of the first day of October, 2014 by and between Mindesta, Inc., a Delaware corporation (the "Company"), and Graham Wong ("Consultant"). WHEREAS, the Company desires to have Consultant provide certain consulting services, as described in Section 1 of this Agreement, pursuant to the terms and conditions o

June 9, 2015 EX-10.2

CONSULTING AGREEMENT

EXHIBIT 10.2 CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is effective as of the first day of December, 2014 by and between Mindesta, Inc., a Delaware corporation (the "Company"), and Lesley Leroux ("Consultant"). WHEREAS, the Company desires to have Consultant provide certain consulting services, as described in Section 1 of this Agreement, pursuant to the terms and condition

June 9, 2015 EX-10.4

CONSULTING AGREEMENT

EXHIBIT 10.4 CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is effective as of the first day of October, 2014 by and between Mindesta, Inc., a Delaware corporation (the "Company"), and Matthew Harrington ("Consultant"). WHEREAS, the Company desires to have Consultant provide certain consulting services, as described in Section 1 of this Agreement, pursuant to the terms and condi

June 9, 2015 EX-10.6

CONSULTING AGREEMENT

EXHIBIT 10.6 CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is effective as of the first day of October, 2014 by and between Mindesta, Inc., a Delaware corporation (the "Company"), and Dwayne McLeod ("Consultant"). WHEREAS, the Company desires to have Consultant provide certain consulting services, as described in Section 1 of this Agreement, pursuant to the terms and conditions

June 3, 2015 CORRESP

CTT Pharmaceutical Holdings ESP

Correspondence MINDESTA, INC. [Stationary] June 3, 2015 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Myra Moosariparambil Re: Form 10-K for the Year Ended December 31, 2014 Filed April 14, 2015 Current Report on Form 8-K September 11, 2014 File No. 000-30651 Dear Sir/Madam: Our chief financial officer, auditors and le

May 29, 2015 PRE 14C

CTT Pharmaceutical Holdings PRELIMINARY INFORMATION STATEMENT

Schedule 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by Registrant ? Filed by Party other than Registrant ? Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2

May 22, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-30651 MINDESTA INC.

May 18, 2015 NT 10-Q

CTT Pharmaceutical Holdings NOTIFICATION OF LATE FILING

Notification of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 22, 2015 8-K/A

Changes in Control of Registrant, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K/A-5 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 September 9, 2014 Date of Report (Date of earliest event reported) MINDESTA INC.

April 22, 2015 CORRESP

CTT Pharmaceutical Holdings ESP

JEFFREY G. KLEIN, P.A. 301 Yamato Road Suite 1240 Boca Raton, Florida 33431 Telephone: (561)953-1126 Telefax: (561)994-6693 Email: [email protected] April 22, 2015 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Ruairi Regan Re: Mindesta Inc. Amendment No. 4 to Current Report on Form 8-K Filed March 24, 2015 File No

April 14, 2015 EX-21

Subsidiaries of Registrant

Exhibit 21 Subsidiaries of Registrant CTT Pharmaceuticals, Inc.

April 14, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ——————— FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-30651 MINDESTA INC.

March 27, 2015 NT 10-K

CTT Pharmaceutical Holdings NOTIFICATION OF LATE FILING

Notification of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 24, 2015 8-K/A

CTT Pharmaceutical Holdings CURRENT REPORT (Current Report/Significant Event)

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K/A-4 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 September 9, 2014 Date of Report (Date of earliest event reported) MINDESTA INC.

March 24, 2015 CORRESP

CTT Pharmaceutical Holdings ESP

Response Letter JEFFREY G. KLEIN, P.A. 301 Yamato Road Suite 1240 Boca Raton, Florida 33431 Telephone: (561)953-1126 Telefax: (561)994-6693 Email: [email protected] March 24, 2015 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Ruairi Regan Re: Mindesta Inc. Amendment No. 3 to Current Report on Form 8-K Filed Februa

February 18, 2015 CORRESP

CTTH / CTT Pharmaceutical Holdings, Inc. CORRESP - -

Response Letter JEFFREY G. KLEIN, P.A. 301 Yamato Road Suite 1240 Boca Raton, Florida 33431 Telephone: (561)953-1126 Telefax: (561)994-6693 Email: [email protected] February 17, 2015 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Ruairi Regan Re: Mindesta Inc. Amendment No. 2 to Current Report on Form 8-k Filed Nov

February 18, 2015 8-K/A

Completion of Acquisition or Disposition of Assets

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K/A-3 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 September 9, 2014 Date of Report (Date of earliest event reported) MINDESTA INC.

January 14, 2015 CORRESP

CTTH / CTT Pharmaceutical Holdings, Inc. CORRESP - -

CORRESP 1 filename1.htm 2JEFFREY G. KLEIN, P.A. 301 Yamato Road Suite 1240 Boca Raton, Florida 33431 Telephone: (561)953-1126 Telefax: (561)994-6693 Email: [email protected] January 2, 2015 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Ruairi Regan Re: Mindesta Inc. Amendment No. 2 to Current Report on Form 8-k Fi

November 28, 2014 EX-99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Mindesta Inc. - Exhibit 99.1 - Filed by newsfilecorp.com CTT Pharmaceuticals, Inc. (Formerly Fenwafe Inc.) Financial Statements February 28, 2014 and 2013 Management’s Responsibility To the Shareholders of CTT Pharmaceuticals, Inc.: Management is responsible for the preparation and presentation of the accompanying financial statements, including responsibility for significant accounting judgments

November 28, 2014 EX-21.1

EXHIBIT 21.1 SUBSIDIARIES OF REGISTRANT

Mindesta Inc. - Exhibit 21.1 - Filed by newsfilecorp.com EXHIBIT 21.1 SUBSIDIARIES OF REGISTRANT CTT PHARMACEUTICALS, INC.

November 28, 2014 8-K/A

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K/A 1 form8ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A-2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 September 9, 2014 Date of Report (Date of earliest event reported) MINDESTA INC. (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdiction of incorporatio

November 28, 2014 EX-3.2

RESTATED AND AMENDED BY-LAWS of INDUSTRIAL MINERALS, INC. ( the “Corporation” ) Adopted as of April 3, 2007 ARTICLE I CAPITAL STOCK

Mindesta Inc. - Exhibit 3.2 - Filed by newsfilecorp.com Exhibit 3(ii) RESTATED AND AMENDED BY-LAWS of INDUSTRIAL MINERALS, INC. ( the “Corporation” ) Adopted as of April 3, 2007 ARTICLE I CAPITAL STOCK Section 1. Share Ownership. Shares of the capital stock of the Corporation shall be represented by certificates in such form as the Board of Directors may from time to time prescribe; provided, howe

November 28, 2014 EX-3.1

Certificate of Incorporation and amendments thereto

Mindesta Inc. - Exhibit 3.1 - Filed by newsfilecorp.com State of Delaware Secretary of State Division of Corporations Delivered 03:14 PM 09/09/2004 FILED 02:58 PM 09/09/2004 SRV 040654705 - 2680091 FILE STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does he

November 28, 2014 CORRESP

CTTH / CTT Pharmaceutical Holdings, Inc. CORRESP - -

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November 28, 2014 CORRESP

CTTH / CTT Pharmaceutical Holdings, Inc. CORRESP - -

Mindesta, Inc.: Correspondence - Filed by newsfilecorp.com JEFFREY G. KLEIN, P.A. 301 Yamato Road Suite 1240 Boca Raton, Florida 33431 Telephone: (561)953-1126 Telefax: (561)994-6693 Email: [email protected] November 26, 2014 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Re: Mindesta Inc. Amendment No. 1 to Curren

November 28, 2014 EX-99.2

Mindesta Inc. Unaudited Pro Forma Condensed Combined Balance Sheet As of June 30, 2014

Mindesta Inc.: Exhibit 99.2 - Filed by newsfilecorp.com UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following tables set forth unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2014 and June 30, 2013 and for the fiscal year ended December 31, 2013 and an unaudited condensed combined balance sheet as of June 30, 2014 based on the

November 28, 2014 CORRESP

CTTH / CTT Pharmaceutical Holdings, Inc. CORRESP - -

CORRESP 22 filename22.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K/A-21 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 September 9, 2014 Date of Report (Date of earliest event reported) MINDESTA INC. (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdiction of incorporation or organization) (I.R.S

November 28, 2014 CORRESP

CTTH / CTT Pharmaceutical Holdings, Inc. CORRESP - -

CORRESP 2 filename2.htm MINDESTA, INC. (Stationary) November 26, 2014 Securities and Exchange Commission Washington, D.C. Re: Mindesta, Inc. . Current Report on Form 8-K Filed September 11, 2014 File No. 000-30651 Dear Sir/Madam: The following is filed in connection with the comment letter dated October 7, 2014. The undersigned, on behalf of MINDESTA, INC. acknowledges that: The Company is respons

November 28, 2014 EX-10.2

Patent Assignment

Mindesta Inc. - Exhibit 10.2 - Filed by newsfilecorp.com Exhibit 10.2

November 26, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 form8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 November 23, 2014 Date of Report (Date of earliest event reported) MINDESTA INC. (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdiction of incorporation or organization) (I.R.S. Emp

November 17, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 [ ] TRANSITION REPORT P

Mindesta Inc. - Form 10-Q - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition peri

November 12, 2014 NT 10-Q

CTTH / CTT Pharmaceutical Holdings, Inc. NT 10-Q - - FORM NT 10-Q

Mindesta, Inc.: Form 12b-25 - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): SEC FILE NUMBER 000-30651 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ x ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2014 [ ] Transition Report on Form 10-K [ ] Transition Repo

November 3, 2014 CORRESP

CTTH / CTT Pharmaceutical Holdings, Inc. CORRESP - -

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November 3, 2014 CORRESP

CTTH / CTT Pharmaceutical Holdings, Inc. CORRESP - -

Mindesta, Inc.: Correspondence - Filed by newsfilecorp.com MINDESTA, INC. (Stationary) November 3, 2014 Securities and Exchange Commission Washington, D.C. Re: Mindesta, Inc. Current Report on Form 8-K Filed September 11, 2014 File No. 000-30651 Dear Sir/Madam: The following is filed in connection with the comment letter dated October 7, 2014. The undersigned, on behalf of MINDESTA, INC. acknowled

November 3, 2014 EX-21.1

EXHIBIT 21.1 SUBSIDIARIES OF REGISTRANT

EX-21.1 5 exhibit21-1.htm EXHIBIT 21.1 EXHIBIT 21.1 SUBSIDIARIES OF REGISTRANT CTT PHARMACEUTICALS, INC.

November 3, 2014 8-K/A

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K/A 1 form8ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A-1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 September 9, 2014 Date of Report (Date of earliest event reported) MINDESTA INC. (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdiction of incorporatio

November 3, 2014 EX-3.1

Certificate of Incorporation and amendments thereto

EX-3.1 2 exhibit3-1.htm EXHIBIT 3.1 State of Delaware Secretary of State Division of Corporations Delivered 03:14 PM 09/09/2004 FILED 02:58 PM 09/09/2004 SRV 040654705 - 2680091 FILE STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST:

November 3, 2014 EX-99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.1 6 exhibit99-1.htm EXHIBIT 99.1 CTT Pharmaceuticals, Inc. (Formerly Fenwafe Inc.) Financial Statements February 28, 2014 and 2013 Management’s Responsibility To the Shareholders of CTT Pharmaceuticals, Inc.: Management is responsible for the preparation and presentation of the accompanying financial statements, including responsibility for significant accounting judgments and estimates in a

November 3, 2014 CORRESP

CTTH / CTT Pharmaceutical Holdings, Inc. CORRESP - -

Mindesta, Inc.: Correspondence - Filed by newsfilecorp.com JEFFREY G. KLEIN, P.A. 301 Yamato Road Suite 1240 Boca Raton, Florida 33431 Telephone: (561)953-1126 Telefax: (561)994-6693 Email: [email protected] November 3, 2014 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Re: Mindesta Inc. Current Report on Form 8-k

November 3, 2014 CORRESP

CTTH / CTT Pharmaceutical Holdings, Inc. CORRESP - -

CORRESP 23 filename23.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K/A-1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 September 9, 2014 Date of Report (Date of earliest event reported) MINDESTA INC. (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdiction of incorporation or organization) (I.R.S.

November 3, 2014 EX-99.2

Mindesta Inc. Unaudited Pro Forma Condensed Combined Balance Sheet As of June 30, 2014

EX-99.2 7 exhibit99-2.htm EXHIBIT 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following tables set forth unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2014 and June 30, 2013 and for the fiscal year ended December 31, 2013 and an unaudited condensed combined balance sheet as of June 30, 2014 based on the historical financ

November 3, 2014 EX-10.2

Patent Assignment

Mindesta Inc. - Exhibit 10.2 - Filed by newsfilecorp.com Exhibit 10.2

November 3, 2014 EX-3.2

RESTATED AND AMENDED BY-LAWS of INDUSTRIAL MINERALS, INC. ( the “Corporation” ) Adopted as of April 3, 2007 ARTICLE I CAPITAL STOCK

Mindesta Inc. - Exhibit 3.2 - Filed by newsfilecorp.com Exhibit 3(ii) RESTATED AND AMENDED BY-LAWS of INDUSTRIAL MINERALS, INC. ( the “Corporation” ) Adopted as of April 3, 2007 ARTICLE I CAPITAL STOCK Section 1. Share Ownership. Shares of the capital stock of the Corporation shall be represented by certificates in such form as the Board of Directors may from time to time prescribe; provided, howe

October 27, 2014 8-K

Other Events

Mindesta Inc. - Form 8-K - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 October 23, 2014 Date of Report (Date of earliest event reported) MINDESTA INC. (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdictio

October 27, 2014 EX-4.

2014 Stock Incentive and Compensation Plan

Mindesta Inc. - Exhibit 4 - Filed by newsfilecorp.com Exhibit 4. MINDESTA INC. 2014 STOCK INCENTIVE AND COMPENSATION PLAN ARTICLE I PURPOSE The purpose of this Mindesta Inc. 2014 Stock Incentive and Compensation Plan (the "Plan") is to enhance the profitability and value of MIndesta Inc. (the "Company") for the benefit of its stockholders by enabling the Company (i) to offer employees and consulta

September 11, 2014 EX-10.1

Share Exchange Agreement between the Company and CTT Pharmaceuticals Inc.

EX-10.1 2 exhibit10-1.htm EXHIBIT 10.1 - 1 - Exhibit 10.1 SHARE EXCHANGE AGREEMENT THIS AGREEMENT is made effective as of the 9th day of September 2014. AMONG: MINDESTA INC. a Delaware Corporation (“Mindesta”) AND: CTT PHARMACEUTICALS INC. an entity organized under the Canadian Corporations Business Act ( the “Company”), AND: THE SHAREHOLDERS OF THE COMPANY (“Selling Shareholders”) WHEREAS: A. Min

September 11, 2014 EX-99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Mindesta Inc. - Exhibit 99.1 - Filed by newsfilecorp.com CTT Pharmaceuticals, Inc. (Formerly Fenwafe Inc.) Financial Statements February 28, 2014 and 2013 Management’s Responsibility To the Shareholders of CTT Pharmaceuticals, Inc.: Management is responsible for the preparation and presentation of the accompanying financial statements, including responsibility for significant accounting judgments

September 11, 2014 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 form8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington. D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 September 9, 2014 Date of Report (Date of earliest event reported) MINDESTA INC. (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdiction of incorporation or or

September 11, 2014 EX-99.2

Mindesta Inc. Unaudited Pro Forma Condensed Combined Balance Sheet As of June 30, 2014

EX-99.2 5 exhibit99-2.htm EXHIBIT 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following tables set forth unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2014 and June 30, 2013 and for the fiscal year ended December 31, 2013 and an unaudited condensed combined balance sheet as of June 30, 2014 based on the historical financ

September 11, 2014 EX-21.1

SUBSIDIARIES OF REGISTRANT

EX-21.1 3 exhibit21-1.htm EXHIBIT 21.1 EXHIBIT 21.1 SUBSIDIARIES OF REGISTRANT CTT PHARMACEUTICALS, INC. -1-

July 28, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 [ ] TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-30651 MINDESTA INC.

May 28, 2014 8-K/A

Unregistered Sales of Equity Securities - FORM 8-K/A

Mindesta Inc.: Form 8-K/A - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K A-1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 May 27, 2014 Date of Report (Date of earliest event reported) MINDESTA INC. (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdiction of incorporation o

May 23, 2014 EX-99.1

Mindesta Announces Private Placement and Debt Restructuring

Mindesta Inc.: Exhibit 99.1 - Filed by newsfilecorp.com Exhibit 99.1 Mindesta Announces Private Placement and Debt Restructuring Ottawa, Canada – May 22, 2014 – Mindesta Inc. (“Mindesta” or the “Company”) (OTCBB: MDST) announces that it has completed a non brokered private placement consisting of the sale of 15,783,332 units at a price of US$0.015 per unit for total proceeds of US$236,750. Each un

May 23, 2014 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 8-K

Mindesta Inc.: Form 8-K - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 May 22, 2014 Date of Report (Date of earliest event reported) MINDESTA INC. (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdiction of incorporation or orga

May 13, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 [ ] TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-30651 MINDESTA INC.

February 10, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2013 [ ] TRANSITION REPORT PURSUANT TO SECTI

Mindesta Inc.: Form 10-K - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commis

November 15, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 [ ] TRANSITION REPORT P

Mindesta Inc.: Form 10-Q - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition perio

August 15, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 [ ] TRANSITION REPORT PURSUA

Mindesta Inc.: Form 10-Q - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fro

July 5, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

Mindesta Inc.: Form 8-K - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2013 MINDESTA INC. (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdiction

May 9, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 [ ] TRANSITION REPORT PURSU

Mindesta Inc.: Form 10-Q - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fr

March 12, 2013 8-K

Financial Statements and Exhibits, Other Events

8-K 1 form8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2013 MINDESTA INC. (Exact name of registrant as specified in its charter) Delaware 000-30651 11-3763974 (State or other jurisdiction of incorporati

March 12, 2013 EX-99.1

MINDESTA PROVIDES YEAR END TAX INFORMATION RELATING TO NORTHERN SHARE DISTRIBUTION

Mindesta Inc.: Exhibit 99.1 - Filed by newsfilecorp.com Exhibit 99.1 MINDESTA PROVIDES YEAR END TAX INFORMATION RELATING TO NORTHERN SHARE DISTRIBUTION Ottawa, Canada – March 12, 2013 –Mindesta Inc. (OTCBB: MDST) wishes to provide information on the final taxable dividend per share and return of capital per share with respect to its January 25, 2012 distribution to shareholders. At the close of tr

March 8, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2012 [ ] TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-30651 MINDESTA INC.

November 27, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Mindesta Inc.: Form 8-K - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2012 MINDESTA INC. (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdic

November 27, 2012 EX-99.1

Mindesta Reports on Somaliland Exploration Results

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Exhibit 99.1 Mindesta Reports on Somaliland Exploration Results Ottawa, Canada – November 27, 2012 – Mindesta Inc. (“Mindesta” or the “Company”) (OTCBB: MDST) announces that it has received assay results from its first stage stream sediment and rock sampling program on the Arapsyo, Qabri Bahar and Abdul Qadir exploration permits in the Republic of Somaliland.

November 5, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 [_] TRANSITION REPORT P

Mindesta Inc.: Form 10-Q - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

October 24, 2012 CORRESP

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October 24, 2012 CORRESP

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Mindesta Inc.: Response Letter - Filed by newsfilecorp.com October 24, 2012 To: Securities and Exchange Commission Re: Mindesta Inc. 2011 10-K File No. 000-30651 Dear Sirs: In response to the Securities and Exchange Commission’s letter of October 16, 2012, the Company responds as follows: In the Company’s 10Q for the quarter ended September 30, 2012, and the 10K for the year ended December 31, 201

October 9, 2012 CORRESP

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Mindesta Inc.: Correspondence - Filed by newsfilecorp.com October 3, 2012 To: Securities and Exchange Commission Re: Mindesta Inc. 2011 10-K File No. 000-30651 Dear Sirs: In response to the Securities and Exchange Commission’s letter of October 2, 2012, the Company responds as follows: The Bissett Creek property is owned by Northern Graphite Corporation (“Northern”), a Canadian TSXV listed company

July 26, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 [_] TRANSITION REPORT PURSUA

Mindesta Inc.: Form 10-Q - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

May 14, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 [ ] TRANSITION REPORT PURSU

Mindesta Inc.: Form 10-Q - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fr

May 3, 2012 DEF 14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 20, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTI

Mindesta Inc.: Form 10-K - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2011 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commis

February 10, 2012 EX-99.1

MINDESTA REITERATES INFORMATION RELATING TO NORTHERN SHARE

Exhibit 99.1 Exhibit 99.1 MINDESTA REITERATES INFORMATION RELATING TO NORTHERN SHARE DISTRIBUTION Ottawa, Canada — February 10, 2012 — Mindesta Inc. (OTCBB: MDST) wishes to reiterate information provided in its 8K disclosure of January 30, 2012 and information provided to shareholders through Heritage Transfer Agency, Inc. (the Company’s transfer agent) (“Heritage”) and Depository Trust and Cleari

February 10, 2012 8-K

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2012 MINDESTA INC. (Exact name of registrant as specified in its charter) Delaware 000-30651 11-3763974 (State or other jurisdiction of incorporation) (Commissio

January 30, 2012 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 25, 2012 MINDESTA INC. (Exact name of registrant as specified in its charter) Delaware 000-30651 11-3763974 (State or other jurisdiction of incorporation) (Commission

January 30, 2012 EX-99

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99 Exhibit 99 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On December 13, 2011, the Company announced that the TSX Venture Exchange (“TSVX”) had approved the release from escrow of the common shares of Northern Graphite Corporation (“Northern”) owned by the Company to facilitate their distribution of most of their shares of Northern Graphite to shareholders.

January 24, 2012 EX-99.1

MINDESTA Confirms Ex-Dividend Date for Distribution of Northern Graphite Shares

Exhibit 99.1 Exhibit 99.1 MINDESTA Confirms Ex-Dividend Date for Distribution of Northern Graphite Shares Ottawa, Canada—(Market Wire) – January 24, 2012 – Mindesta Inc. (“Mindesta” or the “Company”) (OTCBB:MDST) announced today that it has received notice that the U.S. Financial Industry Regulatory Authority (“FINRA”) has established January 26, 2012 as the ex-dividend date (the “Ex-Dividend Date

January 24, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2012 MINDESTA INC. (Exact name of registrant as specified in its charter) Delaware 000-30651 11-3763974 (State or other jurisdiction of incorporation) (Commission

January 6, 2012 EX-99.8

LETTER OF INSTRUCTION

EX-99.8 9 d278163dex998.htm LETTER OF INSTRUCTION DATED JANUARY 6, 2012 Exhibit 99.8 LETTER OF INSTRUCTION January 6, 2012 Dear shareholder of Mindesta Inc.: This Letter of Instruction is sent to you in connection with the special dividend-in-kind declared by Mindesta Inc. (“Mindesta”) by which it will distribute to its shareholders one common share (a “Northern Share”) of Northern Graphite Corpor

January 6, 2012 EX-99.9

MINDESTA advises Ex-Dividend Date not yet set by FINRA for Distribution of Northern Graphite Shares

Press Release dated January 3, 2012 Exhibit 99.9 MINDESTA advises Ex-Dividend Date not yet set by FINRA for Distribution of Northern Graphite Shares Ottawa, Canada—(Market Wire) – January 3, 2012 – Mindesta Inc. (“Mindesta” or the “Company”) (OTCBB:MDST) advises that the U.S. Financial Industry Regulatory Authority (“FINRA”) has not yet established an ex-dividend date for the previously announced

January 6, 2012 EX-99.6

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF FOR THE YEAR ENDED DECEMBER 31, 2010

MD&A - English, filed with SEDAR on April 29, 2011 Exhibit 99.6 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2010 The following management’s discussion and analysis (“MD&A”) of the financial condition and results of the operations of Northern Graphite Corporation (“Northern” or the “Company”) constitutes management’s review of

January 6, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 3, 2012 MINDESTA INC. (Exact name of registrant as specified in its charter) Delaware 000-30651 11-3763974 (State or other jurisdiction of incorporation) (Commission

January 6, 2012 EX-99.4

NORTHERN GRAPHITE CORPORATION Suite 201, 290 Picton Avenue Ottawa, Ontario K1Z 8P8 NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

EX-99.4 5 d278163dex994.htm MANAGEMENT INFORMATION CIRCULAR - ENGLISH, FILED WITH SEDAR ON JULY 15, 2011 Exhibit 99.4 NORTHERN GRAPHITE CORPORATION Suite 201, 290 Picton Avenue Ottawa, Ontario K1Z 8P8 NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that an annual and special meeting of the shareholders (the “Meeting”) of Northern Graphite Corporation (the “Corporation”)

January 6, 2012 EX-99.5

NORTHERN GRAPHITE CORPORATION ANNUAL INFORMATION FORM FOR THE YEAR ENDED DECEMBER 31, 2010 June 28, 2011 TABLE OF CONTENTS CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 1 MARKET AND INDUSTRY DATA 1 GENERAL MATTERS 1 CORPORATE STRUCTURE 2

EX-99.5 6 d278163dex995.htm ANNUAL INFORMATION FORM - ENGLISH, FILED WITH SEDAR ON JUNE 28, 2011 Exhibit 99.5 NORTHERN GRAPHITE CORPORATION ANNUAL INFORMATION FORM FOR THE YEAR ENDED DECEMBER 31, 2010 June 28, 2011 TABLE OF CONTENTS CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 1 MARKET AND INDUSTRY DATA 1 GENERAL MATTERS 1 CORPORATE STRUCTURE 2 DESCRIPTION OF THE BUSINESS 2 GENERAL DE

January 6, 2012 EX-99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

MD&A - English, filed with the Canadian System for Electronic Document Analysis Exhibit 99.

January 6, 2012 EX-99.1

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY Information Statement Distribution by Mindesta Inc. of Common Stock of Northern Graphite to Mindesta Inc. Shareholders

EX-99.1 2 d278163dex991.htm INFORMATION STATEMENT DATED JANUARY 6, 2012 Exhibit 99.1 MINDESTA INC. Suite 201, 209 Picton Ave. Ottawa, Ontario, Canada K1Z 8P8 January 6, 2012 Dear Mindesta Shareholder: On December 12, 2011, the Board of Directors of Mindesta Inc. (“Mindesta”) approved a pro rata dividend-in-kind (the “Distribution”) to our shareholders of a majority of our shares in Northern Graphi

January 6, 2012 EX-99.3

Deficit (Note 13)

Interim financial statements/report - English, filed with SEDAR on November 17 Exhibit 99.

January 6, 2012 EX-99.7

Number of common

Audited annual financial statements - English, filed with SEDAR on April 29 Exhibit 99.

December 20, 2011 EX-99.2

MINDESTA Appoints New Director

Exhibit 99.2 Exhibit 99.2 MINDESTA Appoints New Director Ottawa, Canada — December 15, 2011 — Mindesta Inc. (the “Company”) (OTCBB: MDST) wishes to announce that Al Zapanta has been appointed to the Company’s Board of Directors. Mr. Zapanta was born in Los Angeles, CA and received an Associate of Arts degree from East Los Angeles College. He completed a Bachelor of Arts degree in Industrial Psycho

December 20, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2011 MINDESTA INC. (Exact name of registrant as specified in its charter) Delaware 000-30651 11-3763974 (State or other jurisdiction of incorporation) (Commission File Nu

December 20, 2011 EX-99.1

Mindesta Options First Mineral Exploration Permits Issued by Republic of Somaliland

Exhibit 99.1 Mindesta Options First Mineral Exploration Permits Issued by Republic of Somaliland Ottawa, Canada—December 19, 2011 — Mindesta Inc. (“Mindesta” or the “Company”) (OTCBB: MDST) wishes to announce that it has decided to focus its efforts on mineral exploration in East Africa, and in particular the Republic of Somaliland and Ethiopia, as it believes the region has very attractive geolog

December 13, 2011 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2011 MINDESTA INC. (Exact name of registrant as specified in its charter) Delaware 000-30651 11-3763974 (State or other Jurisdiction of Incorporation) (Commission File Nu

December 13, 2011 EX-99.1

MINDESTA Announces TSXV Approval for Distribution of Northern Graphite Shares and Sets Record Date

Exhibit 99.1 MINDESTA Announces TSXV Approval for Distribution of Northern Graphite Shares and Sets Record Date Ottawa, Canada - (Market Wire) ? December 13, 2011 ? Mindesta Inc. (?Mindesta? or the ?Company?) (OTCBB:MDST) announces that the TSX Venture Exchange (?TSXV?) has approved the release from escrow of the common shares of Northern Graphite Corporation (?Northern?) owned by the Company to f

November 18, 2011 EX-99.1

MINDESTA Provides Update on Distribution of Northern Graphite Shares

Mindesta Inc. - Exhibit 99.1 - Filed by newsfilecorp.com MINDESTA Provides Update on Distribution of Northern Graphite Shares Ottawa, Canada – (Market Wire) – November 14, 2011 – Mindesta Inc. (“Mindesta” or the “Company”) (OTCBB:MDST) is providing the following update with respect to the distribution to the Company’s shareholders of the common shares of Northern Graphite Corporation (“Northern”)

November 18, 2011 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 November 14, 2011 Date of Report (Date of earliest event reported) MINDESTA INC.

November 14, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 [_] TRANSITION REPORT P

Mindesta Inc.: Form 10-Q - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

September 7, 2011 EX-99.1

Stock Symbol Change to “MDST”

EX-99.1 2 ex991.htm PRESS RELEASE EXHIBIT 99.1 Stock Symbol Change to “MDST” Ottawa, Canada - (Market Wire) – September 6, 2011 – Mindesta Inc. (“MDST” or the “Company”) (OTCBB: MDST) wishes to announce that its shares will begin trading on the OTCBB under the symbol MDST, effective September 7, 2011. Prior to a one for 20 share consolidation, Mindesta was known as Industrial Minerals, Inc. and tr

September 7, 2011 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 6, 2011 MINDESTA INC.

August 11, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 [ ] TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-30651 MINDESTA INC.

July 18, 2011 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 14, 2011 INDUSTRIAL MINERALS, INC.

July 18, 2011 EX-3.1

FIRST AMENDED AND RESTATED CERTIFICATE OF INCORPORATION INDUSTRIAL MINERALS, INC. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware

EXHIBIT 3.1 FIRST AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INDUSTRIAL MINERALS, INC. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware Industrial Minerals, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: This First Amended and Rest

July 5, 2011 EX-3.2

OFFICER’S CERTIFICATE AMENDMENT TO THE AMENDED AND RESTATED BY-LAWS INDUSTRIAL MINERALS INC.

EXHIBIT 3.2 OFFICER’S CERTIFICATE AMENDMENT TO THE AMENDED AND RESTATED BY-LAWS OF INDUSTRIAL MINERALS INC. The undersigned, does hereby certify that: 1. He is the duly elected and acting President and Chief Executive Officer of Industrial Minerals, Inc., a Delaware corporation (the “Corporation”); and 2. Article II, Section 8 of the Amended and Restated By-laws of the Corporation shall be amended

July 5, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 June 29, 2011 Date of Report (Date of earliest event reported) INDUSTRIAL MINERALS, INC.

July 5, 2011 EX-3.1

FIRST AMENDED AND RESTATED CERTIFICATE OF INCORPORATION INDUSTRIAL MINERALS, INC. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware

EXHIBIT 3.1 FIRST AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INDUSTRIAL MINERALS, INC. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware Industrial Minerals, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: This First Amended and Rest

July 5, 2011 EX-99.1

Results of Annual and Special Meeting of Shareholders

EXHIBIT 99.1 Results of Annual and Special Meeting of Shareholders Ottawa, Canada - (Market Wire) – June 29, 2011 – Industrial Minerals Inc. (“IDSM” or the “Company”) (OTCBB: IDSM) wishes to announce that at the Annual and Special Meeting of Shareholders held on June 29, 2011, a quorum consisting of more than 50% of the outstanding shares was present, and the following resolutions were passed by a

June 6, 2011 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 June 2, 2011 Date of Report (Date of earliest event reported) INDUSTRIAL MINERALS, INC (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdiction of incorporation or organization) (I.

June 6, 2011 EX-99.1

Industrial Minerals Corporate Update

EXHIBIT 99.1 Industrial Minerals Corporate Update Ottawa, Canada - (Market Wire) – June 2, 2011 – Industrial Minerals Inc. (“IDSM” or the “Company”) (OTCBB: IDSM) wishes to announce that it is continuing to work on a plan to enable its shareholders to participate directly in the success of Northern Graphite Corporation (“Northern”) by developing a mechanism whereby most of the 9,750,000 common sha

May 31, 2011 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

May 19, 2011 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 May 17, 2011 Date of Report (Date of earliest event reported) INDUSTRIAL MINERALS, INC (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdiction of incorporation or organization) (I.

May 19, 2011 EX-99.1

Industrial Minerals Announces Date of Annual and Special Meeting

EXHIBIT 99.1 Industrial Minerals Announces Date of Annual and Special Meeting Ottawa, Canada - (Market Wire) – May 19, 2011 – Industrial Minerals Inc. (“IDSM” or the “Company”) (OTCBB: IDSM) announces that it will hold an Annual and Special Meeting of Shareholders (the “Meeting”) at 11:00am on Wednesday, June 29, 2011 at the Company’s offices located at Suite 201, 290 Picton Avenue, Ottawa, Ontari

May 18, 2011 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

May 16, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 o TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-30651 INDUSTRIAL MINERALS, INC.

April 22, 2011 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 April 18, 2011 Date of Report (Date of earliest event reported) INDUSTRIAL MINERALS, INC (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdiction of incorporation or organization) (I.

March 31, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-30651 INDUSTRIAL MINERALS, INC.

March 3, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 March 2, 2011 Date of Report (Date of earliest event reported) INDUSTRIAL MINERALS, INC (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdiction of incorporation or organization) (I.

January 10, 2011 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 January 10, 2011 Date of Report (Date of earliest event reported) INDUSTRIAL MINERALS, INC (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdiction of incorporation or organization) (I.

January 10, 2011 EX-99.1

Industrial Minerals Corporate Update

EXHIBIT 99.1 Industrial Minerals Corporate Update Ottawa, Canada - (Market Wire) ? January 7, 2011 ? Industrial Minerals Inc. (?IDSM? or the ?Company?) (OTCBB: IDSM) announces that in order to provide the Company with liquidity, assist its subsidiary Northern Graphite Corporation (?Northern?) in keeping work on the Bissett Creek graphite project moving forward pending completion of Northern?s prop

November 12, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-30651 INDUSTRIAL MINERALS, INC.

October 4, 2010 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 October 1, 2010 Date of Report (Date of earliest event reported) INDUSTRIAL MINERALS, INC (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdiction of incorporation or organization) (I.

October 4, 2010 EX-99.1

INDUSTRIAL MINERALS INC. Suite 201, 290 Picton Avenue Ottawa, Ontario K1Z 8P8 Industrial Minerals Clarifies Certain Technical Disclosure

EXHIBIT 99.1 INDUSTRIAL MINERALS INC. Suite 201, 290 Picton Avenue Ottawa, Ontario K1Z 8P8 Industrial Minerals Clarifies Certain Technical Disclosure Ottawa, Canada - (Market Wire) – October 1, 2010 – As a result of a review by the British Columbia Securities Commission, Industrial Minerals, Inc. (“IDSM” or the “Company”) (OTCBB: IDSM) is issuing the following press release clarifying certain of t

September 14, 2010 EX-99.1

PRELIMINARY PROSPECTUS

A copy of this preliminary prospectus has been filed with the securities regulatory authorities in the provinces of British Columbia, Alberta and Ontario but has not yet become final for the purpose of the sale of securities.

September 14, 2010 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 September 10, 2010 Date of Report (Date of earliest event reported) INDUSTRIAL MINERALS, INC (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdiction of incorporation or organization) (I.

September 13, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 September 10, 2010 Date of Report (Date of earliest event reported) INDUSTRIAL MINERALS, INC (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdiction of incorporation or organization) (I.

August 20, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC20549 FORM 10-Q (Mark One) [x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-30651 INDUSTRIAL MINERALS, INC.

August 19, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 August 18, 2010 Date of Report (Date of earliest event reported) INDUSTRIAL MINERALS, INC (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdiction of incorporation or organization) (I.

August 16, 2010 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: 06/30/2010 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

June 7, 2010 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 May 10, 2010 Date of Report (Date of earliest event reported) INDUSTRIAL MINERALS, INC (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdiction of incorporation or organization) (I.

May 21, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-30651 INDUSTRIAL MINERALS, INC.

May 17, 2010 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: 03/31/2010 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

May 10, 2010 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-30361 INDUSTRIAL MINERA

April 30, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-30361 INDUSTRIAL MINERALS, INC. (Exact nam

March 31, 2010 NT 10-K

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number 000-30657 NOTIFICATION OF LATE FILING (Check one:) x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR For Period Ended: December 31, 2009 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨

March 5, 2010 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 idsm8-k030110.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 March 1, 2010 Date of Report (Date of earliest event reported) INDUSTRIAL MINERALS, INC (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdiction of incorporation or organizatio

March 5, 2010 EX-16.2

LETTER FROM PREDECESSOR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 16.1 LETTER FROM PREDECESSOR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-6010 Dear Ladies and Gentlemen: We are the predecessor independent registered public accounting firm for Industrial Minerals, Inc. and Subsidiary (the Company). We have read the Company's disclosure set forth in Item 4.01, "Changes in Regi

November 16, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-30651 INDUSTRIAL MINERALS, INC.

November 9, 2009 8-K

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 October 30, 2009 Date of Report (Date of earliest event reported) INDUSTRIAL MINERALS, INC (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdiction of incorporation or organization) (I.

November 9, 2009 EX-16.1

LETTER FROM PREDECESSOR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 16.1 LETTER FROM PREDECESSOR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-6010 Dear Ladies and Gentlemen: We are the predecessor independent registered public accounting firm for Industrial Minerals, Inc. (the Company). We have read the Company's disclosure set forth in Item 4.01, "Changes in Registrant's Certif

September 26, 2008 CORRESP

INDUSTRIAL MINERALS INC

INDUSTRIAL MINERALS INC 346 WAVERLEY ST OTTAWA ONTARIO, CANADA K2P 0W5 Tel: 604-970-0901 e-mail: robertdinning@gmail.

September 15, 2008 CORRESP

INDUSTRIAL MINERALS, INC. 2904 South Sheridan Way Suite 100 Oakville, ON L6J 7L7 September 15, 2008

Correspondence INDUSTRIAL MINERALS, INC. 2904 South Sheridan Way Suite 100 Oakville, ON L6J 7L7 September 15, 2008 Ms. Jill Davis, Branch Chief Mr. George K. Schuler, Mining Engineer Mr. Mark A. Wojciechowski, Staff Accountant United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 7010 100 F. Street, N.E. Washington, D.C. 20549 Re: Industrial Minerals, Inc. Form

May 14, 2008 NT 10-Q

United States Securities and Exchange Commission Washington, D.C. 20549 Form 12b-25 NOTIFICATION OF LATE FILING (Check One): [_] Form 10-K and Form 10-KSB; [_] Form 20-F; [_] Form 11-K; [X] Form 10-Q and Form 10-QSB; [_] Form N-SAR For Period Ended:

United States Securities and Exchange Commission Washington, D.C. 20549 Form 12b-25 NOTIFICATION OF LATE FILING (Check One): [] Form 10-K and Form 10-KSB; [] Form 20-F; [] Form 11-K; [X] Form 10-Q and Form 10-QSB; [] Form N-SAR For Period Ended: March 31, 2008 Transition report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Repo

April 18, 2008 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Resignation of Robert Dinning Appointment of Patrick Michaud SIGNATURES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 April 4, 2008 000-30651 Date of Report (Date of earliest event reported) Commission File Number INDUSTRIAL MINERALS, INC (Exact name of registrant as specified in its charter) Delaware 11-3763974 (State or other jurisdiction of incor

April 4, 2008 CORRESP

Form 10KSB for the Fiscal Year Ended December 31, 2006

Correspondence INDUSTRIAL MINERALS, INC. 2904 South Sheridan Way Suite 100 Oakville, ON L6J 7L7 April 4, 2008 Ms. Jill Davis, Branch Chief Mr. George K. Schuler, Mining Engineer Mr. Mark A. Wojciechowski, Staff Accountant United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 7010 100 F. Street, N.E. Washington, D.C. 20549 Re: Industrial Minerals, Inc. Form 10-K

February 1, 2008 EX-10.14

Advisory Services Agreement 1. Advisory Services. 2. Conduct of Services. 3. Advisor’s Remuneration and Expenses. 4. Term and Termination. 5. Independent Contractor. 6. Non-Solicitation. 7. Non-Disparagement. 8. Protected Information. 9. Intellectual

Exhibit 10.14 Advisory Services Agreement This Advisory Services Agreement is made as of the 1st day of July, 2007 between Industrial Minerals, Inc. a company incorporated under the laws of the State of Delaware, having a business address at 2904 South Sheridan Way, Suite 100, Oakville, Ontario L6J 7L7 (“IMI”), and Mr. David Michaud, Businessman, having an address at Conde de la Vega 194, Dept 302

February 1, 2008 EX-10.11

Consulting Services Agreement

Exhibit 10.11 Consulting Services Agreement This Consulting Services Agreement is made as of the 1st day of October, 2007 between Industrial Minerals, Inc. a company incorporated under the laws of the State of Delaware, having a business address at 2904 South Sheridan Way, Suite 100, Oakville, Ontario, Canada L6J 7L7 (“IMI”), and Mr. Cam Birge, Businessman, having an address at: P.O. Box 415, Shaw

February 1, 2008 EX-10.10

Consulting Services Agreement Schedule “A” – Statement of Work PROJECT DIRECTOR (PD) RESPONSIBILITIES Overview 1) Metallurgical Research 2) Plant and Equipment Design 3) Equipment Sourcing 4) Plant Construction and Commissioning PD Responsibilities S

Exhibit 10.10 Consulting Services Agreement This Consulting Services Agreement is made as of the 1st day of July, 2007 between Industrial Minerals, Inc. a company incorporated under the laws of the State of Delaware, having a business address at One Dundas Street West, Suite 2500, Toronto, Ontario M5G 1Z3 (“IMI”), and Mr. A. John Carter, Businessman, having an address at 73 Raymar Place, Oakville,

February 1, 2008 EX-3.5

CERTIFICATE OF OWNERSHIP AND MERGER OF INDUSTRIAL MINERALS, INC. (a Nevada corporation) into PNW CAPITAL, INC. (a Delaware corporation)

Exhibit 3.5 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 05/01/2002 020281240 - 2680091 CERTIFICATE OF OWNERSHIP AND MERGER OF INDUSTRIAL MINERALS, INC. (a Nevada corporation) into PNW CAPITAL, INC. (a Delaware corporation) It is hereby certified that: 1. PNW Capital, Inc. (hereinafter sometimes referred to as the “Corporation”) is a business corporation of the Stat

February 1, 2008 EX-3.4

CERTIFICATE OF OWNERSHIP AND MERGER OF HI-PLAINS ENERGY CORP. (a Wyoming corporation) into WINCHESTER MINING CORPORATION (a Delaware corporation)

Exhibit 3.4 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 05/16/2000 001250985 - 2680091 CERTIFICATE OF OWNERSHIP AND MERGER OF HI-PLAINS ENERGY CORP. (a Wyoming corporation) into WINCHESTER MINING CORPORATION (a Delaware corporation) It is hereby certified that: 1. Winchester Mining Corporation (hereinafter sometimes referred to as the “Corporation”) is a business c

February 1, 2008 EX-10.16

CONSULTING SERVICES AGREEMENT 1. Services. 2. Conduct of Services. 3. Remuneration. 4. Consultant’s Undertakings. 5. Independent Contractors. 6. Limitation. 7. Applicable Laws.

EXHIBIT 10.16 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement is made as of the 3rd day of April, 2007 between O2 LTD., an Ontario corporation (the "Consultant") and INDUSTRIAL MINERALS, INC. a Delaware corporation (the "Company"). Whereas, the Consultant provides integrated marketing, business development and communication services, consisting of: (1) marketing strategy services,

February 1, 2008 EX-10.1

INDUSTRIAL MINERALS, INC. SUBSCRIPTION AGREEMENT The shares of Industrial Minerals, Inc. to be subscribed for are to be purchased pursuant to available exemptions under applicable Securities Laws. Per Common Share: ………….Price: US$0.___……….. Instructi

Exhibit 10.1 INDUSTRIAL MINERALS, INC. SUBSCRIPTION AGREEMENT The shares of Industrial Minerals, Inc. to be subscribed for are to be purchased pursuant to available exemptions under applicable Securities Laws. Per Common Share: ………….Price: US$0.……….. Instructions The Subscriber must: 1. Mark their initials in section 1.3 to note that they are an “accredited investor”. 2. Sign the Execution Page of

February 1, 2008 EX-10.6

STOCK OPTION GRANT AGREEMENT 1. GRANT OF OPTION. 2. EXERCISABILITY OF OPTION. 3. PAYMENT & METHOD OF EXERCISE. 4. OPTIONS ACCELERATED. 5. ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. 6. NO OBLIGATION TO CONTINUE RELATIONSHIP. 7. NOTICES. 8. SEVERABI

Exhibit 10.6 STOCK OPTION GRANT AGREEMENT 1. GRANT OF OPTION. INDUSTRIAL MINERALS, INC., a Delaware corporation (the “Company”), hereby grants as of the four (4) dates set out below (the “Grant Dates”) to the person named below (the “Optionee”) and the Optionee hereby accepts, an option to purchase the number of shares (the “Option Shares”) listed below of the Company’s capital stock, at the price

February 1, 2008 EX-10.8

OPTION AGREEMENT THIS AGREEMENT made the 30th day of January, 2002 BETWEEN WESTLAND CAPITAL INC. (Hereinafter called “Westland”) and PAUL C. MCLEAN, FRANK P. TAGLIAMONTE "IN TRUST" and ESTATE OF PIERRE G. LACOMBE (Hereinafter called “McLean, Tagliamo

Exhibit 10.8 OPTION AGREEMENT THIS AGREEMENT made the 30th day of January, 2002 BETWEEN WESTLAND CAPITAL INC. (Hereinafter called “Westland”) OF THE FIRST PART and PAUL C. MCLEAN, FRANK P. TAGLIAMONTE "IN TRUST" and ESTATE OF PIERRE G. LACOMBE (Hereinafter called “McLean, Tagliamonte and Lacombe”) OF THE SECOND PART WHEREAS Westland and McLean, Tagliamonte and Lacombe entered into an Option Agreem

February 1, 2008 EX-10.12

Consulting Services Agreement 1. Consulting Services. 2. Conduct of Services. 3. Consultant’s Remuneration and Expenses. 4. Term and Termination. 5. Independent Contractor. 6. Non-Solicitation. 7. Non-Disparagement. 8. Protected Information. 9. Intel

Exhibit 10.12 Consulting Services Agreement This Consulting Services Agreement is made as of the 1st day of October, 2007 between Industrial Minerals, Inc. a company incorporated under the laws of the State of Delaware, having a business address at 2904 South Sheridan Way, Suite 100, Oakville, Ontario, Canada L6J 7L7 (“IMI”), and P.A. Hynek & Associates, Company of Businessman Paul Hynek, having a

February 1, 2008 EX-3.3

STATE OF DELAWARE CERTIFICATE FOR RENEWAL AND REVIVAL OF CHARTER

Exhibit 3.3 State of Delaware Secretary of State Division of Corporations Filed 11:49 AM 02/22/2000 001091803 - 2680091 STATE OF DELAWARE CERTIFICATE FOR RENEWAL AND REVIVAL OF CHARTER Winchester Mining Corporation, a corporation organized under the laws of Delaware, the charter of which was voided for non-payment of taxes, now desires to procure a restoration, renewal and revival of its charter,

February 1, 2008 EX-10.9

ASSIGNMENT OF LEASE INDUSTRIAL MINERALS INCORPORATED INDUSTRIAL MINERALS CANADA INC. WHEREAS: NOW THEREFORE:

Exhibit 10.9 ASSIGNMENT OF LEASE THIS ASSIGNMENT made the 15th day of August 2003. BETWEEN: INDUSTRIAL MINERALS INCORPORATED (the “Assignor”) and INDUSTRIAL MINERALS CANADA INC. (the “Assignee”) WHEREAS: 1. By a lease dated September 10th, 1993 and registered on October 1, 1993 as Instrument Number 364704 in the Land Registry office of the County of Renfrew (the “Lease”). Her Majesty The Queen In

February 1, 2008 EX-10.3

EMPLOYMENT AGREEMENT 8. Enforcement of Covenants. 9. Non-Disclosure of Agreement Terms. 10. Assignment. 11. Entire Agreement; Amendment. 12. Governing Law. 13. Notices.

Exhibit 10.3 EMPLOYMENT AGREEMENT INDUSTRIAL MINERALS, INC., for and on behalf of itself as well as its affiliated corporations (collectively referred to as the “Company”), and MR. DAVID J. WODAR (the “Employee”) agree to enter into this EMPLOYMENT AGREEMENT (the “Agreement”) dated as of July 1st, 2007, as follows: 1. Employment. The Company shall employ Employee, and Employee shall be employed by

February 1, 2008 EX-3.2

RESTATED AND AMENDED BY-LAWS of Industrial Minerals, Inc. ( the “Corporation” ) Adopted as of April 3, 2007 ARTICLE I Capital Stock

Exhibit 3.2 RESTATED AND AMENDED BY-LAWS of Industrial Minerals, Inc. ( the “Corporation” ) Adopted as of April 3, 2007 ARTICLE I Capital Stock Section 1. Share Ownership. Shares of the capital stock of the Corporation shall be represented by certificates in such form as the Board of Directors may from time to time prescribe; provided, however, that the Board of Directors of the Corporation may pr

February 1, 2008 EX-3.7

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF INDUSTRIAL MINERALS, INC. A DELAWARE CORPORATION

Exhibit 3.7 State of Delaware Secretary of State Division of Corporations Delivered 12:14 PM 06/13/2003 FILED 12:00 PM 06/13/2003 CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF INDUSTRIAL MINERALS, INC. A DELAWARE CORPORATION 1. The Name of the Corporation is Industrial Minerals, Inc. 2. The Articles of Incorporation are hereby amended as follows: Article fourth is amended to add the

February 1, 2008 EX-10.7

ASSIGNMENT OF LEASE WESTLAND CAPITAL INC. INDUSTRIAL MINERALS INCORPORATED WHEREAS: NOW THEREFORE:

Exhibit 10.7 ASSIGNMENT OF LEASE THIS ASSIGNMENT made the 31st day of January 2002. BETWEEN: WESTLAND CAPITAL INC. (the “Assignor”) and INDUSTRIAL MINERALS INCORPORATED (the “Assignee”) WHEREAS: 1. By a lease dated September 10th, 1993 and registered on October 1, 1993 as Instrument Number 364704 in the Land Registry office of the County of Renfrew (the “Lease”). Her Majesty The Queen In Right Of

February 1, 2008 EX-3.8

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

Exhibit 3.8 State of Delaware Secretary of State Division of Corporations Delivered 03:14 PM 09/09/2004 FILED 02:58 PM 09/09/2004 SRV 040654705 - 2680091 FILE STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of th

February 1, 2008 SB-2

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON February 1, 2008 REGISTRATION NO. ________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROSPECTUS PROSPECT

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON February 1, 2008 REGISTRATION NO.

February 1, 2008 EX-10.13

RELEASE AND SETTLEMENT AGREEMENT 1. RELEASE 2. STOCK GRANT 3. GOVERNING LAW; ENTIRE AGREEMENT; MODIFICATION

Exhibit 10.13 RELEASE AND SETTLEMENT AGREEMENT 1. RELEASE For the valuable consideration set out in this Release and Settlement Agreement, the receipt and sufficiency of which is hereby acknowledged, MR. DAVID MICHAUD does on behalf of himself and his successors and assigns, HEREBY UNCONDITIONALLY AND IRREVOCABLLY RELEASE, INDEMNIFY AND SAVE HARMLESS INDUSTRIAL MINERALS, INC. and its affiliated co

February 1, 2008 EX-10.15

Industrial Minerals Inc. 2904 South Sheridan Way, Suite 100, Oakville, On L6l 7L7 equicom group inc. Phone: (905) 829-0220 October 4, 2007 Fax: (905) 829-5220 Strategic Communications and Consulting Services Proposal In this document, we will outline

EX-10.15 29 idmisb2-ex10x15.htm EXHIBIT 10.15 Exhibit 10.15 Industrial Minerals Inc. 2904 South Sheridan Way, Suite 100, Oakville, On L6l 7L7 equicom group inc. Phone: (905) 829-0220 October 4, 2007 Fax: (905) 829-5220 Strategic Communications and Consulting Services Proposal In this document, we will outline at the services and contractual terms and provisions that will govern Equicom’s proposed

February 1, 2008 EX-10.5

EMPLOYMENT AGREEMENT 8. Enforcement of Covenants. 9. Non-Disclosure of Agreement Terms. 10. Assignment. 11. Entire Agreement; Amendment. 12. Governing Law. 13. Notices.

Exhibit 10.5 EMPLOYMENT AGREEMENT INDUSTRIAL MINERALS, INC., for and on behalf of itself as well as its affiliated corporations (collectively referred to as the “Company”), and MR. PAUL COOPER (the “Employee”) agree to enter into this EMPLOYMENT AGREEMENT (the “Agreement”) dated as of July 1st, 2007, as follows: 1. Employment. The Company shall employ Employee, and Employee shall be employed by th

February 1, 2008 EX-3.1

CERTIFICATE OF INCORPORATION OF Winchester Mining Corporation

Exhibit 3.1 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 11/06/1996 960323447 - 2680091 CERTIFICATE OF INCORPORATION OF Winchester Mining Corporation FIRST: The name of this corporation is Winchester Mining Corporation. SECOND: Its registered office in the State of Delaware is to be located at 1313 N. Market Street, Wilmington DE 19801-1151, County of New Castle. Th

February 1, 2008 EX-3.9

STATE OF DELAWARE CERTIFICATE FOR RENEWAL OF THE CERTIFICATE OF INCORPORATION AND REVIVAL OF CHARTER OF INDUSTRIAL MINERALS, INC.

Exhibit 3.9 STATE OF DELAWARE CERTIFICATE FOR RENEWAL OF THE CERTIFICATE OF INCORPORATION AND REVIVAL OF CHARTER OF INDUSTRIAL MINERALS, INC. It is hereby certified that: 1. The name of the corporation is: Industrial Minerals, Inc. (the “Corporation). 2. The Corporation was organized under the provisions of the General Corporation Law of the State of Delaware on the 6th day of November, 1996 with

February 1, 2008 EX-3.6

STATE OF DELAWARE CERTIFICATE FOR RENEWAL AND REVIVAL OF CHARTER

Exhibit 3.6 State of Delaware Secretary of State Division of Corporations Delivered 12:30 PM 05/07/2003 FILED 12:30 PM 05/072003 SRV 030497660 - 2680091 FILE STATE OF DELAWARE CERTIFICATE FOR RENEWAL AND REVIVAL OF CHARTER Industrial Minerals, Inc., a corporation organized under the laws of Delaware, the charter of which was voided for non-payment of taxes, now desires to procure a restoration, re

February 1, 2008 EX-10.4

EMPLOYMENT AGREEMENT 8. Enforcement of Covenants. 9. Non-Disclosure of Agreement Terms. 10. Assignment. 11. Entire Agreement; Amendment. 12. Governing Law. 13. Notices.

Exhibit 10.4 EMPLOYMENT AGREEMENT INDUSTRIAL MINERALS, INC., for and on behalf of itself as well as its affiliated corporations (collectively referred to as the “Company”), and MR. ROBERT DINNING (the “Employee”) agree to enter into this EMPLOYMENT AGREEMENT (the “Agreement”) dated as of July 1st, 2007, as follows: 1. Employment. The Company shall employ Employee, and Employee shall be employed by

February 1, 2008 EX-10.2

ARTICLE 1

Exhibit 10.2 THIS LEASE made as of the 29th day of June, 2007 IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT BETWEEN: WINDALE PROPERTIES INC. (the "Landlord") OF THE FIRST PART - and - INDUSTRIAL MINERALS, INC. (the "Tenant") OF THE SECOND PART ARTICLE 1 DEFINITIONS The parties hereto agree that when used in this Lease or in any Schedule attached to this Lease the following words or expressions hav

January 17, 2008 CORRESP

[LETTERHEAD OF KAVINOKY COOK LLP] January 17, 2008

Correspondence [LETTERHEAD OF KAVINOKY COOK LLP] January 17, 2008 BY FAX AND EDGAR FILING Ms.

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