SecProbe.io

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March 10, 2005

MAIL STOP 0511

via U.S. mail and facsimile

Andrei Krioukov, President
Boss Minerals, Inc.
318 Homer Street, Suite 400
Vancouver, British Columbia
Canada V6B 2V2

Re:      Boss Minerals, Inc.
Form SB-2, Amendment 2, filed February 2, 2005
      File No.:  333-120682

Dear Mr. Krioukov:

	We have the following comments on your amended filing. 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.

General

1. We repeat our prior comment 1 regarding our belief that the
registrant is a "blank check" company.  We believe that your
minimal
activities do not support your argument that you have a specific
business plan.  In this regard, please describe your additional
expenditures of $3,005  "on the property" during the three months
ended December 31, 2004.  In addition, with a view towards
disclosure, supplementally provide us with a listing of the
following
information: (i) every public entity with which any principal, or
any
affiliate of either a principal or the company has been or is
associated with, including but limited to such principal`s or
affiliate`s involvement as a principal, accountant, consultant,
shareholder (if the company was a development stage company when
it
went public), or promoter; (ii) specify for each such entity the
nature and extent of the principal`s or affiliate`s involvement;
(iii) indicate for each such entity whether or not a principal or
an
affiliate of either a principal or the company was in any way
involved in an offering of securities by such entity and if so
describe in reasonable detail the extent and nature of such
involvement; (iv) for each such entity whether or not such entity
is
or was subject to Rule 419  or otherwise qualifies or qualified as
a
"blank check" company; (v) for each such entity whether or not
such
entity was involved in any merger transaction, including but not
limited to a "reverse merger" transaction, and if so, provide
reasonable detail concerning each such transaction as well as any
principal`s or affiliate`s role in such transaction(s); and (vi)
whether any principal or any affiliate of either a principal or
the
company has ever acted as a broker or dealer in any transaction,
and
if so describe such activities.  We may have further comment.
2. We note your disclosure on page 19 that the company has no
"intention of entering into a merger or acquisition within the
next
twelve months."  Clarify the disclosure to indicate whether the
company intended to limit such statement merely to its current
intent
for a twelve month period, or whether the company is actually
willing
to affirmatively state that it will not enter into a merger or
acquisition agreement going forward and will concentrate its
efforts
on the development of its existing mining claims.  We may have
further comment.
3. We repeat our prior comment 2 that you include the Commission`s
file number on the cover page of the registration statement.

Summary Financial Information, page 5

4. Please label the Balance Sheet Data and Statement of Loss and
Deficit as of December 31, 2004, and for the period from February
17,
2004 (Inception) to December 31, 2004, respectively, as unaudited.

Description of Business, page 18

5. We note the following statement in the first paragraph of this
section.  "We have an option to acquire a 100% interest in 20
mineral
claims, collectively known as the Mosquito King property.  It is
confusing to the reader for you to use the word "property" in
describing claims.  In order to understand the disclosure in this
registration statement the reader must learn that "Mosquito King
property" actually means "Mosquito King claims."  Please revise
the
disclosure to avoid this potential for confusion. It is necessary
to
disclose material information in a clear, concise, and
understandable
manner. See Rule 421(b) of Regulation C.
6. We have reviewed your response to our prior comment 8.  In the
disclosure, please clarify further the first paragraph of this
section, including, but not necessarily limited to, a discussion
of
the phrase "to determine the legal feasibility of the property"
and a
discussion of whether there is an aspect to these claims, for
example, size, which make them unusually likely to have a problem
in
connection with boundaries.  In view of your statement on page 18
that you must complete a survey of the mineral claims comprising
the
Mosquito King property in order to ensure that the mineralization
that you intend to exploit is within the claims` boundaries,
please
disclose whether the historical information in the section
entitled
"Exploration History" on page 21 is perhaps not applicable to the
areas within the precise boundaries of your claims.  If yes,
provide
the appropriate qualifications to the disclosure under
"Exploration
History."  In addition, make the same revisions to the third risk
factor on page 7, which risk factor begins:  "Because we have not
surveyed the Mosquito King claims ...."
7. We note your response to our prior comment 9.  You have
disclosed
that a Canadian rule requires that when a company discloses
scientific and technical information about their mineral projects
to
the public it must be based on advice by a qualified geoscientist
or
engineer who visits the property.  You have also disclosed that
Mr.
Molak did not visit the property.  It appears you are violating
this
rule. Please explain the possible consequences, to the registrant
and
to the public, of this violation.  Also, provide the cite of the
rule
so that the reader can locate it.  In addition, quote the relevant
part of the rule in the disclosure and supplementally provide the
staff with a copy of the rule.
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  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 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 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.

	You may contact Angela Halac at 202-824-5683 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Susann Reilly at (202) 942-1946
with other questions.

Sincerely,

John Reynolds
Assistant Director
Office of Emerging Growth Companies

cc:  	Andrei Krioukov, President
      Facsimile 604-602-7593

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Andrei Krioukov
Boss Minerals, Inc.
March 10, 2005
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