Mail Stop 0511


	January 7, 2005


Vernon Samaroo, President
Southridge Enterprises, Inc.
18523 - 98th Avenue
Edmonton, Alberta  T5T  3E6

RE:  Southridge Enterprises Inc. ("the company")
        File No.  333-119729
        Amendment No. 1 to Form SB-2
        Filed December 2, 2004

Dear Mr. Samaroo:

      We have reviewed your amended filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
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 disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Recommendations of Geological Report and Geological Exploration
Program, page 24

1.	In the penultimate paragraph, please revise "Our cash on hand
to
date..." to include the date of the reported cash balance.  Please
revise your second risk factor in a similar manner and elsewhere
in
the prospectus, as appropriate.

2.	The report provided was a geological report on the Phase I
Exploration results prepared by W.G. Timmins, P.Eng.  This report
was
developed by your consulting geologist and contained his
conclusions
on the results of Phase I exploration program dated October 29,
2004.
This report, while informative, was not the report referenced in
the
filing.

      Supplementally provide a copy of the exploration report
developed by W.G. Timmins, P.Eng., entitled "Report on the Hilltop
Claims" dated August 10, 2004.  This is a geological evaluation
report on the Hilltop Claims.  This report summarizes the history
of
the Hilltop mineral claims exploration and the regional/local
geology.  Also addressed are the mineralization observed and the
geological formations identified as a result of the prior
exploration. The geological report also gives conclusions
regarding
potential mineralization of the mineral claims and recommends
further
geological exploration the mineral claims.  A brief program is
outlined.

Results of operations for the period ending August 31, 2004

3.	As previously requested, please state the offering expenses
paid
to date and the amount to be paid in the future, if any.

Financial Statements

Consolidated balance sheet, page 2

4.	We noted from your response to comment 21 that cash includes
$2,500 in the lawyer`s trust account. Supplementally explain the
transaction, disclose its nature, restrictions if any, and its
availability to pay current obligations and tell us how your
presentation is appropriate. Please note that cash and cash
equivalents must be readily available to pay current obligations
and
free from any contractual restrictions. Cash that is restricted or
in
escrow should be segregated from the general cash category; the
restricted cash is either classified in the current asset or in
the
noncurrent asset section, depending on the date of availability or
disbursement. Please revise as appropriate. Also, please ensure
that
restricted cash is properly classified in your consolidated
statement
of cash flows. Refer to SFAS 95.

5.	We noted your response to comment 24 and understand that you
have restated the financial statements to expense the mineral
leases.
Please revise to include a note to discuss the nature of the error
in
the previously issued financial statements and the effect of its
correction on net income, and the related per share amounts. Refer
to
APB 20, paragraphs 36-37. We also believe the change should be
referenced in the auditor`s report, as contemplated by Section 561
of
the Codification of Statements on Auditing Standards.  Please
revise
accordingly.




Note 2 - Summary of significant accounting policies
Foreign currency translation, page 8

6.	We read your response to comment 23 and your revised
disclosure
that the functional and reporting currency is US$.  We understand
that the primary economic environment in which you operate is in
Canada.  Please confirm to us that your functional currency is
US$.
If the functional and reporting currency is the same, we would not
expect the remeasurement process to occur.  Please revisit your
disclosure and revise accordingly.  Refer to SFAS 52, paragraph
10.

General

7.	Please update the disclosure throughout the prospectus to the
latest date practicable.

Signatures

8.	The signature page should designate the individual(s)
operating
in the capacities of principal executive officer, principal
accounting officer, and principal financial officer.  Please note
in
the amendment to be filed.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provide any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
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 registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Raj Rajan at (202) 942-1941 with any
questions
regarding accounting issues and you may contact Janice McGuirk at
(202) 942-1787 with any other questions.



Sincerely,





John Reynolds, Assistant Director

Office of Emerging Growth Companies

CC:   Stephen F. X. O`Neill, Esq.
         Via fax (604) 687-5792