CONRAD C. LYSIAK
Attorney and Counselor at Law
601 West First Avenue
Suite 903
Spokane, Washington 99201
(509) 624-1475
Fax: (509) 747-1770
E-mail: cclysiak@qwest.net
December 8, 2006
Mr. H. Christopher Owings, Assistant Director
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE: Gold Rock Resources Inc. | |||||||||
Form SB-2 Registration Statement | |||||||||
File No. 333-135891 | |||||||||
Dear Mr. Owings:
In response to your letter of comments dated October 31, 2006, please be advised as follows:
Summary of Our Offering | ||
1. | Duplicative disclosure has been removed and Crown has been defined. | |
Business | ||
2. | Glossary has been removed. Many of the technical terms have been deleted in order that a layman may understand. | |
Regulations | ||
3. | The Canadian Mineral Tenure Act Regulation doesn= t apply to our property. The previous bulleted disclosure under the Canadian Mineral Tenure Act Regulation was wrong; it should be attributed to the British Columbia Mineral Exploration Code. | |
Management Discussion and Analysis or Plan of Operation | ||
Plan of Operation | ||
4. | We have expanded our milestones section to include the feasibility studies and revised the cost for the second milestone. | |
Securities and Exchange Commission | ||||||||
RE: | Gold Rock Resources Inc. | |||||||
Form SB-2 Registration Statement | ||||||||
File No. 333-135891 | ||||||||
December 8, 2006 | ||||||||
Page 2 | ||||||||
5. | Use of proceeds has been revised so that the Company will have enough funds to complete the exploration program. |
Financial Statements
Balance Sheet
6. | Balance Sheet has been revised. |
Notes to Financial Statements
2. Summary of Significant Accounting Policies
k. Recent Accounting Pronouncements
7. | Has been revised to adopt SFAS 154 and SFAS 123(R). |
Undertakings
8. | Undertakings have been revised to those which are applicable to our offering. |
Exhibit 23.1
9. | Our independent registered public accounting firm has revised its consent to reference the period from March 14, 2006 to April 30, 2006. |
Yours truly,
CONRAD C. LYSIAK
Conrad C. Lysiak
cc: Gold Rock Resources Inc.