CHILCO RIVER HOLDINGS INC.
355 Lemon Avenue, Suite C
Walnut, CA 91789
May 18, 2006
H. Christopher Owings
Division of Corporate Finance
Securities and Exchange Commission
Mail Stop 7010
100 F Street, N.E.
Washington, D.C. 20549-0405
Re: Chilco River Holdings Inc. - SEC File No. 333-131946
Responses to the Securities and Exchange Commission
Staff Comments dated May 16, 2006 Regarding
Amendment No. 2 to the Registration Statement on Form SB-2
Filed on May 8, 2006
Dear Mr. Owings:
This letter responds to the staff's comments set forth in the May 16, 2006
letter regarding the above-referenced Amendment No. 2 to Form SB-2 registration
statement. For your convenience, the staff's comments are included below and we
have numbered our responses accordingly.
In connection with our response to the staff's comments, we hereby
acknowledge that:
o the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
o staff comments or changes to disclosure in response to staff comments
do not foreclose the SEC from taking any action with respect to the
filing; and
o the Company may not assert staff comments as a defense in any
proceeding initiated by the SEC or any person under the federal
securities laws of the United States.
Our responses are as follows:
Consolidated Statement of Operations and Comprehensive Income, page F-5
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Staff Comment No. 1:
We note your response to our prior comment 9; however, based on our review
of your detailed breakout of other income/expenses, it appears that you
have improperly classified impairment losses on assets as well as the loss
on the disposal of your assets as other expenses/losses instead of within
operating expenses. Given the relative significance of these charges to
operating income, please revise your financial statements to reclass these
costs from other expenses/losses to operating expenses. Additionally,
disclosure regarding the impairment of these assets should be made in the
notes to the financial statements. For further guidance refer to paragraphs
25 through 26 as well as paragraph 45 of SFAS 144.
Securities and Exchange Commission
File No. 333-131946
May 18, 2006
Page 2
The Company's Response:
The Company has determined that the impairment loss of $134,630 should be
reclassified as a loss on disposal of assets, as the assets were taken out
of service as of December 31, 2005. Considering this reclassification and
the original loss on disposal of assets of $93,384, the financial
statements have been revised to comply with SFAS 144.
Staff Comment No. 2:
The financial statements should be updated, as necessary, to comply with
Item 310(g) of Regulation S-B.
The Company's Response:
The company has revised its registration statement to include the interim
financial statements for the period ended March 31, 2006, to comply with
Item 310(g) of Regulation S-B. The Company has also made appropriate
revisions to the disclosure to accommodate the inclusion of such financial
statements.
Staff Comment No. 3:
Please provide a currently dated signed consent from the independent public
accountant in the amendment.
The Company's Response:
The company has included a currently dated signed consent from the
independent public accountant as requested.
Thank you for your review of the filing. If you should have any questions
regarding the amended SB-2 or our response letter, please do not hesitate to
contact me at (909) 869-7933 or Kenneth Sam at Dorsey & Whitney LLP at (303)
629-3445.
Respectfully submitted,
CHILCO RIVER HOLDINGS INC.
/s/ Tom Liu
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Tom Liu
Chief Executive Officer