INTERCONTINENTAL RESOURCES, INC.
9454 Wilshire Blvd., Suite 301, Beverly Hills, CA 90212
Telephone: (310) 887-4416 Fax: (310) 887-4417
January 18, 2007
Via EDGAR
Regina Balderas
Division of Corporation Finance
U.S. Securities and Exchange Commission
Washington, DC 20549
Re: Form 10-KSB for December 31, 2005, Form 10-QSB for March 31,
2006 Form 10-QSB for June 30, 2006 File No. 000-28481
Dear Ms. Balderas:
We are in receipt of the Staff's letter dated December 20, 2006, and have
addressed those comments in amended filings.
Today, we filed on EDGAR our Amendment No. 2 to our Annual Report on Form 10-KSB
for the year ended December 31, 2005;
This letter explains the revisions we made in response to your comments. Our
responses are numbered to correspond to the paragraph numbers in your comment
letter.
For your convenience during your further review, we enclose three redlined
copies of each of the amended filings, and three copies of this cover letter.
The filings on EDGAR use revision tags to mark revised text. In this cover
letter we have referenced Item numbers and captions to assist you in identifying
the revised text within our amended filings.
You will note that we have corrected errors in the item numbering on the
original filing, so that organization of the document corresponds to the current
version of Form 10-KSB.
COMMENT No. 1:
We have included in the MDA in Item 6 a reference to the executive compensation
disclosures under Item 10 (page 9).
COMMENT No. 2:
We have made the revisions to the cash flow statement (page 20).
COMMENT No. 3:
The amount has been corrected in Note 4 (page 25).
COMMENT No. 4:
We have made each of the requested changes in the form of the Certification.
(Exhibit 31)
Please feel free to call on me at (310) 887-4416 for any further information or
clarification.
Kindest regards,
/s/ Matthew Markin
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President, Chief Executive Officer,
Acting Chief Financial Officer