Mail Stop 0308
      March 17, 2006

Tom Liu
Chairman and CEO
Chilco River Holdings, Inc.
355 Lemon Ave., Suite C
Walnut, CA 91789

      Re:	Chilco River Holdings, Inc.
      Registration Statement on Form SB-2
      Filed February 21, 2006
		File No. 333-131946

Dear Mr. Liu:

      We have reviewed your 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
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.
1. We note that you state that the selling stockholders will be
offering the shares for resale from time to time, which indicates
that selling stockholders are relying on Rule 415 for sale of
these
securities.  Please revise to check the Rule 415 box on the facing
page of your registration statement.





Summary Information, page 1
2. It appears that you have provided use of proceeds information
from
the exercise of the warrants under the caption "Dividend Policy."
Please reconcile your disclosure.
3. Please add a disclosure to this section that briefly summarizes
your mineral exploration business and its status.
4. We note here and other places in your prospectus your use of
parenthetical phrases.  The meanings of these terms are clear from
their context.  For example, you define Kubuk International, Inc.
as
(Kubuk) on page 2, the nuevo sol as (PEN) on page 7 and the
Peruvian
gaming authority as (MINCETUR) on page 34.  Parenthetical
definitions
such as these are unnecessary.  Please delete these and all other
parenthetical definitions from your prospectus.  See Rule 421(c)
of
Regulation C.

Risk Factors, page 8
5. In general, descriptions of risks that describe circumstances
that
could apply equally to other businesses that are similarly
situated
are generic risks that should not be included in your risk factor
section.  Please either eliminate these generic risks, or revise
them
to state specific material risks to your company or to the
purchasers
in this offering.  For example, we note that the following risk
factors appear to contain generic disclosures:

1. Inclement weather ... page 6

2. A downturn in general economic conditions... page 6

3. You may lose your entire... page 11

In addition, revise your risk factors to get to the risk as
quickly
as possible and provide only enough detail to place the risk in
context.  The actual risk you are trying to convey does not stand
out
from the details you provide.  See as examples, "Our success
depends
on visitor`s..." on page 7 and "Currency fluctuations may have..."
on
page 10.

Please note these are examples only.  Review your entire risk
factor
section and revise as necessary.



6. Please include a risk factor that your auditors have raised
substantial doubt as to your ability to continue as a going
concern.
Also, please add a risk factor concerning the amount and status of
your accounts receivable.

If our key personnel leave us..., page 6
7. Identify the key personnel upon whom you depend.  Also expand
to
make this risk more specific to your company and explain why you
face
this risk.  For example, are any key personnel nearing retirement?
As drafted this risk factor is generic.

Selling Shareholders Information, page 14
8. We note that your first sentence in this disclosure states
"[t]he
following are the Selling Shareholders who own and have the right
to
acquire pursuant to the exercise of Class A Warrants an aggregate
of
3,371,334 shares..."  Your prospectus cover page indicates that
1,365,667 shares are subject to Class A Warrants.  Further, your
disclosure should include all shares that are being offered for
sale
and how each selling shareholder acquired the shares for resale.
Please revise or advise.
9. Please disclose the natural person(s) or public company that
has
the ultimate voting or investment control over the shares held by
695809 B.C. Ltd.  See Interp. I.60 of Telephone Interp. Manual
(July
1997) and Interp. 4S of Reg. S-K section of 3/99 Supp. to Manual.

Transactions with Clear Channel, page 19
10. Disclose whether the transaction and agreement with Clear
Channel
were comparable to terms you could have obtained from unaffiliated
third parties.

Plan of Distribution, page 19
11. We note your disclosure regarding short sales.  Please be
advised
that short sales of common stock "against the box" that are
covered
with shares subject to this registration statement cannot be made
before the registration statement becomes effective.  It is our
view
that shares underlying the short sale are deemed to be sold at the
time such sale is made and, prior to effectiveness, this would
constitute a violation of section 5.  Please confirm your
understanding.

Executive Officers and Directors, page 22
12. We note that you have provided a general description of the
business experience of Messrs. Lau and Yang.  In accordance with
of
Item 401 of Regulation S-B, please provide more specifically the
last
5 years of business experience for Messrs. Lau and Yang.  Also, we
note that Mr. Xu has been working with Kubuk Investment since
2001.
Please expand your description to briefly describe in what
capacity
Mr. Xu has been working for Kubuk.
13. Please disclose in this section whether you have any related
party transactions.  In this regard, please disclose whether you
have
any loans outstanding to shareholders, officers or directors, the
amount of the loans, the terms of the loans and the status of the
loans.

Our Mineral Exploration Business, page 30
14. Please expand your disclosure so that investors who are
unfamiliar with your mineral exploration business can understand
it.
For example, it is not clear from your disclosure whether you
purchased your claims from Nicholson & Associates and if the terms
of
that agreement included the royalties to be paid to them as well
as
the geological consulting services.  In this regard, you should
include in your discussion the term of that agreement and the
geological consulting services that Nicholson & Associates has and
will provide.
15. We also note terms used in your discussion that may be
unfamiliar
to investors.  For example, it is not clear what a unit is that
comprises your claim of 16 units.  Also, it is not clear from your
disclosure that NIC refers to Nicholson & Associates.
16. We further note your reference to a report that has been
prepared
recommending a further two-stage program.  This appears to be a
material document that should be filed as an exhibit.

Acquisition of Bruce Hotel and Casino, page 30
17. Please expand your disclosure to indicate whether the
acquisition
was from unaffiliated parties.

Escrow Agreement, page 31
18. Your discussion of the terms of escrow agreement needs to be
revised to clearly present the information that is key to
stockholders.  In this regard, provide background information
including but not limited to whether this was an arms length
transaction, the manner in which the share price was determined, a
discussion of the resulting change of company control and a
discussion of the "certain obligations."

Bruce Hotel and Casino Business, page 34
19. Please include in your discussion the background, the nature
or
history of your accounts receivable.  In this regard, please
discuss
the status of your accounts receivable, what steps you are taking
or
plan to take to reduce your receivables.
20.  Please revise to include any material loans outstanding.  In
this regard, please disclose the current status of any loans, the
parties to the loan, the amount of the loans, the terms of the
loans
and the business purpose of the loans.
21. Please revise your disclosure to provide the percentage of
revenue that was generated by each of your hotel, restaurants and
casino operations.
22. We note that you expect to raise $5 million in 2006 to
complete
your renovations.  Please expand your disclosure to indicate how
you
expect to raise this money and what the consequences will be if
you
do not.
23. Please also expand your disclosure to include your hotel
occupancy rate, whether you are subject to seasonal fluctuations
in
your business and whether you rent office space to others or if
the
office space indicated is for your corporate offices.
Regulation and Licensing, page 35
24. We note that you maintain a five star hotel license.  Please
indicate the expiration of your license.

The Economy, page 38
25. The table referred to in the last paragraph of this section is
omitted.  Please revise.

Management Discussion and Analysis, page 39
26. You do not include a discussion of the year to year
differences
in results of operations.  As such, please revise your disclosures
to
comply with Item 303(b)(1) of Regulation S-B.
27. It is not clear whether the Peruvian Government has set any
limits on the number of casinos that may be opened any given year
or
within certain distances.  As such, please revise your disclosures
to
discuss these restrictions or lack thereof and how they will
impact
your future operations.



Liquidity and Capital Resources, page 41
28. Due to significant costs you are incurring as a result of
renovations, please expand your liquidity and capital resources
discussion to include details regarding your expansion plans if
you
are not able to raise sufficient capital though your securities
offering.  For example your discussion should include, but not be
limited to, the following issues:

* A discussion of alternate sources of funding;
* Whether you plan to re-open without completing your renovations;
* If you intend to re-open without completing the renovations, how
will it affect your operating plan and cash flows projections;
* A discussion of the cost to re-open without completing
renovations
and whether you currently have enough cash flow to re-open;
* A discussion of how long you will be able to sustain
profitability
without the operations of the casino.

      Please ensure that your response is detailed and precise.

Market for Common Equity and Related Shareholder Matters, page 44
29. Please revise to include the number of registered
shareholders.

Use of Proceeds, page 45
30. We note your disclosure on the prospectus cover page to the
effect that you plan to use any proceeds from the exercise of the
warrants for working capital.  Please revise and expand your
disclosure here accordingly.

Kubuk International, Inc. and subsidiaries financial statements,
F-11

Consolidated Statements of Operations, page F-13
31. You appear to have chosen the "One-Statement Approach" to
reporting comprehensive income, as illustrated in Format A of
Appendix B to SFAS 130.  If our understanding is correct, this
fact
should be disclosed in the title to this financial statement.
Please
see the above referenced illustration for guidance.  The auditor`s
report should also be revised to reflect the new title.

32. It appears that there are amounts within the "Other" revenues
caption that exceed the aggregation thresholds set by the
Instructions to Item 310(b).  As such, please tell us the amount
and
nature of individually significant items that you include in
"Other"
revenues.

Note 2- Significant Accounting, F-17

Revenue Recognition and Promotional Allowances, page F-18
33. You did not include an accounting policy for promotional
allowances.  As these costs tend to be significant within your
industry, please revise your filing to include your accounting
policy
for promotional allowances.

Properties, Plant and Equipment, page F-19
34. It appears that you record your property, plant and equipment
at
the lower of adjusted costs or market.  Please tell what you refer
to
as adjusted costs and how it complies with U.S. GAAP.
35. We understand, from the disclosure on page F-16, BGD was the
"majority" owner of the Bruce Hotel/Casino.  If our understanding
is
correct, we assume that Chilco River Holdings Inc. holds a
majority
interest in these properties as well.  Please confirm.  Identify,
describe and quantify the minority interest in the structures and
advise us as to the rights and obligations of the minority
interest,
including how profits and losses are to be divided.  Explain how
the
property has been valued and recorded in the financial statements
of
Kubuk, both before and after the merger with Chilco River.

Note 3. Foreign Currency Transactions, page F-19
36. You indicate that hotel and other business activities are
operated using both U.S. dollars and the Peruvian nuevo soles
while
the gaming business at Bruce Casino is conducted in U.S. dollars.
In
view of the fact that casino revenues comprise approximately 67%
of
revenues, please support your conclusion that your functional
currency is the nuevo soles.  Your response should address each of
the relevant factors set forth in Appendix A of SFAS 52, paragraph
42.
37. As a related matter, you state on page 7 that your functional
currency is the U.S. dollar.  Although the functional currency of
Chilco River Holdings, Inc. may be the U.S. dollar, we assume that
the functional currencies of the two operating subsidiaries will
remain nuevo soles subsequent to the merger.  Please confirm or
explain the reasons for any changes in functional currency.

Note 4- Accounts Receivable, page F-20
38. Your accounts receivable balance decreased from $1,085,427 at
December 31, 2004 to $54,027 as of the nine months ended September
30, 2005.  However, it is not clear whether the decrease relates
to
reserved amounts that were finally written off or recovered.  As
such, please advise us and expand your disclosures within
Management
Discussion & Analysis to address the cause for this significant
variation in your balance.

Pro Forma Balance Sheet Information, page F-25

39. The disclosures here and in Note 11 to the financial
statements
of Kubuk International appear to state that the only assets
transferred to KISAC/Kubuk International are the property,
furniture
& equipment, net.  If our understanding is correct, it may be
appropriate for audited financial statements to be presented for
the
acquired component only ("carve-out" financial statements), if you
are not succeeding to all of the assets and liabilities of the
other
entity.  Please revise or advise.
40. As a related matter, if only property, furniture and equipment
are to be acquired, provide support for your apparent conclusion
that
the acquisition of a business has occurred, rather than an
acquisition of assets.  Address the individual facts and
circumstances set forth in Article 11-01 (d) of Regulation S-X
when
framing your response.
41. Financial forecasts may be presented either in lieu of pro
forma
statements of operations or for other informational purposes.
They
are particularly appropriate where historical financial statements
are not indicative of the ongoing entity or where other events or
transactions will have a discrete material impact upon your
financial
statements.  You disclose, on page 4, that all of your revenue and
income will be derived from the operations of the Bruce Hotel and
Casino.  The gaming casino has been closed for remodeling since
February 2005 and the slot room and restaurants were closed for
renovation in November 2005.  You do not expect them to reopen
until
the last half of 2006, at a minimum.  Unless you are able to
finance
these renovations with cash flows from operations and equity or
debt
financings, these renovation projects may be reduced or delayed.
In
view of the fact that revenue is expected to be approximately 10%
of
historical levels until renovations are completed and the casino,
slot room and restaurants are open, we believe that the
presentation
of a financial forecast for the twelve-month period following the
most recent balance sheet included in the filing, after updating,
would be appropriate.  This would better enable investors to
understand the financial operations of the company for the
immediate
future.  Please revise accordingly or advise.  Refer to Rule 11-03
of
Regulation S-X with regard to the preparation of a financial
forecast.

Chilco River Holdings Financials for the Nine Months Ended
September
30, 2005

Note 1. Current Event, page F-34
42. Tell us more about the individual escrow agreements you
describe
in this footnote.  With regard to the 8,250,000 shares placed in
escrow, please describe the exact nature of the obligations the
escrow is intended to satisfy.  Describe the major terms and
conditions of the escrow including its duration and the required
disposition of the shares if the obligations are not otherwise
satisfied.  Describe the significant terms and conditions of each
of
the other individual escrow arrangements as well.  Explain how the
shares in each arrangement are to be accounted for in your
earnings
per share computations, both basic and diluted.  Provide support
for
each of your conclusions and identify your basis in GAAP.
Finally,
please identify the directors (or the former directors) of Chilco
who
returned shares for no consideration.  Quantify the shares held by
the former shareholders of Chilco after the return and
cancellation
of the shares.
43. Refer to the discussion of mineral properties presented on
page
F-9 of the filing.  If Chilco remains subject to the annual
obligation to make advance royalty payments until the commencement
of
commercial production, appropriate disclosure should be provided.
44. According to your disclosures on page 32, you failed to raise
the
$5,000,000 in the Financing Transaction within thirty days of
delivering the Kubuk Financials to Chilco.  As such, please tell
us
and revise your disclosures to discuss what effect this will have
on
your business.

General
45. Consideration should be given to the updating requirements of
Item 310 (g) of Regulation S-B.
46. An updated consent should be included in any amendment to the
filing.

Exhibits, II-3
47. Please revise your footnotes and the index to correctly
reference
the appropriate filing where documents may be found.


Signatures, II-5 and II-6
48. We note Mr. Yens` execution of the registration statement did
not
include his capacity as your Principal Accounting Officer in each
of
his signatures.  Please revise.

Exhibit 5.1

49. We note that in the fifth paragraph of your opinion, you
express
no opinion as to the effect or application of the law, rule or
regulation or any securities or blue sky laws of any state
including
the State of Nevada.  However, in the next sentence you generally
limit your opinion only to the laws of Nevada.  Please revise your
opinion to clearly opine on the laws of the State of Nevada,
including the statutory provisions, all applicable provisions of
the
Nevada Constitution, and reported judicial decisions interpreting
these laws.  Further, with your revised counsel`s opinion please
include the registration statement`s file number.

Exhibit 10.6
50. Please file Exhibit A to the consulting agreement.

***

      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 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 Act
of
1933 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	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;

?	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

?	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.

	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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as 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.

      You may contact Juan Migone, Accountant, at (202) 551-3312
or
Margery Reich, Senior Staff Accountant, at (202) 551-3347 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact Scott Anderegg, Staff Attorney, at (202)
551-3342 or me at (202) 551-3720 with any other questions.

      					Sincerely,



      					H. Christopher Owings
      Assistant Director


cc: 	Kenneth G. Sam
	Dorsey & Whitney LLP
      Via Fax (303) 629-3450
Tom Liu
Chilco River Holdings, Inc.
March 17, 2006
Page 1