File Number: 58414-0010-Letters
Web site: www.langmichener.com
Direct Line: (604) 691-7445
Direct Fax Line: (604) 893-2679
E-Mail: tdeutsch@lmls.com
December 16, 2008
Via EDGAR and facsimile (to (202) 772-9368)
The United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Washington, D.C.
U.S.A., 20549
Mail Stop 7010
Attention: Mr.H. Roger Schwall, Assistant Director
Dear Mr. Schwall:
Re:
Ruby Creek Resources Inc. (the "Company")
File No. 333-153105
Registration Statement on Form S-4 (Amendment No. 2) dated December 2, 2008 and filed December 3, 2008
Acceleration Request for Registration Statement
We are counsel for the above-referenced Company. As per a telephone call we received on Monday, December 15 from Mr. John Madison of the Securities and Exchange Commission's (the "Commission") Division of Corporation Finance, we understand that the Commission has no further comments to the Company's previously filed (on December 3, 2008) Registration Statement on Form S-4 (Amendment No. 2) (the "Registration Statement").
In light of our conversation with Mr. Madison, we now take this opportunity to enclose, on behalf of the Company, the Company's written acceleration request to the Commission, dated as at December 16, 2008, to the effect that its subject Registration Statement be permitted to become effective at3:00 p.m., Washington, D.C. time, on Thursday, December 18, 2008, or as soon thereafter as is practicable. In this regard we confirm that the Company's acceleration request acknowledges that:
"(a) we are aware of our responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above-captioned registration statement;
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(b) should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
(c) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
(d) the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States."
On behalf of the Company, we sincerely thank and appreciate the Commission's prompt attention to and ongoing cooperation in this matter. We now await the Commission's verbal confirmation of its receipt and acceptance of the Company's within acceleration request at the Commission's earliest convenience, and we remain, always,
Yours very truly,
"Thomas J. Deutsch"
Thomas J. Deutsch
forLang MichenerLLP
Enclosure: acceleration request by the Company
cc: Mr. John Madison, SEC (w/copy of Enclosure)
cc: The Company (w/copy of Enclosure)