SecProbe.io

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

                            David Lubin & Associates
                              92 Washington Avenue
                              Cedarhurst, NY 11516
                            Telephone: (516) 569-9629
                            Facsimile: (516) 569-5053

                                                                January 21, 2005

Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-0406
Attention:  Mary Cascio, Special Counsel

Re:      American Goldrush Corporation Form F-l filed
         November 23,2004 File No. 333-120722

Ladies and Gentlemen:

         American Goldrush  Corporation (the "Company")  herewith files with the
Securities and Exchange  Commission (the  "Commission") an amended  registration
statement on Form F-1/A (the "Amended  Registration  Statement")  in response to
the Commission's comments,  dated December 22, 2004 (the "Comment Letter"), with
reference to the Company's registration statement on Form F-1 (the "Registration
Statement")  filed  with the  Commission  on  November  23,  2004,  file  number
333-120722.

         The  Company  appreciates  your review in  assisting  it to enhance the
overall  disclosure  in its  Registration  Statement.  In addition to filing the
Amended Registration Statement on Form-1/A, the Company supplementally  responds
to all the Commission's comments as follows:

General

1. Comment:  Supplementally advise us as to whether you intend to use additional
sales  material,  in  addition  to the  prospectus,  to sell  Class  A, B, and C
warrants. If this is the case, please provide the staff with copies of any sales
literature you intend to use,  prior to use. These  materials are subject to our
review and comment.

Response:  The Company does not intend to use any sales  materials to sell Class
A, B and C warrants  other than the  prospectus.  The Company also  acknowledges
that the information  contained in the prospectus must be current if it is to be
used as sales  material  for a  warrantholder  to exercise  the Class A, B and C
warrants.

2.  Comment:  Please  provide us with the artwork you intend to use.  The inside
front cover artwork  should be clear  illustrations  of your product or business
with concise language describing the illustrations. Artwork that does not convey
the business purpose and language that strays beyond a limited scope will not be
appropriate inside the front cover. Please refer to Section VIII of the Division
of Corporation  Finance March 31, 2001 Current  Issues and  Rulemaking  Projects
Quarterly Update available at www.sec.gov.

Response:  The Company  does not intend to utilize any  artwork.  If the Company
decides to use any artwork,  it will provide the Commission  with the artwork it
intends to use.

3.  Comment:  Please  identify  all  selling  shareholders  who  are  registered
broker-dealers  or affiliates of broker  dealers.  Additionally,  tell us if the
broker-dealer received the securities as underwriting compensation.  Please note
that a registration  statement registering the resale of shares being offered by
broker-dealers  must identify the broker dealers as  underwriters  if the shares
were not issued as underwriting compensation.

<PAGE>

Response:  None  of the  selling  shareholders  in the  Company  are  registered
broker-dealers or affiliates of broker-dealers. The second sentence of the first
paragraph of the section entitled "Selling Security Holders" in the Registration
Statement contains such disclosure.

4. Comment: We note that the courtesy copy you provided us was not paginated and
that the margins of some of the sections were fully justified,  resulting in odd
spacing between letters in words and a document that in places is more difficult
to read than it should be. See, for example,  the risk factor  headings for risk
factors 4, 5 and 10.  Please  confirm that the versions you provide to investors
will be paginated and properly justified.

Response: The Amended Registration Statement,  and the version to be provided to
investors, will be paginated and the margins left justified as required

Prospectus Summary, page 1

5. Comment: We note in the introductory  paragraph to this section and you state
that this section is not complete,  that there may be  information  that you may
not have  included in this section.  Please  disclose all  information  that you
believe is material at this time.  Otherwise,  delete  this  language  from your
introductory paragraph.

Response:  The Company has deleted the language from the introductory  paragraph
of the prospectus  summary in the Amended  Registration  Statement in accordance
with the Commission's comments. The Company believes that the Prospectus Summary
contains a  sufficient  summary of all  material  information  contained  in the
prospectus.

Description of Financing Transactions, page 3

6. Comment: Please provide the specific exemption that you relied on for each of
your private placements from October 2003 to date.

Response:  The Company has revised the Amended Registration Statement to provide
that  the  two  private  placements  were  each  exempt  from  the  registration
requirements of the Securities Act of 1933, as amended,  by virtue of Regulation
S promulgated thereunder.

Trading Market, page 3

7. Comment: We note that you intend to apply to the OCTBB in this section and in
your risk factor section. Please tell us on a supplemental basis, the status and
timing of your application with the OTCBB.

Response:  As of the date of this letter,  the Company has not selected a market
maker to file a Form  15c-211  to have the shares of the  Company  listed on the
OTCBB.  The  Company  does not  intend to be  listed on the OTCBB  until it is a
reporting company.

Risk Factors, page 5

8.  Comment:  Please  revise your risk  factor  section to avoid  language  like
"adverse  effect" or  "adversely  affect"  State  specifically  how the risk may
affect your results of operations or financial condition.

Response:  The  Company  has  made  the  proper  revisions  to the  Registration
Statement's  risk  factors  section in its  Amended  Registration  Statement  in
accordance with the Commission's comments.

9.  Comment:  Please  revise  your risk  factors to remove the phrase "we cannot
assure" or "there can be no  assurance"  regarding a certain  set of facts.  The
real risk is that the event will occur; it is not your inability to prevent it.

Response:  The  Company  has  made  the  proper  revisions  to the  Registration
Statement's  risk  factors  section in its  Amended  Registration  Statement  in
accordance with the Commission's comments.

<PAGE>

10. Comment:  We note that your risk factors,  for the most part, could apply to
any company within your industry classification. Please specifically tailor your
risks so that they apply to your company in particular.

Response: The Company has added some risk factors that apply specifically to the
Company as well as amending  some of the risk  factors so that the reader  knows
that they specifically apply to the Company.

11. Comment:  If material,  provide a risk factor that addresses the possibility
that you may be deemed a Passive  Foreign  Investment  Company.  Briefly explain
that U.S. investors who invest in American Goldrush  Corporation will be subject
to U.S. taxation at possibly adverse or higher rates and under a system that may
be more complicated and unfamiliar to them.

Response: The Company has included a risk factor addressing the possibility that
it may be deemed a PFIC and the related risks to U.S. investors.

12.  Comment:  Include a risk factor which  addresses  the fact that it would be
difficult for investors to: * Effect service of process within the United States
on you or any of your non-U.S. resident executive officers or directors named in
your registration  statement;  * Enforce judgments obtained in U.S. courts based
on the civil liability  provisions of the U.S.  federal  securities laws against
you or any of your non-U.S.  resident  executive  officers or directors you have
named in your registration  statement;  * Enforce judgments of U.S. courts based
on  civil  liability  provisions  of the  U.S.  federal  securities  laws in the
Canadian court against you or any of your non-U.S.  resident  executive officers
or  directors  named in your  registration  statement;  and * Bring an  original
action in the Canadian court to enforce  liabilities  based on the U.S.  federal
securities laws against you or any of your non-U.S.  resident executive officers
or directors named in your registration statement.

Response:  The Company has amended the  Registration  Statement's  risk  factors
section  in  its  Amended  Registration  Statement  to  include  a  risk  factor
concerning the issue of effecting  service of process,  enforcing  judgments and
bringing actions against non-U.S. resident executive officers and directors in a
foreign court.

If we do not continue to make payments under our Property  Options  Agreement...
page 6

13. Comment: Please state in this risk factor the reason(s) why you must pay Mr.
Polischuk  CDN$50,000  and by what date you must pay the entire  amount.  If you
plan on making  payments  over a period of time or on a lump sum  basis,  please
disclose the schedule of payments or the anticipated  payment date. In addition,
please provide a cross-reference to a more detailed  information  regarding this
option agreement.

Response:  The  Company  has made the proper  revisions  to this  section of the
Registration  Statement in its Amended Registration Statement in accordance with
the Commission's comments.

Damage to the environment could also result from our operations, page 7

14. Comment:  Delete the clause  beginning  "although we intend to substantially
comply" as it serves to mitigate the risk being discussed.

Response:   The  Company  has  deleted  the  language  in  accordance  with  the
Commission's comments in its Amended Registration Statement.

We may not have access to all of the supplies and materials we need to begin,...
page 10

15.  Comment:  We note that you will attempt to locate  products,  equipment and
materials  AFTER  THIS  OFFERING  IS  COMPLETE.  Please  disclose  why  you  are
attempting to locate the materials needed after this offering is completed.

<PAGE>

Response:  The Company has deleted the phrase  "after the  offering is complete"
and revised the  language in this  section to disclose the fact that the Company
cannot  compete with larger  companies  for supplies and manpower.  Further,  we
disclose that if prices for such resources increase beyond its financial limits,
the Company may be forced to limit its exploration activities.

It is possible that there maybe native or aboriginal  claims to our property....
page 10

16.  Comment:  Please tell us, on a supplemental  basis,  the measures that were
taken to ensure that the title is without any known defects.

Response:  The Company  consulted with the Government of British Columbia Treaty
Negotiations  Office.  Although Native and aboriginal groups have made extensive
land claims to large areas of land within British  Columbia,  the status of such
claims is uncertain  and has not been  resolved  despite  lengthy and  expensive
court  proceedings.  According  to the  Government  of British  Columbia  Treaty
Negotiations  Office,  the land area where the Company's  claims are located has
not been part of any completed land claims  agreements.  The title to the mining
claims  optioned by the Company has been registered with the Province of British
Columbia,  Ministry of Energy and Mines, Titles Division, and to the best of the
Company's, there are no known defects or encumbrances on the land.

Capitalization, page 13

17. Comment:  Please provide the information about  indebtedness and distinguish
between secured and unsecured as required by Item 3.B. of Form 20-F.

Response:  Although  the Company has only  current  unsecured  liabilities,  the
Company  has  included  the  information  about   indebtedness  in  the  Amended
Registration Statement.

Regulation and Environmental Matters, page 14

18.  Comment:  Provide  a  discussion  of the  specific  governmental  rules and
regulations,  including  federal,  provincial  and  local  government  rules and
regulations,  that impact your business activities.  For example, if a permit is
required  for you to conduct any  exploratory  activities,,  please  discuss the
requirements  for the  permit,  whether you have  obtained  such a permit or the
status of your  application for the permit and the regulatory  body  responsible
for granting the permit  Additionally,  include a  discussion  of  environmental
regulations,  which impact your operations,  We may have further  comments.  See
Item 4.B.8 of Form 20-F.

Response:  The Company has revised this section of the Registration Statement in
its Amended Registration  Statement to include a discussion of the only Canadian
governmental  authority  as  well as  environmental  regulations  impacting  the
Company's business.

Property Option Agreement for the Polischuk Property, page 14

19.  Comment:  Please  provide the specific  date as to when the option that you
have  secured will expire.  In  addition,  provide a summary of the  termination
provisions in the contract.

Response:  The  Property  Option  Agreement  was  amended  since the date of the
initial filing of the Registration Statement. The Amended Registration Statement
contains a description  of the  agreement,  as amended,  as well as the specific
date  as to when  the  option  will  expire  and a  summary  of the  termination
provisions.

Material Contracts, page 16

20. Comment:  We note that you have an irrevocable option with Messrs.  Blomkamp
and Praill and that you must provide notice to each  individual  when you decide
to purchase any or all of their shares.  Please disclose the period of time that
must elapse in order to maintain  sufficient notice. In addition,  are there any
triggering events that may cause the redemption by the Company.

<PAGE>

Response:  The Company has included the applicable  time period if it determines
to exercise  its option.  Please note that there are no  triggering  events that
would cause the shares to be redeemed by the Company.

Employees, page 17

21.  Comment:  Please  disclose the kind of services  your  outside  contractors
provide to the Company.

Response:  The  Company  has  made  the  proper  revisions  to its  Registration
Statement  in  its  Amended  Registration   Statement  in  accordance  with  the
Commission's comments.

Management. page 25

22. Comment: Please provide a more detailed description,  including time periods
employed in various positions, for the recent business experience of each of the
directors and senior management.

Response:  The  Company  has  made  the  proper  revisions  to its  Registration
Statement  in  its  Amended  Registration   Statement  in  accordance  with  the
Commission's comments.

Executive Compensation, page 27

23. Comment:  Please discuss the consulting agreement with Tricia Dennis and the
material termination provisions.

Response:  The Company has added the fact that it can terminate said  consulting
agreement at any time without any additional payment to Ms. Dennis in accordance
with the Commission's comments.

Potential Conflicts of Interest page 28

24.  Comment:  We note that your president and other  directors  work; for other
natural resource  exploration  companies.  We note that you have some factors to
limit the  potential  conflicts of interest.  Please  disclose any  conflicts of
interest  that have  occurred in the past with any of your  executive  officers,
management, and/or board members.

Response:  The Company is not aware of any  curren