SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

							March 23, 2005

via facsimile and U.S. mail

Mr. W. Pierce Carson
President and Chief Executive Officer
Azco Mining Inc.
7239 N. El Mirage Road
Glendale, AZ 85307

	Re:	Azco Mining Inc.
		10-K for the fiscal year ended June 30, 2003
		File No. 001-12974

Dear Mr. Carson:

      We have reviewed the above filing and have the following
accounting and engineering comments.  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 supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

10-K for the fiscal year ended June 30, 2003

General

1. Please be advised that you remain subject to the reporting
requirements of Section 13(a) of the Securities & Exchange Act of
1934.  In this regard we note that you have not yet filed your
reports on Forms 10-Q for the periods ended September 30, 2003 and
2004, December 31, 2003 and 2004, and March 31, 2004, and your
Form
10-K for the period ended June 30, 2004.  Please prepare and file
these reports accordingly or explain to us when you plan to do so.

2. Please include page numbers in all filings to facilitate
communications.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

		Results of Operations

3. We note your discussion provides limited insight into the
underlying reasons for variances and guidance on whether or not
the
results of operations are indicative of expected results.  The
objective should be to provide information about the quality and
potential variability of earnings and cash flow, so readers can
ascertain the likelihood that past performance is indicative of
future performance.  Revise your consolidated results of
operations
discussion where appropriate.  Please refer to FRC Section 501.12
for
further guidance.

Additionally, when you attribute changes in significant items to
more
than one factor or element, breakdown and quantify the impact of
each
factor or element. Please refer to FRC Section 501.04 for further
guidance.

	Liquidity and Capital Resources

4. We note your disclosures indicating uncertainty regarding the
ability to continue as a going concern.  We are unable to locate
any
disclosure in your filing describing a viable plan to overcome
your
financial difficulties, as required under FRC Section 607.02.  As
such, please revise your filing to include such disclosure,
provided
you have such a plan.  Otherwise, please tell us how you believe
your
presentation would need to change to report on a liquidation
basis.

Application of Critical Accounting Policies

5. We note you have identified a number of areas of accounting you
regard as critical due to the estimates and assumptions involved
in
the application of these accounting policies. Your current
disclosures appear to be more descriptive of general accounting
policies utilized, rather than any specific uncertainties
underlying
your estimates and assumptions.

Please revise your disclosures to address the material
implications
of the uncertainties that are associated with the methods,
assumptions and estimates underlying your critical accounting
estimates.  Specifically, you should provide the following:

(i) An analysis of the uncertainties involved in applying the
principle and the variability that is reasonably likely to result
from its application.

(ii) An analysis of how you arrived at the measure and how
accurate
the estimate or underlying assumptions have been in the past.

(iii) An analysis of your specific sensitivity to change based on
outcomes that are reasonably likely to occur and have a material
effect.

You should provide quantitative as well as qualitative disclosure
when quantitative information is reasonably available and will
provide material information for investors. In addition, identify
instances where you have changed assumptions and estimates in the
past and indicate how these changes impacted your financial
statements. Please refer to FRC Section 501.14 for further
guidance.

Item 15. Exhibits, Financial Statement Schedules and Reports on
Form
8-K

6. We note the officer certifications required by Section 302 and
906
of the Sarbanes-Oxley Act of 2002 are not listed as exhibits 31
and
32, respectively.  Please be sure all appropriate exhibits are
listed
in future filings.  Refer to Item 601 of Regulation S-K for
further
guidance.

Notes to the Consolidated Financial Statements, page F-8

	Note C - Inventory, page F-12

7. We note the inclusion of inventory on the balance sheet of
$1,077,547 at June 30, 2003.  Given your limited production,
marketing and sales during the last three years, and the other
asset
impairments during 2003, please explain to us what factors you
have
considered and assumptions you have made in determining that your
inventory is not impaired at June 30, 2003.

Exhibit 31 - Certification Pursuant to Section 906 of the
Sarbanes-
Oxley Act of 2002

8. Rule 13a-14 or 15d-14 of the Exchange Act requires each
principal
executive officer and principal financial officer to sign the
certification required by Section 906 of the Sarbanes-Oxley Act of
2002.  Final Release No. 33-8238, which amends Rule 13a-14 or 15d-
14
of the Exchange Act, allows a single Section 906 certification to
be
signed by each officer.  Please revise your certification to
include
both officers` signatures included currently in the Section 302
certifications.

9. Additionally, please note pursuant to Item 601 of Regulation S-
K,
this certification should be identified and disclosed as Exhibit
32.

Exhibit 32 - Officers Certificate Pursuant to Section 302

10. Please revise your certification to include the language in
paragraphs four through six of Rule 13a-14(b) or 15d-14(b) of the
Exchange Act, or explain to us why such language was omitted from
the
certification.   Additionally, please note pursuant to Item 601 of
Regulation S-K, this certification should be identified and
disclosed
as Exhibit 31.

11. Please also note that pursuant to Final Release No. 33-8238,
which amends Rule 13a-14 or 15d-14 of the Exchange Act, each
principal executive officer and principal financial officer must
separately sign a Section 302 certification.  Please revise your
certifications appropriately.

Engineering Comments

Properties

      Black Canyon Mica Project

12. Disclose:
* The nature of your ownership or interest in the property.
* Any other underlying agreements or interests in the property.
* Indicate whether the mining claims are State or Federal claims.
* Are these claims patented or unpatented.
* Provide names, claim, or grant number, date of recording and
expiration date, so your claims can be distinguished from other
claims in the area.
* Disclose the conditions you must meet to keep these claims.
* Disclose the area of your claims, either in hectares or acres.

Revise to fully discuss the material terms of your land or mineral
right securing agreements.  Refer to paragraph (b) (2) of Industry
Guide 7.

13. Supplementally provide the project feasibility study, the
project
reserve estimate report and mine plan developed by the geologic
engineering firm for the Black Canyon Mica Project.  In addition,
provide any marketing studies/reports for the mica (cosmetic &
industrial) and feldspathic sand.  Include production statistics
for
material mined & processed over the last three years, salable
product
produced and the material in inventory.

14. Supplementally provide the criteria used to distinguish
between
proven and probable reserves.  In addition, provide the average
drill
hole spacing for the proven and probable ore.

15. The cutoff grade concept is important to understanding the
economics of the Black Canyon Mica Project.  Supplementally
provide
the "cutoff" grade and the associated calculation parameters used
to
define the proven and probable reserves.

      Black Canyon Mica Project

      Mineral Reserves

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

* The location and means of access to the properties.
* Any conditions that you must meet in order to obtain or retain
title to the property.
* A brief description of the rock formation and mineralization of
existing or potential economic significance on the properties.
* A description of the present condition of the properties.
* A description of any work completed on the properties.
* A description of equipment and other infrastructure facilities.
* The current state of exploration of the property.
* The total cost of your property incurred to date and planned
future
costs.
* The source of power that can be utilized at the property.
* If applicable, provide a clear statement that the property is
without known reserves and the proposed program is exploratory in
nature.

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.

17. Insert a small-scale map showing the location and access to
your
properties.  Note that SEC`s EDGAR program now accepts digital
maps,
so please include these in any future amendments that are uploaded
to
EDGAR.  It is relatively easy to include automatic links at the
appropriate locations within the document to GIF or JPEG files,
which
will allow the figures and/or diagrams to appear in the right
location when the document is viewed on the Internet.  For more
information, please consult the EDGAR manual, and if you need
addition assistance, please call Filer Support at 202-942-8900.
Otherwise, provide the map to the staff for our review.

18. The AZCO website discloses reserves and the potential
production
for the Carache Canyon and Lucas Canyon Properties based on a 1990
pre-feasibility study utilizing a gold price of $385 per ounce.
Only
those measures of reserves set forth in Industry Guide 7 and
Section
4-10(a) of Regulations S-X are permitted in filings with the SEC
or
public disclosure.  The staff`s position is that reserves are
demonstrated by a feasibility study utilizing the current historic
three-year average for the commodity price.  If you continue to
make
references on your web site to reserve measures other than those
recognized by or allowed in your instance by the SEC, accompany
such
disclosure with the following cautionary language:

Cautionary Note to U.S. Investors -- The United States Securities
and
Exchange Commission permits mining companies, in their filings
with
the SEC, to disclose only those mineral deposits that a company
can
economically and legally extract or produce.  We use certain terms
on
this web site, such as "reserves," "resources," "geologic
resources,"
"proven," "probable," "measured," "indicated," and "inferred,"
that
the SEC guidelines strictly prohibit us from including in our
filing
with the SEC.  U.S. investors are urged to consider closely the
disclosure in our Form      , File No.     .  You can review and
obtain copies of these filings from the SEC`s website at
http://www.sec.gov/edgar.shtml.

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
amendments to expedite our review.  Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to the 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 filings;

* 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 filings or
in
response to our comments on your filings.

      Direct questions regarding accounting issues and related
disclosures to Mark A. Wojciechowski, at (202) 942-1928 or, in his
absence, to William Choi, at (202) 942-2978.  Direct questions
relating to all other disclosure issues to the undersigned at
(202)
942-1870.  Direct all correspondence to the following ZIP code:
20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director
??

??

??

??

Mr. W. Pierce Carson
Azco Mining Inc
March 23, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>