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SEC Company Response from Middle Kingdom Resources Ltd. (CIK 0001307052) — Mar 24, 2005

Middle Kingdom Resources Ltd. (CIK 0001307052)
Date: March 24, 2005 · CIK: 0001307052 · Accession: 0001002014-05-000182

AI Filing Summary & Sentiment

File numbers found in text: 333-113509, 333-120051

Date
March 24, 2005
Author
Not clearly detected
Form
CORRESP
Company
Middle Kingdom Resources Ltd. (CIK 0001307052)

Letter

United States Securities and Exchange Commission Division of Corporate Finance Attention: Office of Emerging Growth Companies RE: Middle Kingdom Resources Ltd. Form SB-2 Registration Statement Registration No. 333-120051

Dear Mr. Reynolds:

Pursuant to the provisions of Rule 461 of Regulation C of the Securities Act of 1933, as amended, Middle Kingdom Resources Ltd. (the "Company") requests acceleration of the effective date of its Form SB-2 Registration Statement to March 29, 2005, at 10:00 a.m., E.S.T., or as soon thereafter as practicable.

The Company is aware that the filing with the Securities and Exchange Commission (the "Commission") may not be relied upon in any degree to indicate that the registration statement is true, complete or accurate.

Please be advised that the Company has not distributed any preliminary prospectus and the Company is in compliance with Rule 15c2-8 of the Securities Exchange Act of 1934, as amended.

Further, no other documents, reports or memoranda have been prepared for external use by the Company.

The Company acknowledges that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Securities and Exchange Commission

RE: Middle Kingdom Resources Ltd.

Form SB-2 Registration Statement

SEC File 333-113509

March 24, 2005

Page 2

The undersigned is aware of its respective responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed transaction specified in the above captioned registration statement.

Thank you for your cooperation.

Yours truly,

MIDDLE KINGDOM RESOURCES LTD.

BY:

/s/ Robert J. Kinloch

Robert J. Kinloch, President, Principal Executive Officer, Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer, and sole member of the Board of Directors

RJK:jtl

cc: Conrad C. Lysiak

Show Raw Text
CORRESP
1
filename1.htm

Letter of Acceleration

MIDDLE KINGDOM RESOURCES LTD.

347 Bay Street, Suite 202

Toronto, Ontario, Canada M5H 2R7

March 24, 2005

United States

Securities and Exchange Commission

Division of Corporate Finance

450 Fifth Street, N.W.

Washington, D.C. 20549 - 0511

Attention:

Mr. John Reynolds, Assistant Director

Office of Emerging Growth Companies

Mail Stop 0511

RE:

Middle Kingdom Resources Ltd.

Form SB-2 Registration Statement

Registration No. 333-120051

Dear Mr. Reynolds:

Pursuant to the provisions of Rule 461 of Regulation C of the Securities Act of 1933, as amended, Middle Kingdom Resources Ltd. (the "Company") requests acceleration of the effective date of its Form SB-2 Registration Statement to March 29, 2005, at 10:00 a.m., E.S.T., or as soon thereafter as practicable.

The Company is aware that the filing with the Securities and Exchange Commission (the "Commission") may not be relied upon in any degree to indicate that the registration statement is true, complete or accurate.

Please be advised that the Company has not distributed any preliminary prospectus and the Company is in compliance with Rule 15c2-8 of the Securities Exchange Act of 1934, as amended.

Further, no other documents, reports or memoranda have been prepared for external use by the Company.

The Company acknowledges that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Securities and Exchange Commission

RE: Middle Kingdom Resources Ltd.

Form SB-2 Registration Statement

SEC File 333-113509

March 24, 2005

Page 2

The undersigned is aware of its respective responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed transaction specified in the above captioned registration statement.

Thank you for your cooperation.

Yours truly,

MIDDLE KINGDOM RESOURCES LTD.

BY:

/s/ Robert J. Kinloch

Robert J. Kinloch, President, Principal  Executive Officer, Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer, and sole member of the Board of Directors

RJK:jtl

cc: Conrad C. Lysiak