SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
								September 21, 2005

Mr. David H. Brett
President and Chief Executive Officer
Cusac Gold Mines Ltd.
911-470 Granville Street
Vancouver, B.C. V6C 1V5

	Re:	Cusac Gold Mines Ltd.
		Form 20-F for the Fiscal Year Ended December 31, 2004
Filed July 14, 2005
		File No. 000-13548

Dear Mr. Brett:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 20-F for the Fiscal Year Ended December 31, 2004

General

1. Please include page numbers throughout all filings to expedite
communications.

Cover

2. The cover of your 20-F indicates you have enclosed the annual
report for the fiscal year ended December 31, 2002.  Please amend
the
document to include the appropriate date of the financial
statements
included in the filing.

Consolidated Statements of Cash Flows, page 6

3. You present amounts labeled "Resource property exploration
qualified as flow-through expenditure" as reconciling items in
calculating cash used in operating activities.  Please expand your
disclosure on page 10 to explain the reasons these amounts are
added
back to net loss.  Identify the corresponding characterization on
your Statements of Operations, and the non-cash transactions to
which
these relate.  It should be clear how you have met your
obligations
under flow-through share arrangements without expending cash.

4. The amounts identified as "Share capital and subscriptions
received, net" as part of Financing Activities, does not agree
with
the amounts identified as cash received from shares issued in Note
7,
page 15.  Please reconcile these amounts and include appropriate
disclosure in the filing as to why the amounts differ.

Note 2 - Long-term Investments and Advances, page 12

5. It appears that you wrote down the value of your investment in
ClearFrame Solutions Inc. by $135,310.  Please expand your
disclosure
to include the reasons for the write-down so that it is clear why
you
believe the decline in value was permanent.  Also disclose the
number
of shares underlying your investments at each balance sheet date
and
the method of estimating the value of those shares.

6. Since you disclose that you received 1,500,000 shares of
ClearFrame as collateral for your $75,000 loan in 2004, and
because
you then sold those shares to management and directors of
ClearFrame,
it would be appropriate for you to also disclose whether you
accepted
the shares as payment for the loan, or if you are obligated to
return
the shares if ClearFrame is able to deliver $75,000 in cash at
some
future date.  Tell us the reasons management and directors of
ClearFrame arranged to purchase the shares from you rather than
directly from the company they oversee.  Explain your role in
negotiating the arrangement, describe any relationships between
your
management and directors and those of ClearFrame, and any benefit
imparting to the individuals involved.

7. We note your disclosure stating that subsequent to December 31,
2004 you were loaned 750,000 shares of ClearFrame Solutions Inc.
from
two directors.  Revise your disclosure to (i) clarify whether
these
are your directors or those of ClearFrame;  (ii) explain the
business
purpose of accepting a loan in the form of shares, (iii) describe
the
underlying economics of the loan arrangement, and (iv) set forth
your
intentions for holding the loaned shares (e.g. describe the
conditions under which you will return the shares).

Note 4 - Resource Properties, page 14

8. We note the amount capitalized for the Table Mountain Mine of
$2,211,569 has not changed since prior to 2001, which appears to
correspond with your policy discussion on page 8, stating that
abandoned claims and inactive properties are carried at costs.
You
appear to also report the full balance of this item for U.S. GAAP
purposes.  Please send us the impairment analyses that you
conducted
in determining that no adjustment was necessary to comply with
SFAS
144, for each period presented.

Note 13 - Differences Between Canadian and United Stated Generally
Accepted Accounting Principles, page 23

9. Under Item 17 (c)(2)(iii) of Form 20-F, you are required to
provide either a statement of cash flows prepared in accordance
with
US GAAP, or furnish a quantified description of the material
differences between Canadian and US GAAP.  Please revise your
document to comply with the Item 17 instructions.

Certifications

10. Under Item 19 of Form 20-F you are required to provide the
certifications specified in Rule 13a-14(a) and (b) or Rule 15d-
14(a)
and (b) of the Exchange Act as exhibits to the Form 20-F.  Please
comply with your reporting obligations.

Engineering Comments

General

11. You utilize a significant amount of technical terminology that
the average investor probably is not familiar with.  Revise your
filing to define technical words through the context of your
discussion as much as possible.  Provide definitions in a glossary
for technical terms that cannot be adequately defined in the text.

12. For the property, provide the disclosures required by Industry
Guide 7 (b).  In particular, provide:

* A description of any work completed on the property and its`
present condition.
* The details as to modernization and physical condition of the
plant
and equipment, including subsurface improvements and equipment.
* Provide a description of equipment and other infrastructure
facilities.
* The current state of exploration of the property.
* The total cost of the property has incurred to date and planned
future costs.
* The source of power and water that can be utilized at the
property.

Refer to Industry Guide 7 (b) (1)-(5) for specific guidance.
Industry Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms
/industry.htm#secguide7.

13. The filing refers to mines and other mineral properties that
exist in the area of the company`s property.  This may allow
investors to infer that the property may have commercial
mineralization, because of its proximity to these mines and
properties.  Remove information about mines, prospects, or
companies
operating in or near to the property.  Focus the disclosure on the
company`s property.

Currency and Exchange Rates

14. The average Canadian to US dollar exchange rate for the year
2001
appears to be in error as it is outside the range of the high and
low
presented.  Please review your information and correct if
necessary.

Regional Geology

15. This section beginning with the regional geology appears to be
a
technical report that contains far more detail than is necessary
and
utilizes a great deal of technical language, to which the average
investor is not familiar.  A totally rewritten and non-technical
summary written at the level of the average investor would be
appreciated.  Summarize this information and otherwise revise it
to
provide information that has a direct bearing on your properties,
and
make it understandable to the average shareholder as follows:

* Present information in clear, concise sections, paragraphs, and
sentences easily understandable to the average reader.
* Whenever possible, use short explanatory sentences and bullet
lists.
* Avoid highly technical terminology.
* Use descriptive headings and subheadings.
* Minimize repetitive disclosure that increases the size of the
document but does not enhance the quality of the information.

Table 2 - Historical Mineral Reserve Estimates

16. The table of historical reserve estimates includes mineralized
material that does not appear to be economic due to the "Main"
mine
closure and the East Bain vein has been re-estimated elsewhere in
the
filing.  Remove the Main and Bain historical estimates from the
filing.

Historical Background

17. The filing refers to drill indicated reserves for the Bain
veins
that were estimated in 1993 and reported by Westeervelt.  If these
reserve/resource estimates are also reported elsewhere in the
filing,
remove the duplicated estimates.  Restate these reserve estimates
as
required by Industry Guide 7.  Resource/reserve estimates that do
not
conform to CIM standards and guidelines do not meet the
requirements
of Industry Guide 7.

Table 3 - East Bain Vein Resource Calculation

18. It is very important to clearly distinguish between
"Reserves,"
which have a clearly defined technical, legal, and economic
meaning
and "Non-reserve" mineralization that may or may never be mined at
a
profit for various reasons.  In addition, within a "Non-Reserve"
section, disclose the measured and indicated resources separately
from the inferred resources, using separate tables and narratives.
Resources should only be reported as "in place" tonnage and grade,
and should not be disclosed as units of product, such as ounces of
gold or pounds of copper.  The relative quality, reliability, and
risk associated with each group of estimates must be clearly
distinguished and conveyed to the average non-technical reader.

Before the Measured and Indicated Resource table, insert the
following including the indenting and bolding:

Cautionary Note to U.S. Investors concerning estimates of Measured
and Indicated Resources.
This section uses the terms "measured" and "indicated resources."
We
advise U.S. investors that while those terms are recognized and
required by Canadian regulations, the U.S. Securities and Exchange
Commission does not recognize them.
U.S. investors are cautioned not to assume that any part or all of
mineral deposits in these categories will ever be converted into
reserves.

Before the Inferred Resource table, insert the following including
the indenting and bolding:

Cautionary Note to U.S. Investors concerning estimates of Inferred
Resources.
This section uses the term "inferred resources."  We advise U.S.
investors that while this term is recognized and required by
Canadian
regulations, the U.S. Securities and Exchange Commission does not
recognize it.  "Inferred resources" have a great amount of
uncertainty as to their existence, and great uncertainty as to
their
economic and legal feasibility.  It cannot be assumed that all or
any
part of an Inferred Mineral Resource will ever be upgraded to a
higher category.  Under Canadian rules, estimates of Inferred
Mineral
Resources may not form the basis of feasibility or pre-feasibility
studies, except in rare cases.
U.S. investors are cautioned not to assume that part or all of an
inferred resource exists, or is economically or legally minable.

19. Mineral resources must have "reasonable prospects for economic
extraction."  This means that any reportable "resource" estimates
must have been delimited using an economically based cutoff grade
to
segregate resources from just mineralization. Disclose the cutoff
grade used to delimit the tonnage estimates.  Also, disclose the
analysis and relevant factors that substantiate the cutoff grades
used were based on reasonable economic assumptions. The relevant
factors must realistically reflect the location, deposit scale,
continuity, assumed mining method, metallurgical processes,
operational and capital costs, and reasonable metal prices based
on
the recent historic three-year average.  Or if the resource
estimates
are not based on economic cutoffs, remove the estimates.

Director and Officers

20. Disclose:
* The person`s technical qualifications and business experience
during the past five years.
* The approximate percent of their time that the officers worked
on
affairs of your company this last year.
* Other significant responsibilities that they currently have with
other companies.

Technical Report

21. Remove the technical report attached as an exhibit.  Industry
Guide 7 specifically prohibits technical studies being attached to
SEC filings.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* 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

* 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Mark A. Wojciechowski at (202) 551-3759 or,
in
his absence, Karl Hiller at (202) 551-3686 if you have questions
regarding comments on the financial statements and related
matters.
You may contact George K. Schuler, Mining Engineer, at (202) 551-
3718
if you have questions related to engineering issues and related
disclosures.  Please contact me at (202) 551-3740 with any other
questions.

								Sincerely,

								H. Roger Schwall
								Assistant Director

??

??

??

??

Mr. David H. Brett
Cusac Gold Mines Ltd.
September 21, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

</TEXT>
</DOCUMENT>