SecProbe.io

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Mail Stop 3561
                                                               May
17, 2005

Laurence Stephenson, President
Armitage Mining Corp.
#520 - 470 Granville Street
Vancouver,  B.C. Canada  V6C 1V5

RE:  Armitage Mining Corp. ("the company")
        File No. 0-51246
        Registration Statement on Form 10-SB
        Filed April 14, 2005

Dear Mr. Stephenson:

We have reviewed your filing and have the following 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.

General

1. Include the Commission file number on the front cover of all
future amendments to this registration statement and on subsequent
Exchange Act periodic reports.

Part I.

Description of Business

Properties and Mining Claims

2. Please state the amount paid in US dollars here and elsewhere
throughout the filing.  The  amounts expressed in Canadian dollars
can be retained with the added figures expressed in US currency.

3. Please disclose the expiration date of the claim.

4. Please clarify who owns/holds the title to the claim.

Wanapitei River (South) Property

5. Referring to the statement "[T]his region is believed to have
the
potential to host economical...", please provide the basis to
support
this or delete it.

6. Please explain "Nipissing diabase CIRCA 2.2 Ga."  Further in
this
regard, please provide a glossary of technical terms used
throughout
the document to enable a potential investor to understand the
terminology specific to the mining industry.

Location and Access

7. Please explain "The current magnetic declination in the region
is
10 (degree) 40` West and has been increasing by about 3` annually
in
a westerly direction."  Here and elsewhere in this disclosure
document, please avoid the frequent use of very technical
descriptions, as this could be confusing to a potential investor
who
does not have a working knowledge of the mining industry.

Property Description

8. The reference to "hectares" should include the amount expressed
in
number of acres as well.  Here and throughout the document, terms
expressed in the metric system should also include the English
equivalent as well.

Exploration Work

9. Please disclose the source of information for this section.

10. In the initial paragraph, please state the date of the
"discovery
of major copper-nickel deposits..."

Current Work

11. Please add a statement to the initial paragraph to clarify
whether or not there are any arrangements, relationships or
understandings between the company and those companies you have
named
here.

12. Please note that Phase I was to commence in April, 2005.
Please
update to disclose the current status of any work that is
presently
being done in Phase I.

Sudbury Structure

13. The significance to the company of the initial statement
"[A]rguably the most profound geological feature in the region..."
is
not understood.  Please clarify the importance to the operations
of
the company or delete it.

Property Geology and Mineralization

14. The significance and relevance of the information in this
paragraph to the company should be made clear or it should be
deleted.

Sudbury Mining Camp

15. Likewise, any information provided should make clear how this
directly relates to the company or it should be deleted.   In this
regard, we note your reference to the 15 mines in operation in the
Sudbury area in 1999 in this section as well as similar type
information under "Local Mineral Occurrences".   Please reconsider
its relevance to the company and the company`s operations.

Employees and Employment Agreements

16. We note that you intend to use your officers and directors for
"all research work on our properties."  Please clarify whether or
not
these individuals have direct, prior experience in doing this type
of
work

Plan of Operation

17. You refer to a "geological report", yet in the exhibit index
you
refer to a "Geological Survey" as Exhibit 99.  If these are one in
the same, please revise to use the same name.  Otherwise, please
file
the report as an exhibit to the registration statement as
required.
18. We note that Phase II will involve "an initial examination of
the
underground charactistics of the structure that was identified by
Phase I..."  Please identify who will perform that work, to the
extent known.  If the company has any arrangements in this regard,
please expand this section to disclose this.

Item 4.  Security Ownership of Certain Beneficial Owners...

19. Include Michael Mulberry and Patricia Wilson in the table,
regardless of the number of shares beneficially owned.  See Item
403(b) of Regulation S-B.

Item 5.  Directors, Executive Officers, Promoters...

20. Please state the number of hours each of the named individuals
has spent, and/or plans to spend on company business and delete
"...intends to devote his time as required to the business of the
Company."

21. Further in this regard, if any of the named individuals work
in
other business interests that may have a potential conflict of
interest, this should be disclosed here and a risk factor added to
address this consideration.

Background of Officers and Directors

22. For several companies that are identified here, they are
identified as "publicly listed" .  Please clarify the exchange the
companies are listed on.

23. Also, please indicate whether any of the companies named are
SEC
reporting companies.

Part II

Item 1.  Market Price of and Dividends...

24. Please clarify in the first paragraph that no actual trades
have
occurred to date, if true as it appears from the Pink Sheets.

Item 4.  Recent Sales of Unregistered Securities

25. Regarding the September, 2004 offering of 700,000 shares,
please
state the price per share paid by the 26 shareholders.

Financial Statements

Financial statements and the related accountant`s report

26. It appears to us that the company is in exploration stage as
defined in Securities Act Industry Guide 7, paragraph (a)(4)(i)
and
should comply with SFAS 7.   Please revise to present the
financial
statements in accordance with SFAS 7, paragraph 11, disclose in
head
notes and notes to the financial statement that the company is in
the
exploration stage and include a description of the nature of the
exploration stage activities in which the enterprise is engaged.
Please ensure that the interim financial statements include
cumulative period from inception to the date of the interim
balance
sheet.  Please direct your independent accountant to revise their
audit report accordingly.

Notes to Financial Statements
Note 1 - Nature of Operations, page 24
27. Please disclose the company`s fiscal year-end.

Interim statement of operations, page 28

28. Please delete the interim statement of operations for the
three
months ended March 31, 2005.  Registration statements require
interim
financial statements for the year to date periods only, in this
case,
the six months ended March 31, 2005.  Please revise.

General

29. Please note the updating requirements for the financial
statements as set forth in Item 310 (g) of Regulation S-B.  In
addition, your Form 10-SB goes effective by lapse of time within
60
days of the date filed pursuant to Exchange Act Section 12(g)(1).
As
a result, your periodic reporting obligations commence upon your
filing on Form 10-SB becoming effective.

Part III.

Signatures

30. The individual operating in the capacity of principal
accounting
officer or controller should be so designated.  Please note for
the
amendment to be filed.

Closing 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.  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.

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 in the filings reviewed by the staff 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 filing or in response to
our comments on your filing.

 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.

You may contact Raj Rajan at (202) 551-3388 if you have any
questions
regarding the financial statements and related matters.  Please
contact Janice McGuirk at (202) 551-3395 with any other questions.

Sincerely,

                                                             John
Reynolds, Assistant Director

Office
of Emerging Growth Companies

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