SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
      May 26, 2005

via U.S. Mail

Daniel T. Farrell
President, Secretary and Director
Quincy Gold Corporation
309 Center Street
Hancock, MI 49930

Re:	Quincy Gold Corporation
		Amendment No. 1 to Registration Statement on Form SB-2
      Filed April 28, 2005
	File No. 333-122301

Dear Mr. Farrell:

      We have limited our review of the above filing and your
response
letter dated May 2, 2005 to only the areas upon which we have
issued
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.

Form SB-2

Selling Shareholders, page 9

1. We note your response to our prior comment 3 in our letter
dated
February 28, 2005.  Revise your filing to indicate that Kingsdale
Capital Markets Inc. "is," not "may be deemed to be," an
underwriter.

Closing Comments

	Please amend the above filing in response to our comments.
You
may wish to provide us with marked copies of the amendments to
expedite our review.  Please furnish a cover letter with your
amendments that keys your response to our comments and provides
any
requested supplemental information.  Detailed cover letters
greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing
your amendments and response 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 a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.  We direct your attention to
Rules
460 and 461 regarding requesting acceleration of a registration
statement.  Please allow adequate time after the filing of any
amendment for further review before submitting a request for
acceleration.  Please provide this request at least two business
days
in advance of the requested effective date.

      Please direct all questions relating to the above comments
to
Jason Wynn, at (202) 551-3756, or in his absence, to the
undersigned
at (202) 551-3740.  Direct all correspondence to the following ZIP
code:  20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

cc:  J. Wynn

      via facsimile

      Charles A. Cleveland
      Charles A. Cleveland, P.S.
      (509) 326-1872
??

??

??

??

Daniel T. Farrell
Quincy Gold Corporation
May 26, 2005
page 1

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>