AZZORO, INC.
1802 N. Carson Street, Suite 212
Carson City, Nevada
United States, 89701
November 7, 2005
U.S. Securities & Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Mail Stop 0305
Attention: Kurt K. Murao
Dear Sirs:
Re: Azzoro, Inc. - Registration Statement on Form SB-2
Amendment No. 3 - File No. 333-118262
Further to your letter dated August 29, 2005 concerning the deficiencies in our
registration statement on Form SB-2, we provide the following responses:
Table of Contents, page 4
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1. We note your response to our prior comment 1. It appears,
however, that the page numbers listed still do not correspond to the
actual page numbers in the prospectus. For example, you list section
"Determination of Offering Price" as beginning on page 10; however,
this section begins on page 9. Please reconcile accordingly.
We have reconciled our table of contents so that it corresponds with
the actual page numbers in the prospectus.
Description of Business, page 18
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Geological Assessment Report: Surprise Lake Property, page 19
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2. We note that in response to our prior comment 7, you stated in
the response letter that you have enclosed a copy of the Mr. Ostensoe's
geological report. It appears, however, that we are not able to locate
the geological report. Please direct us to its location or provide us
with a copy of the geological assessment report.
We enclose another copy of Mr. Ostensoe's geological report.
<page>
Reports to Security Holders, page 21
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3. Please revise to use our current address at 100 F Street, NW,
Washington, DC 20549.
We have included your current address in the "Reports to Security
Holders" section.
Plan of Operations, page 22
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4. We note your response to our prior comment 11. It appears that
over the next twelve months, you will engage in the recommended
exploration program "[c]onsisting of panning techniques, a seismic
refraction survey, excavation, and one or more of an electromagnetic,
magnetic, resistivity and induced polarization survey." Your disclosure
should fully describe each of these steps, discuss how you will perform
or achieve each step and delineate the timeframe for achieving each
step. For example, although you have defined the various surveys, you
have not discussed your panning techniques and excavation.
We have expanded our disclosure to explain our proposed exploration in
more detail, including a discussion of panning techniques and
excavation.
5. You disclosed that total expenditures over the next twelve
months are expected to be $30,000, consisting of $15,000 for the
recommended exploration program and $15,000 for professional fees and
administrative expenses. Accordingly, it appears that the other
expenses that you have disclosed will be incurred at a later date. For
clarity, please expand your disclosure to state the approximate
timeframes for the expected $2,000,000 expense for determining whether
the property contains economic mineralization and the $250,000 expense
for the feasibility study. Further, please expand your disclosure to
explain what is involved in the economic mineralization determination.
We have disclosed that the additional $2,000,000 in exploration would
be conducted in the five years following the completion of the
currently proposed exploration. The $250,000 feasibility study expense
would be incurred following this additional exploration.
Financial Statements
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General
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6. Please revise the document to include updated interim financial
statements as of June 30, 2005 in accordance with Rule 310(g) of
Regulation S-B.
We have included updated financial statements for the June 30, 2005
period with our amended registration statement.
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Accountant's Consent
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7. In the list of exhibits on page 50, you indicate that Exhibit
23.1 is a consent from the independent accountants; however, it does
not appear that the exhibit was filed with the document. Please revise
the next amendment to include a manually signed and currently dated
consent of the independent accountants.
We have filed an updated consent from the independent accountants with
our filing.
Yours truly,
/s/ Ted Burylo
Azzoro, Inc.
Ted Burylo, President