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		December 2, 2004

via U.S. mail
via facsimile

Nikoloas Cacos	               Art Lang
President and Director  					(604)687-1858
Amera Resources Corporation
Suite 709-837 West Hastings St
Vancouver, British Columbia
Canada, V6C 3N6

RE:		Amera Resources Corporation
		Registration Statement on Form 20-F
		File No. 0-51005
		Filed on October 28, 2004

Dear Mr. Cacos:

We have reviewed the above 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 Comments
1. The Form 20-F registration statement will become automatically
effective 60 days from the date of the first filing with Edgar.  See
Section 12(g)(1) of the Securities Exchange Act of 1934.  Upon
effectiveness, you will become subject to the reporting requirements
of the Securities Exchange Act of 1934, even if we have not cleared
all comments.  As this is a voluntary filing, you may withdraw the
filing, so that it does not become effective in a deficient form.
Please contact us if you need to discuss this alternative.
2. Where comments on one section also relate to disclosure in another
section, please make parallel changes to all affected disclosure.
This will eliminate the need for us to repeat similar comments.
3. Update your disclosure throughout to the most recent practicable
date with each amendment.  For example, update the exchange rate
information.  See Item 3.A.3 of Form 20-F.  Also update the
Capitalization and Indebtedness section to a date no earlier than
sixty days prior to the date of the document.  See Item 3.B. of Form
20-F.

Risk Factors
4. Eliminate from this section disclosure that mitigates the risk you
present.  For instance, when discussing a shareholders ability to
enforce civil liabilities against the company, delete the sentence
that begins, "However, U.S. laws would generally be enforced . . .."
Additionally, when discussing possible challenges to your title,
delete the sentence, "The Company is not aware of challenges to the
location or area of its property interests."
5. State each risk directly and succinctly.  Avoid excessive
information that serves only to make the disclosure longer.
6. Include one risk factor under each subheading.  For instance, but
not limited too, discuss risks associated TSX Ventures Exchange as a
separate risk.  Further, the risk factor, "Exploration for minerals
on . . ." on page 12 appears to contain several risks associated with
your operations.  At the same time, however, eliminate risk factors
that significantly overlap with each other or address essentially the
same issue.  For instance, you have two risk factors that address the
effects of your limited financial resources and two risk factors that
address the effects of government regulation.

Because the company has limited financial . . . - page 10
7. Disclose your net operating deficit and discuss how long the
company can operate without the sale of additional securities.
8. Disclose the fact that your auditor issued a going concern opinion
as a separate risk factor.

This registration statement contains . . . - page 16
9. Please delete this risk factor.  We note that you have already
included a section on the forward-looking information.  The risk
factor section should contain only those risks that are unique to
your operations or industry.

Information on the Company

History and Development of the Company - p age 18
10. We note that you changed your name from XS Capital Corp. to Amera
Resources Corporation.  Here or on page 54, explain why you changed
your name, whether this involved any change in management or control
and whether your operations have changed since your incorporation.
Refer to Item 4.A.4 of Form 20-F.
11. Based upon the disclosure under "Employment Agreements," it
appears that there are affiliations between and you IMA, IMASA and
Golden Arrow.  For each property purchased, discuss how you came to
determine the purchase price.
12. On page 19, you state that the company intends to sell additional
securities to finance exploration.  Here or in your liquidity
discussion, revise to indicate how many shares you intend to sell and
how much money you need to raise to fund your exploration activities,
to the extent known at this time.

Government Regulations - page 20
13. Please provide a more detailed description of the government
regulations affecting your business.  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.  We may have
further comments.  See Item 4.B.8 of Form 20-F.

Regional and Local Geology - page 25
14. We note your disclosure that the property is underlain by
basement rock, which is faulted against and overlain by Tertiary age
volcanic rock.  Revise to indicate the impact this has on your
ability to mine the property.

Esperanza Project - page 30
15. Revise to indicate the expected cost of bringing the Esperanza
property "up to the bankable feasibility" within three years.

Chubut Project - page 30
16. Revise to indicate why you purchased the rights to these
properties.  We note your disclosure that you have no plans to work
on these properties in the immediate future.

El Gigante-Rica Project - page 31
17. Revise to indicate how much you paid for the option on these
properties and identify the party from which you purchased the
option.

Plan of Operation - page 31
18. Please provide an update on Phase I.  Have you commenced the
exploration?  If not, when do you plan on starting Phase I, and what
impact will any delay have on Phase II.
19. On page 31, you state that you state that "generative exploration
activities are planned to continue" in Nevada.  Revise your business
discussion to include disclosure on any rights or interests you have
in Nevada.  It seems that your activities have been focused on
Argentina and Peru.

Liquidity and Capital Resources - page 34
20. We note your statement that "[T]he Company does not consider that
it has adequate resources to maintain its ongoing operations and
current property commitments for the ensuing year."  Explain what
amount you feel would be "adequate."

Directors, Senior Management and Employees - page 34
21. We note that many of your executives will be working for the
company on a part time basis.  For each executive, revise to indicate
the number of hours per week each executive is expected to work for
the company.
22. Revise to identify any companies (a) employing identified
directors or officers or (b) with which any officers or directors are
affiliated.  In addition, if it is not clear what line of business
the company is engaged in, please provide a description.

Employment Agreements - page 40
23. Revise to discuss what factors the board will look at in
determining a termination payment.
24. Revise to indicate why IMA or Golden Arrow will begin to
reimburse the company for Mr. Terry`s fees.   In addition, indicate
the portion of Mr. Kerry`s compensation that Golden Arrow is expected
to pay.
25. In the appropriate location, include a more complete discussion
on the Grasso Group.  Include within this discussion the names of all
employees controlled by the Grasso Group.
26. Provide a more complete explanation of the services IMA provided
to the company and how you determined the amount that was to be
reimbursed.  For instance, what "corporate development services" were
provided by IMA and how was the cost of $27,000 determined?
27. Disclose the names of the purchasers in the private placement
discussed on page 50.  Further, discuss the pricing policies of TSX
Venture.  Additionally, revise to disclose the amount raised in the
private placement and how the proceeds were used.

Employees, page 45
28. You state you have no employees.  However, we note that you
employ a number of executive officers.  Please reconcile and revise
your disclosure accordingly.

Additional Information

Annual and Extraordinary General Meetings - page 57
29. Please disclose the conditions under which extraordinary general
meetings are convoked.  See Item 10.B.5 of Form 20-F.

Taxation

Material Canadian Federal Income Tax Consequences - page 60
30. Revise to indicate whether the company assumes responsibility for
the withholding of any taxes.  Refer to Item 10.E of Form 20-F.

Inspection of Documents - page 63
31. Please disclose to readers that any publicly filed documents may
be viewed and inspected at the Commission`s Public Reference Room.
Ensure that the Commission`s complete address is included.

Engineering Comments

General
32. For your property, provide the disclosures required by Industry
Guide 7 (b).  In particular, provide:
* The location and means of access to the property,
* A map(s) showing the location of your 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 property.
* A description of the present condition of the property.
* A description of any work completed on the property.
* 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.
33. Insert a small-scale map showing the location and access to your
property.  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.
34. You utilize a significant amount of technical terminology that is
probably unfamiliar to the average investor.  Revise your filing to
define technical words through the context of your discussion as much
as possible.  Provide definitions to the glossary for words that
cannot be adequately defined in the text.  Include in a glossary only
those geologic or technical terms not understood by the average
investor that cannot be defined in the text.

Risk Factors, page 10
35. The second paragraph on page 10 uses the term ore.  "Ore(s)", or
"ore body" - Under SEC Industry Guide 7, the terms "ore(s)," or "ore
body" are treated the same as the term "reserve."  Since all deposits
are not necessarily reserves, remove the term "ore(s)," and "ore
body" from this definition and the rest of the filing.
36. The second paragraph on page 10 utilizes the term operation.  The
words "operation(s)," "development," and "production" have very
specific meanings under Industry Guide 7(a)(4), (see
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7).
They reference the "development stage" when companies are engaged in
preparing reserves for production, and the "production stage" when
companies are engaged in commercial-scale, profit-oriented extraction
of minerals.  If you do not have any "reserves," as defined by Guide
7, please remove the terms "operation(s)," "develop," "development"
or "production" throughout the document, and replace them, as needed,
with the terms "explore" or "exploration."  This includes the using
of the terms in the Financial Statement head notes and footnotes see
Instruction 1 to paragraph (a), Industry Guide 7.
37. Add a risk factor that addresses that fact that the probability
of an individual prospect ever having "reserves" that meet the
requirements of Industry Guide 7 is extremely remote, in all
probability, your properties do not contain any reserves, and any
funds spent on exploration will probably be lost.
38. Add a risk factor that addresses the fact that a professional
geologist or mining engineer has not examined your property in the
field and detail the risks to investors.

Exploration History, page 25
39. In the first paragraph of this section, gold values are quoted as
ranging from a value.  As a general checklist, when reporting the
results of sampling and chemical analyses:
* Disclose only weighed-average sample analyses associated with a
measured length or a substantial volume.
* Eliminate all analyses from "grab" or "dump" samples, unless the
sample is of a substantial and disclosed weight.
* Eliminate all disclosure of the highest values or grades of sample
sets.
* Eliminate grades disclosed as "up to" or "as high as."
* Eliminate statements containing grade and/or sample-width ranges.
* Aggregated sample values from related locations should be
aggregated based on a weighted average of lengths of the samples.
* Generally, use tables to improve readability of sample and drilling
data.
* Soil samples may be disclosed as a weighted average value over some
area.
* Refrain from reporting single soil sample values.
* Convert all ppb quantities to ppm quantities for disclosure.
Revise your text accordingly.
40. Since the cutoff grade concept is important to understanding the
potential of your mineral properties, disclose a definition for the
term "cutoff" that illuminates the fact that a "cutoff" grade or
tenor is used to define a mineral resource that has reasonable
prospects for economic extraction.  In establishing the cut-off
grade, it must realistically reflect the location, deposit scale,
continuity, assumed mining method, metallurgical processes, costs,
and reasonable metal prices of the mineral deposit.

Directors and Senior Management, page 34
41. Unless you can substantiate significant technical training and/or
experience in minerals exploration or mining by members of your
management, you need to include a risk factor early in the risk
factor section that your management lacks technical training and
experience with exploring for, starting, and/or operating a mine.
With no direct training or experience in these areas, your management
may not be fully aware of many of the specific requirements related
to working within this industry.  Their decisions and choices may not
take into account standard engineering or managerial approaches
mineral exploration companies commonly use.  Consequently, your
operations, earnings, and ultimate financial success could suffer
irreparable harm due to management`s lack of experience in this
industry.
42. Disclose:
* Briefly, describe the person`s business experience during the past