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Response Letter

      Reply
      Attention of:

      Stewart
      L. Muglich

      Our
      File No.:

      6369
      035

      Direct
      Line:

      (604)
      692-3023

      Email:

      smuglich@sangramoller.com

September
21, 2005

VIA
EDGAR, FACSIMILE AND COURIER

SECURITIES
AND EXCHANGE COMMISSION

100 F
Street, N.E., Stop 0308

Washington,
D.C. 20549-0308

Attention: Michael
Moran, Branch Chief

Mail
Stop 0308

Dear
Sirs/Mesdames:

Re: Black
Mountain Capital Corporation (the "Company"), Form 20-F for the Fiscal Year
Ended December 31, 2004 (the "Form 20-F"), Form 6-K for the Fiscal Quarter Ended
March 31, 2005 (the "Form 6-K"), File No. 0-13966

We act as
counsel for the Company and write in connection with the comment letter dated
August 23, 2005 (the "Comment Letter") from the Securities and Exchange
Commission (the "Commission") to the Company on the Company's Form 20-F and Form
6-K. On behalf of the Company, we provide the following responses to your
comments. For your ease of reference, we have set out below, in italics, the
comments contained in the Comment Letter, with the Company's responses following
each comment.

Item
4. Information
on the Company, page 8

      1.

      In
      future filings, please provide a breakdown of total revenues by category
      of activity (private equity operations and merchant banking operations)
      and geographic market (U.S. and Canada) for each of the last three
      financial years in accordance with Item 4.B.2 of Form
      20-F.

We note
your comment.

Item
5. Operating
and Financial Review and Prospects, page 11

      2.

      In
      future filings, due to the fact that revenues decreased materially during
      the periods presented (decreased 19% in 2004 versus 2003 and 59% in 2003
      versus 2002), please provide a narrative discussion of the material
      factors contributing to the decline. See Item 5.A.1 of Form 20-F. In
      addition, please disclose if the decrease in revenues represents a trend
      in accordance with Item 5.D of Form
20-F.

We note
your comment.

Item
15. Controls and Procedures, page 25

      3.

      We
      note that your certifying officers disclose their conclusions as to the
      effectiveness of your disclosure controls and procedures "as of the date
      of our evaluation." However, Item 15(a) of Form 20-F requires that your
      certifying officers disclose their conclusions regarding the effectiveness
      of your disclosure controls and procedures as of the end of the period
      covered by the report. Please clarify if the date of your evaluation was
      as of the end of the period covered by the
report.

The
Company advises that the evaluation was as of the end of the period covered by
such report.

Item
18. Financial Statements, page 27

Note
1. Organization and Operations, page 34

      4.

      Please
      further explain the subsequent event leading to a reduction of capital
      stock and deficit by $1,486,119.

As
discussed in Note 1 to the Company's financial statements, the Company only
received shareholder approval to the reduction of the capital stock and deficit
accounts. The board of directors of the Company, as they were authorized to do
by the shareholders, determined not to proceed with any reduction of the capital
stock and deficit accounts.

Note
2. Significant Accounting Policies, page 34

      5.

      Please
      expand on the pro rata interest in oil and gas properties you hold in
      Alberta. Specifically, please tell us the
  following:

• Oil
and gas royalty revenues for the periods presented;

      •

      Results
      of operations for oil and gas producing activities, including and
      excluding the effect of income taxes for the periods
      presented;

      •

      Identifiable
      assets of oil and gas producing
activities;

Tell
us how you considered paragraph 8 of FAS 69 concerning oil and gas producing
activities.

The
Company received approximately $8,600 and $26,600 in royalty revenue during
fiscal 2005 and 2004, respectively. The Company received these royalty revenues
from an oil and gas joint venture with Bonterra Energy Corporation. The
properties held by the joint venture were written-off in 1995 when the Company
disposed of the majority of its oil and gas assets.

In regard
to paragraph 8 of FAS 69, the Company does not consider the revenue it receives
from oil and gas royalties as on-going. The joint venture was written-off and
has not produced any income until fiscal 2004. The royalty payment of $26,600
received during fiscal 2004 was a culmination of past but not paid royalty
payments. Management cannot say with certainty that the income from the joint
venture will continue to produce income in the future. In addition, the royalty
is not carried on the balance sheet because it was written-off. Also, the
ownership of several non-producing oil and gas properties that were written-off
are in legal dispute. Accordingly, the Company decided not to segment oil and
gas royalty revenue from its other revenues.

      6.

      Please
      tell us, and disclose in future filings, the method of accounting for
      costs incurred in oil and gas producing activities and the manner of
      capitalized costs relating to those activities. See paragraph 6 of FAS
      69.

The
Company receives a net royalty. No costs are associated from this source of
revenue and, accordingly, the Company does not capitalize any costs relating to
those activities.

      7.

      Tell
      us how you determined in Note 15 that you only have one operating and
      reporting segment given that you report revenues from oil and gas
      producing activities in addition to financial services. Please refer to
      paragraph 10 of FAS 131.

The
Company does not consider the revenue it receives from oil and gas royalties as
on-going and, accordingly, the Company does not segment oil and gas royalty
revenue from its other revenues. Please also refer to the Company's response to
item 5 above.

Note
4. Loan and Receivables, page 36

      8.

      We
      note that you recovered a loan receivable, previously written down during
      the 2002 fiscal year in the amount of $108,065, in the form of common
      shares of a public U.S. company having a market price of $306,530. Please
      tell us if you recorded a gain on the receipt of the nonmonetary asset
      received in a nonreciprocal transfer for the difference between the fair
      value of the asset received and the fair value of the loan written down.
      See paragraph 18 of APB No. 29 for
reference.

Proceeds
from the sale of long-term investments was $1,125,037 for the year ending
December 31, 2004. As noted in the management's discussion and analysis, the
Company reported a loss from the sale of long-term investments of $195,854
partly related to when the Company disposed of its investment in North Group
Limited in the form of a dividend-in-kind to the Company’s shareholders. The
Company did not write-down any long-term investments during the
year.

Note
5. Long -term Investments, page 37

      9.

      We
      note that you disposed of certain long-term investments during 2004
      Cybersurf and North Group Limited. For the disposal of each long-term
      investment, please tell us, and disclose in future filings, the
      following:

• Proceeds
on the sale of the long-term investment;

• Gain/loss
on the sale of the long-term investment;

• Write-down
on long-term investment;

      See
      paragraph 21 of FAS 115.

As noted
in the Company’s consolidated statements of cash flows, proceeds from the sale
of long-term investments was $1,125,037 for the year ending December 31, 2004.
As noted in the Company’s management's discussion and analysis, the Company
reported a loss from the sale of long-term investments of $195,854 partly
related to when the Company disposed of its investment in the form of a
dividend-in-kind to the Company’s shareholders. The Company did not write-down
long-term investments during the year.

Note
12. Commitment, page 39

      10.

      In
      future filings, for all operating leases, please disclose rental expense
      for each period in which an income statement is presented. See paragraph
      16.c of FAS 13.

We note
your comment.

Note
16. Differences Between Canadian and United States Generally Accepted Accounting
Principles, page 40

      11.

      Tell
      us why the cumulative translation adjustment was so large in 2003. The
      cumulative translation adjustment was $8,817 in 2004, $437,425 in 2003,
      and $8,904 in 2002.

As noted
in the Company's operating and financial review and Note 3 of the financial
statements of the Company for the year ending December 31, 2003 the Company
changed from the temporal method of accounting for foreign exchange translation
to the current rate method in accordance with changes in the Canadian Institute
of Chartered Accountants Handbook. Accordingly, the Company re-stated its
financial results for the year ending December 31. 2002 and 2001 and recorded
cumulative adjustment for the year ending December 31, 2003, the year the
changes to the Canadian Institute of Chartered Accountants Handbook were
implemented.

We trust
the foregoing to be in order but should you have any questions or concerns,
please do not hesitate to contact the undersigned.

Yours
truly,

SANGRA
MOLLER LLP

Per:
/s/ Stewart L. Muglich

Stewart
L. Muglich

(New York
State Bar No. 098563)

SLM/tp

cc.    Black
Mountain Capital Corporation

         Attention:
Tom S. Kusumoto

         Securities and
Exchange Commission, Stop 0308

         Attention:
Dave Irving

         Davidson and
Company

         Attention:
Guy Thomas