VIA EDGAR
May 27, 2009
U.S. Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549
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| Re: | Cliff Rock Resources Corp. |
Withdrawal Request related to amendment to Registration Statement on
Form S-1 (File No. 333-131081) that was filed on April 13, 2009
Ladies and Gentlemen:
Cliff Rock Resources Corp.(the “Registrant”) hereby requests withdrawal of its amendment to Registration Statement on Form S-1/A (File No. 333-131081) that was filed with the Securities and Exchange Commission on April 13, 2009. The filing was inadvertently filed as an amendment to Form S-1 rather than a post-effective amendment.
Please contact Kenneth Sam at Dorsey & Whitney LLP, counsel to the Registrant, at 303 629-3445 with any questions.
Very truly yours,
Cliff Rock Resources Corp.
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Andrew Hamilton
Chief Executive Officer
cc: Kenneth G. Sam – Dorsey & Whitney LLP