ERIC STIFF
Direct Dial: (916) 930-2522
E-mail: eric.stiff@bullivant.com
August 31, 2006
Via EDGAR
Carmen Moncada-Terry
Securities and Exchange Commission
101 F Street, NE
Washington, DC 20549
| Re: | Piedmont Mining Company, Inc. |
Form SB-2 Registration Statement - Pre-Effective Amendment No. 2
Dear Ms. Moncada-Terry:
On August 22, 2006, on behalf of Piedmont Mining Company, Inc. (“Piedmont”), we filed the Form SB-2 Pre-Effective Amendment No. 2 (the “Second Amendment”) to Piedmont’s registration statement on Form SB-2 originally filed with the Commission on June 27, 2006, as amended by the Form SB-2 Pre-Effective Amendment No. 1 filed on August 16, 2006 (the “First Amendment”). The Second Amendment was filed as a result of comments received from Pratt-Thomas, Gumb & Co., P.A, Piedmont’s auditor, regarding the Consolidated Statements of Stockholders’ Deficit (Unaudited) for the six months ended June 30, 2006 and for the year ended December 31, 2005 found on page F-5 of the First Amendment.
The First Amendment contained inconsistencies between the Consolidated Balance Sheet for June 30, 2006 and December 31, 2006 and the Consolidated Statements of Stockholders’ Deficit (Unaudited) for the six months ended June 30, 2006 and for the year ended December 31, 2005. These inconsistencies were reconciled with the filing of the Second Amendment.
| On page F-5 of the Second Amendment, the following changes were made: |
| 1. | Column 2, line 7: “1,341,945” replaced “1,367,110” |
| 2. | Column 2, line 11: “$14,162,916” replaced “$14,188,081” |
| 3. | Column 4, line 8: “119,781” replaced “45,435” |
| 4. | Column 8, line 7: “1,341,945” replaced “1,367,110” |
| 5. | Column 8, line 8: “119,781” replaced “45,435” |
| 6. | Column 8, line 11: “$863,829” replaced “814,648” |
Carmen Moncada-Terry
August 31, 2006
Page 2
We hope that the foregoing addresses the Staff’s inquiry as to why it was necessary for Piedmont to file the Second Amendment.
Very truly yours,
/s/ Eric Stiff
Eric Stiff
