MAIL STOP 3720

May 4, 2006

Mr. Geoffrey Hamilton
Cliff Rock Resources Corp.
206 - 509 Howe Street
Vancouver, British Columbia
Canada V6C 2T5

   Re:	Cliff Rock Resources Corp.
   Amendment No. 1 to Registration Statement on Form SB-2
   Filed April 21, 2006
      File No. 333-131081

Dear Mr. Hamilton:

      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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

General
1. To avoid confusion, please include the registration statement
number (333-131081) on the registration statement cover page and
correct the tag line at the top of each page (which currently
refers
to Chilco River Holdings, Inc.).

Prospectus Cover Page
2. Revise your disclosure throughout to make clear that only
market
makers may apply with the NASD to have a company`s securities
accepted for trading on the Over the Counter Bulletin Board.
Disclose whether you intend to seek to have market-makers quote
the
shares on the Over the Counter Bulletin Board and, if so, if the
company has identified broker dealers who have expressed an
interest
in becoming market makers in the company`s securities.  Under
"Market
for Common Equity and Related Stockholder Matters," also disclose
the
requirements for quotation on the Over the Counter Bulletin Board
and
the anticipated timing of your quotation on the Over the Counter
Bulletin Board.  Under "Plan of Distribution," remove any
implication
that the Over the Counter Bulletin Board is an exchange.

Item 3:  Summary Information and Risk Factors, page 5
3. As requested in prior comment five to our letter dated February
9,
2006, please define exploration stage company in this section, the
Business section and the Plan of Operations section.

Item 16:  Description of Business, page 21

Acquisition, Description and Location of the IQUE Claim, page 21
4. As requested in prior comment 18 to our letter dated February
9,
2006, please describe the material terms of the Property
Acquisition
Agreement.

Geological Exploration Program in General, page 23
5. Please explain the five month delay between completing Phase I
and
commencing Phase II.

Recent Exploration Work, page 27
6. Provide the basis for, and expand upon, your belief that
"numerous
companies have been engaged in prospecting and preliminary
geological
inspection in the region."  Item (b)(3) to Guide 7 instructs that
you
provide a brief history of previous operations.  Such a discussion
should extend beyond the mere fact that operations may have
occurred.

Item 17:  Plan of Operations, page 31
7. We note a stock subscription receivable on page F-2.  Please
advise what this is, whether these shares have been issued, and
whether they are being registered in this offering.

Results of Operations..., page 33
8. Please correct the dates for the three month period ended
December
31.






Part II

Undertakings
9. Please revise to include the full undertakings set forth in
Item
512(a) and (g) of Regulation S-B.  In doing so, and since it does
not
appear you are relying on Rule 430A, please remove the Item 512(f)
undertakings.
Signatures
10. Please have your Principal Financial Officer and Principal
Accounting Officer sign in these capacities.

Closing Statements

      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 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.

      You may contact Alonso Rodriguez at (202) 551-3370 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact William Bennett, Staff Attorney, at (202)
551-3389, or Kathleen Krebs, Special Counsel, at (202) 551-3810,
with
any other questions.



      Sincerely,



      Larry Spirgel
      Assistant Director


cc:	Michael Seifert
	Fax: (604) 681-3896


Mr. Geoffrey Hamilton
Cliff Rock Resources Corp.
May 4, 2006
p. 1