January 10, 2006



Mr. Gurpreet Singh Sangha
Chief Financial Officer
Douglas Lake Minerals, Inc.
Suite 520 - 470 Granville Street
Vancouver, British Columbia, Canada  V6C 1V5



	Re:	Douglas Lake Minerals, Inc.
		Form 10-KSB for Fiscal Year Ended May 31, 2005
      Filed September 13, 2005
      File No. 000-50907



Dear Mr. Singh Sangha:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments. Please provide a written response to
our
comments.  Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosures in your
filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form 10-KSB for the Fiscal Year Ended May 31, 2005

Report of Independent Registered Public Accounting Firm, page F-1

1. We note your auditor is located in Vancouver, Canada.  Please
tell
us how you concluded that it is appropriate to have an audit
report
issued by an auditor licensed outside the United States.  In
accordance with Article 2 of Regulation    S-X, we believe that
the
audit report of a registrant (that is not a foreign private
issuer)
should ordinarily be rendered by an auditor licensed in the United
States.  Further guidance may be found in Section 5.K of the
"International Reporting and Disclosure Issues in the Division of
Corporation Finance" on our website at
http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm
#P4
42_69217.  In addition, please tell us whether your management and
accounting records are located in the United States or Canada as
well
as where the majority of the audit work is conducted.

Balance Sheets, page F-2

2. We note your disclosure on page 11 that if you do not receive
the
proper paperwork or if the subscribers ask for a refund of their
money before you issue the shares to the subscribers, you may have
to
refund up to $396,700 to the subscribers.  Please tell us why you
believe the equity classification of your stock subscription is
appropriate.  Typically, if an investor has the right to cancel
its
subscription and have the consideration refunded, the
consideration
received should be classified as a liability until the shares are
issued.


Closing Comments

       Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosures in the filing to be certain that the
filing include all information required under the Securities
Exchange
Act of 1934 and that they have provided all information investors
require for an informed investment decision.  Since the company
and
its management are in possession of all facts relating to a
company`s
disclosures, they are responsible for the accuracy and adequacy of
the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosures in the filing;

* staff comments or changes to disclosures in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Lily Dang at (202) 551-3867 or Jenifer
Gallagher
at (202) 551-3706 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
551-3686 with any other questions.

								Sincerely,



								Karl Hiller
								Branch Chief
Mr. Gurpreet Singh Sangha
Douglas Lake Minerals, Inc.
January 10, 2006
Page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010