INTERCONTINENTAL RESOURCES, INC.
                          15760 Ventura Blvd, Suite 700
                                Encino, CA 91436
                      Tel: 818-325-3848   Fax: 818-325-3849





October 13, 2006


United States
Securities and Exchange Commission
CF/AD2
100 F Street, NE
Washington, D.C. 20549-3561


In connection with responding to your comments, we are providing, a statement
acknowledging that:


     o   we are responsible for the adequacy and accuracy of the disclosure in
         the filings;

     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   we may not assert staff comments as a defense in any proceedings
         initiated by the Commission or any person under the federal securities
         laws of the United States.




 Very truly yours,


/s/ Matthew Markin
- -----------------------
President