Attention:
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Pamela A. Long
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Re:
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American Strategic Minerals Corporation
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1.
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Update your EDGAR company profile to reflect the current address of your principal executive offices.
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2.
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The EDGAR system indicates that your primary standard industrial classification or SIC code number is 4950. Please contact EDGAR operations to request a SIC code number that reflects your current business.
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3.
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We note that the statement “following the Split-Off, 7,500,000 shares will constitute our “public float” and will be our only shares that have been registered for resale under the Securities Act of 1933.” We also note the first paragraph on page 5. Please advise us on when this registered resale offering occurred. We may have additional comments.
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4.
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Please describe the services to be provided by GRQ Consultants, identify the parties and purpose of the additional consultant warrant agreement, and file the executed agreement as an exhibit.
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5.
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Please file the mining lease agreements for the Cutler King, the Dunn, the Centennial-Sun Cup, the Bull Canyon, the Martin Mesa, the Avalanche/Ajax and the Home Mesa properties as exhibits to the Form 8-K. See Item 601(b)(10) of Regulation S-K.
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6.
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Please disclose that you have not begun any operations at your target properties, and describe what is meant by “historical exploration” for each of the properties. For instance, clarify whether the property covered by the claims was ever subject to extractive operations and generated any revenue.
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7.
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Please file the anticipated lease agreement, or form thereof, for your principal place of business as an exhibit to this Form 8-K and file an executed version with an amended 8-K or other Exchange Act filing. See Item 601(b)(10) of Regulation S-K.
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8.
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We note the statement “We…cannot assure investors of the accuracy or completeness of the data included in this Current Report.” Since you may not disclaim responsibility for information that you may have chosen to include in the Form 8-K, please revise.
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9.
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The disclosure in footnote (14) on page 26 is unclear. Clarify whether Messrs. Joshua Bleak, Barry Honig, and David Rector share voting and investment power over the shares of common stock of American Strategic Minerals Corporation that are beneficially owned by Sagebrush. Alternatively, if only one natural person has voting and investment power over the shares of common stock of American Strategic Minerals Corporation that are beneficially owned by Sagebrush, identify that natural person. As appropriate, revise also the disclosures on pages 31 and 32.
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10.
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In light of the percentage of shares owned by Sagebrush, please explain the statement in the third paragraph of this section that “None of the foregoing persons is an officer or director of the Company, and the Company does not consider any of such persons, individually or in the aggregate, to be in a position to exercise control over the business or affairs of the Company as a result of the ownership of our securities or otherwise.”
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11.
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We note that you did not file the attachments to the exhibits filed as exhibits 10.1, 10.3, 10.7 and 10.9. Unlike Item 601(b)(2) of Regulation S-K, there is no provision in Item 601(b)(10) of Regulation S-K for excluding attachments. Please refile the exhibits with their attachments.
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12.
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We note that you did not file the attachments to the exhibit filed as exhibit 10.1 although it appears that exhibits B and D were filed as exhibits 10.2 and 10.3. Unlike Item 601(b)(2) of Regulation S-K, there is no provision in Item 601(b)(10) of Regulation S-K for excluding attachments. Please refile exhibit 10.1 with its attachments.
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The Company is responsible for the adequacy and accuracy of the disclosures in the filings;
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Staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
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The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
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