BARNETT & LINN
23945 CALABASAS ROAD, SUITE 115
___________
CALABASAS , CALIFORNIA 91302
TELEPHONE (818) 436-6410
ATTORNEYS AT LAW
FAX (818) 223-8303
wbarnett@wbarnettlaw.com
October 6, 2011
Kevin Dougherty
Division of Corporation Finance
SECURITIES AND EXCHANGE COMMISSION
100 F Street NE
Washington D.C. 20549
Re:
Cascade Springs, Ltd. (“Registrant”)
Amendment No. 2 to Registration Statement on Form S-1
Filed on June 13, 2011
File No. 333-174872
Gentlepersons:
The Registrant hereby files its Amendment No. 2 to Registration Statement on Form S-1 (“Amendment No. 2”). The Amendment No. 2 has been revised in accordance with the Commission’s October 3, 2011 comment letter (“Comment Letter”).
To assist the staff in its review of Registrants responses, we have provided a copy of Amendment No. 2 “marked to show changes”, and our responses below correspond to each comment number in the Comment Letter.
Form S-1
General
1.
In response to your comment no. 1, we have expanded our disclosure on page 37 to include Mr. Sawatsky’s involvement with the Registrant.
2.
In response to your comment no. 2, we have included in the prospectus on page 9, the information regarding Mr. Delahunte that appeared in our response to your comment 3 in your comment letter dated July 11, 2011.
3.
In response to your comment, neither Messer’s. Delahunte, Gano, Barnett, Sawatsky or Watson has any experience in “the marketing or sale or creation of a start-up mining or other new company for the purpose of engaging in a reverse acquisition or other similar business arrangement whereby the entity or resulting entity changes its business purpose from that which was described in the prospectus as initially included in a registration statement filed with the Commission.”
2
4.
In response to your comment, neither Messrs: Delahunte, Gano, Barnett, Sawatsky or Watson has had any “experience in the past ten years related to any start-up mining or other new company which, shortly thereafter (a) materially altered its business plan or its business, (b) named a new control person, (c) ceased mining activities, (d) became a delinquent filer, or (e) reported proven or probable reserves.”
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 20
Plan of Operations for the Next Twelve Months, page 20
5.
In accordance with your comment we have revised the disclosure on page 24 to correspond to the $18,000 salary expense set forth on page 20.
Plan of Distribution, page 28
6.
In accordance with your comment we have eliminated the reference to “Empire” on page 29.
Financial Statements, page 33
Note 1 – Basis of Presentation, page F-4
7.
In accordance with your comment we have removed the duplicate phrase “and the rules of the United states of America” in the first paragraph of this note.
Enclosed with this response is a letter from the President of the Registrant acknowledging, among other things, the Registrant’s responsibility for the adequacy and accuracy of the disclosure in the filing.
We believe that we have responded to all of your comments fairly and reasonably. Therefore, we respectively concur with the Registrant’s request, enclosed herewith, that Amendment No. 2 to the Registration Statement be declared effective at 12:00 p.m., Washington, D.C. time, on Thursday, October 13, 2011 or as soon thereafter as practical. Please contact the undersigned as soon as possible should you have any further questions or comments.
Thank you in advance for your courtesies and cooperation.
Very truly yours,
BARNETT & LINN
/s/ William B. Barnett
William B. Barnett
WBB: scc
cc/ Mr. Delahunte, President
CASCADE SPINGS LTD.
2351 N Bannavitch
Pahrump NV 89060
Telephone: (702) 988-4233
October 6, 2011
Division of Corporation Finance
Securities and Exchange Commission
100 F Street NE
Washington D.C. 20549
Re:
Cascade Springs Ltd. (the “Company”)
Amendment No. 2 to Registration Statement on Form S-1
Filed on June 13, 2011
File No. 333-174872
Gentlemen:
Please be advised that, on behalf of the Company, I hereby acknowledge the following:
(a)
the Company is responsible for the adequacy and accuracy of the disclosure in the filing of the Company’s Amendment No. 2 to Form S-1, and
(b)
staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange Commission (the “Commission”) from taking any action with respect to the Company’s filing of its Amendment No. 2 to Form S-1 and amendments thereto, and
(c)
the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States.
Very truly yours,
Cascade Springs Ltd.
/s/ William Delahunte
William Delahunte, President
CASCADE SPINGS LTD.
2351 N Bannavitch
Pahrump NV 89060
Telephone: (702) 988-4233
October 6, 2011
Kevin Dougherty
Division of Corporation Finance
Securities and Exchange Commission
100 F Street NE
Washington D.C. 20549
Re:
Cascade Springs Ltd. (the “Company”)
Amendment No. 2 to Registration Statement on Form S-1
Filed on June 13, 2011
File No. 333-174872
Dear Mr. Dougherty:
Pursuant to Rule 461 of Regulation C under the Securities Act of 1933, as amended, the undersigned, being the issuer of securities to which the referenced Amendment No. 2 to Registration Statement on Form S-1 relates (the “Company”), hereby respectfully requests that the effectiveness of the Amendment No. 2 to said Registration Statement be accelerated so that it will become effective at 12:00 p.m., Washington, D.C. time, on Thursday, October 13, 2011, or as soon thereafter as practicable, unless we request by telephone that said Registration Statement be declared effective at some other time.
The Company further acknowledges that:
·
Should the Securities and Exchange Commission (the “SEC”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the SEC from taking any action with respect to the filing;
·
The action of the SEC 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
·
The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.
Very truly yours,
By:/s/ William Delahunte
___
William Delahunte, President
