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Crawford Lake Mining Inc.
4372 Greta Street
Burnaby, BC
Canada
V5J 1N8
Via Edgar and Facsimile
Securities and Exchange Commission
Division of Corporation Finance
Attention: Carlton Tartar, Assistant Chief Accountant
RE: Crawford Lake Mining Inc.
Form-8K Filed August 14, 2006
File No.333-131017
Ladies and Gentlemen:
Crawford Lake Mining Inc. (the "Company") herewith files with the Securities and
Exchange Commission (the "Commission) an amended Form 8-K/A in response to the
Commission's comments dated August 15, 2006 (the "Comment Letter"), with
reference to the Company's Form 8K filed with the Commission on August 14, 2006,
file number 333-131017.
As indicated in the Form 8K/A filed on September 29, 2006, the Company responds
to all of the Commission's comments as follows:
1-Comment: We note the last sentence of the first paragraph of your
disclosure. Please clarify the periods that were audited by your former
accountant. Note that if the former accountant audited the fiscal year
ended April 30, 2006, disclosures regarding the audit report for that
period are also required under Item 304 (a)(1)(ii) of Regulation S-B.
Please advise or revise your disclosure accordingly.
Response: On June 23, 2006, HLB Cinnamon Jang Willoughby & Company
("HLB"), Chartered Accountants, resigned as our independent accountant.
HLB's audit report on our financial statements for the period from our
incorporation on October 18, 2004 to April 30, 2005, did not contain
an adverse opinion or disclaimer of opinion, nor was it modified as to
uncertainty, audit scope, or accounting principles. None of the
reportable events set forth in Item 304(a)(1)(iv)(B) of Regulation S-B
occurred within the Registrant's fiscal year ended April 30, 2005 nor
through June 23, 2006.
2-Comment: We note the fourth paragraph of your disclosure. Please
revise to state whether the board of directors (or an audit or similar
committee of the board of directors) recommended or approved the
decision to engage Davis Accounting Group as your new independent
accountant. Refer to item 304 (a) (1) (iii) of Regulation S-B and
revise your disclosure accordingly.
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Response: We engaged Davis Accounting Group P.C. ("Davis"), as our new
independent accountant on July 17, 2006. We did not consult with Davis
prior to the date of engagement regarding the application of accounting
principles, the type of audit opinion that might be rendered by it any
other similar matter. The decision to retain Davis Accounting Group was
recommended and approved by the Registrant's Board of Directors.
3-Comment: We note that the required letter from the former accountant
was not attached as an exhibit to the filing as required by item 304
(a)(3) of Regulation S-B. Please obtain and file an Exhibit 16 letter
from the former accountants stating whether the former accountant
agrees with your revised Item 304 disclosures, or the extent to which
the accountant does not agree.
Response: The required letter from the former accountant as required by
item 304 (a)(3) of Regulation S-B. was attached as Exhibit 16.1 as part
of the 8K/A filed with the Commission on September 28, 2006.
The Company respectfully submits via EDGAR the foregoing responses to
the Commission.
The Company acknowledges that:
o The Company is responsible for the adequacy and accuracy of the
disclosure in the filling;
o 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
o 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.
We understand that the Division of Enforcement has access to all information we
provide to the staff of the Division of Corporation Finance in connection with
your review of our filling or in response to your comments on our filing.
Very truly yours,
/s/Denis Gallant
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Denis Gallant, President and CEO