November 10, 2005
Ms. Prabha Varshney, Chief Accounting Officer
Entourage Mining Ltd.
475 Howe, Suite 614
Vancouver, British Columbia V6C 2B3
Canada
Re: Entourage Mining Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2005
Filed July 1, 2005
File No. 000-50305
Dear Ms. Varshney:
We have reviewed your Form 20-F for the Fiscal Year Ended
December 31, 2005 and have the following comments. We have
limited
our review of your filing to those issues we have addressed in our
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
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 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 any other aspect of
our
review. Feel free to call us at the telephone numbers listed at
the
end of this letter.
Form 20-F for the Fiscal Year Ended December 31, 2005
Controls and Procedures, page 33
1. Please revise to state whether your disclosure controls and
procedures were effective as of the end of the reporting period
covered by your report. Refer to Item 15(a) of Form 20-F for
additional guidance.
Consolidated Financial Statements, page F-1
Auditors` Report, page F-2
2. Please amend your filing to include an accountants` report in
your
Form 20-F for the years ended December 31, 2003 and 2002.
3. We note that the period from June 16, 1995 (inception) to
December
31, 2004, is not covered by an audit report. Please determine
with
your auditor whether your auditor can opine on the inception-to-
date
period. Otherwise, label the inception-to-date period as
"unaudited".
Consolidated Statements of Operations, page F-4
4. Please amend your filing to include your statements of
operations
and of cash flows for the year ended December 31, 2002 on page F-4
and
F-6, respectively. Refer to Item 17(a) of Form 20-F and Item 8 of
Form 10-K for additional guidance.
Certifications, page 58
5. We note that you state your certifying officers` titles and do
not
certify to the effectiveness of disclosure controls and procedures
as
of the end of the reporting period covered by your report. Please
conform your Rule 13a-14(a)/15d-14(a) certifications to the
certifications set forth in the Instructions as to the Exhibits,
exhibit 12, of Form 20-F.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. 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
provides
any requested 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 urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filing to be certain that the filing
includes
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 disclosure,
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
disclosure in the filing;
* staff comments or changes to disclosure 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 Ryan Milne at (202) 551-3688, or Sandy Eisen
at
(202) 551-3864, if you have questions regarding comments on the
financial statements and related matters. Please contact me at
(202)
551-3684 with any other questions.
Sincerely,
April Sifford
Branch Chief
cc: Mr. Ryan Milne
Ms. Sandy Eisen