SecProbe.io

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Mail Stop 0309

									May 3, 2005

Stevenson Management Group, Inc.
9750 Peace Way  #2090
Las Vegas, NV  89147

Re:  	Celtic Cross Ltd.
Form SB-2 Registration Statement
	File No. 333-123774

Dear Mr. Bouch:

      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. Your document provides conflicting information about the state
of
your operations.  For example:

* On pages 3 and 15, you state that you are in the business of
providing travel and bookings and Timeshare rentals and sales;

* On page 3, you state that you have no revenue;

* On page 5, you state "There can be no assurance, that if the
Company is able to generate increased revenues ...;"

* On page 17, you state that you do not own or lease any property
at
this time;

* In footnote 3 to the financial statements, you indicate that you
own an interest in a timeshare property.

Please revise your entire document to provide a consistent
description of the status of your operations.  Your discussion
should
indicate that you intend to provide services that you currently do
not provide.  Additionally, it is not appropriate to discuss
potential increases in revenues as you have not yet generated any
revenues.

2. Please provide us with a supplemental analysis supporting your
determination that you are eligible to use Form SB-2, rather than
Form S-11.  Your analysis should address your interest in the
timeshare property and your intention to acquire more timeshare
interests.

Prospectus Summary

3. The information you have included in the summary does not
provide
a balanced picture of the company`s current operations.  Please
revise to clarify that you have not actually engaged in any
operating
activities to date, quantify your net losses and disclose that
your
auditors have issued a going concern opinion.

4. Please be more explicit about what the company`s intended
business
activities are.  It appears that the "business of providing travel
bookings" is more aptly described as a travel agency, but it is
not
clear what you mean when you refer to the business of providing
"timeshare rentals and sales."  Does this mean that you will be
acting as a property manager, selling real estate or a landlord?
You
need to provide a better description of your proposed activities
and
how you anticipate earning revenue from them.  The description
included here should be brief, but informative, with a more
detailed
explanation provided in the "Business" section of the document.

5. You say that you have sufficient cash to meet your short-term
needs.  Please expand the disclosure to briefly describe these
short
term needs and disclose how long you expect your current cash to
last.  Also, briefly describe your long-term goals and financial
needs, identify the time period involved and quantify the
disclosure
to the extent practicable.  The Business section and Management`s
Discussion and Analysis or Plan of Operation should be expanded to
provide a more comprehensive discussion of both the short-term and
long-term goals and financial needs that are summarized here.

Capital and Liquidity - page 4

6. Please revise this section to include a discussion of the note
outstanding entered into to finance the property owned.

 Risk Factors - page 4

7. In this section and elsewhere in the registration statement you
state that you "cannot assure you that," "there can be no
assurance
that," and "there is no assurance that," various things will or
will
not happen.  Statements such as these are legalistic and
redundant.
Please delete them.  Instead, please be certain that you have
adequately explained why you cannot make the assurance or
prediction.

8. Additionally, describe the consequences if the event(s) that
you
cannot assure or predict will occur do not occur.  For example:

* On page 5, you state that there can be no assurance that if the
company is able to generate increased revenues, that management
will
be able to manage such growth.  Please revise to discuss the
consequences if it cannot.

9. Your risk factor subheadings are simple statements of fact that
do
not identify a specific risk and its potential adverse
consequences
to an investor or the company.  You will need to revise them so
that
they do.  In addition, the subheading should accurately summarize
the
content of the body of the risk factor, and be written in sentence
format with proper sentence capitalizations.

10. It isn`t clear whether the next to last paragraph on page 4 is
intended to be a risk factor.  Please revise the paragraph so that
it
is a specific risk factor under an appropriate subheading.  Also,
expand the information to provide a more detailed explanation of
the
broker/dealer`s obligations and a more robust discussion of the
potential adverse consequences of an investment in a penny stock.

11. Please revise to include a separate risk factor disclosing the
going concern opinion issued by your auditor.  The risk factor
should
discuss the effects the opinion may have on your ability to raise
capital.

Limited Operating History; Lack of Operating Revenue; Early Stage
of
Exploration - page 5

12. In this risk you refer to "directors."  However, elsewhere in
the
document you indicate that there is only one director.  Please
revise
the risk factor to identify the director/manager by name.  Also,
this
individual appears to live in the United Kingdom, while the
company`s
offices are located in the state of Washington, so it is unclear
how
he conducts the business.  To the extent that the fact that the
company is being run by a sole director that resides overseas
presents a risk, please revise to discuss the risk and potential
consequences.  It may be necessary to add a separate stand alone
risk
factor.  If you believe that this situation does not present a
risk,
please provide a supplemental explanation.

13. You say that the company is subject "to all the risks inherent
in
the creation of a new business."  This statement is too vague and
abstract to be informative to a potential investor.  Please expand
the discussion to specifically describe what these risks are as
well
as their potential adverse consequences.  Also, please more fully
describe what activities are included under the categories of
"organizational activities," "prospect development" and
"acquisition
of leasehold interests."

14. Please quantify your losses in this discussion.

We Are Dependent Upon Financing Activities to Fund Our Operations
-
page 5

15. Please quantity the amounts you received from each of the
private
placements and the dates you received the funds.  Also discuss
what
you have used the funds for, quantifying the sums spent on each
purpose.  You should also discuss the amount of funds that will be
necessary in order to implement your plans, and how, specifically
you
plan on acquiring the funds.

16. Please explain what the term "develop the concept" means in
this
context.  It is not clear what activities this term is intended to
include.

17. In the last sentence, you state if you are unable to raise
capital, you will have to "scale back" your operations.  It does
not
appear that you currently have any operations.  Please eliminate
any
suggestion that you do.  However, if you are in fact operating,
please be specific about what your operations consist of and which
operations would be curtailed if you are unable to raise capital.

We are Dependent upon Certain Officers, Key Employees, and
Consultants - page 5

18. Disclosure elsewhere in the document indicates that you only
have
one officer, who is also your sole director, and no employees.  It
is
also unclear what consultants you are referring to.  Please revise
the subheading to name the sole officer you are relying on and
eliminate the suggestion that other persons are involved.  If
there
are in fact, other employees, disclose how many there are and what
services they perform, and reconcile this disclosure with the
information provided elsewhere in the document.  Also, identify
the
consultants, describe your arrangements with them, and describe
the
services they are performing.

We are Thinly Staffed - page 6

19. This risk factor appears to be the same risk discussed in the
risk factor immediately above it.  Please combine the risk factors
and eliminate the overlap and inconsistencies.

The Travel and Timeshare Industry Is Highly Competitive, and We
Are
At a Competitive Disadvantage - page 6

20. Currently, the risk factor does not include an adequate
factual
context for analyzing the competitiveness of your proposed
business.
Please provide a reasonably detailed explanation of what the
"travel
and timeshare industry" consists of, how many competitors you will
have and what you will need to do to compete successfully.

Other Risks Relating to the Common Stock - page 6

21. We do not understand your references to sales under Rule 144
since it does not appear to us to be applicable to sales of any of
your shares.  If you continue to include references to Rule 144 in
your amended filing, please provide us with your analysis of the
legal basis for your belief that the rule is available for sales
of
your securities.

Possible Anti-Takeover Effects of Authorized but Unissued Stock. -
page 6

22. Please revise the disclosure to identify and briefly discuss
any
additional issuances of common stock that you may be
contemplating.

We have Not Paid Any Dividends and Do Not Expect To Pay Dividends
In
the Near Future - page 7

23. Your statement that you do not intend to pay dividends is a
fact,
not a description of a risk and its potential adverse
consequences.
If the risk is that an investor will have to rely on an increase
in
the price of the stock to profit from his or her investment, say
so.
If that is the risk, then a potential adverse consequence is that
the
investor may not be able to sell the stock for more than he or she
paid for it, or may not be able to sell it at all.  Please revise
the
risk factor and subheading accordingly.  The revised disclosure
should be specific to an investment in your particular company, as
opposed to any company in general.

Selling Shareholders - page 8

24. Most of your investors appear to reside in England.  Please
expand your discussion in the plan of distribution to be more
specific about how these investors will sell their shares in the
U.S.
OTC market.

25. Please provide the name and address of the natural person
having
beneficial ownership of the securities being sold by the Chancery
Lane Investment Group Inc.  Tell us whether this entity and
natural
person are broker/dealers or affiliates of a broker/dealer.  If
any
of the selling shareholders are broker/dealers, please state that
these selling shareholders are underwriters.  If any of the
selling
shareholders are broker/dealers, please state that they purchased
in
the ordinary course of business and have no agreements to
distribute
the securities.  If you are unable to make these representations,
then the affiliates of broker/dealers should also be identified as
underwriters.

26. Please provide a brief discussion explaining how the selling
shareholders came to be investors in your company.

Plan of Distribution - page 10

27. Please tell us why you have identified the selling
shareholders
as "underwriters."

28. Expand the disclosure to include a brief description of the
applicable provisions of Regulation M.

Directors, Executive Officers, Promoters and Control Persons -
page
11

29. Please delete Mr. Murphy from the table as he was not an
officer
or director at the time you filed the registration statement.

Description of Business - page 15

30. Under "General," please provide a more detailed explanation of
what the business of "providing travel bookings and timeshare
rentals
and sales" will consist of.  Also discuss your planned timeline
for
commencing business operations.

31. Please provide us with a copy of the document you are relying
on
for the statistical information included in the last paragraph of
page 15 and the first paragraph of page 16.  Please mark the
document
to show the location of the specific information you have included
in
this prospectus.  We may have further comment after reviewing it.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 17

32. Please explain the meaning of "cross-selling programs of
various
Timeshare brands" and "add-on acquisitions."

33. Refer to Item 303(a) of Regulation S-B.  Please ensure that
the
following items are addressed in the plan of operations
discussion:

* The length of time the company can satisfy its cash requirements
and whether it will have to raise additional funds in the next
twelve
months;

* Any expected purchase or sale of plant and significant
equipment;
and

* Any expected significant changes in the number of employees.

In discussing the above, please also disclose the fact that there
is
doubt about the company`s ability to continue as a going concern
and
your plans to overcome the financial difficulties.

Description of Property - page 17

34. You say that the company doesn`t own or lease any property at
this time.  However, footnote 3 to the financial statements
indicates
that the company owns an interest in a timeshare property located
in
Las Vegas.  Please reconcile the discrepancies and provide the
information about the property specified in Item 102 of Regulation
S-
B.

Executive Compensation - page 19

35. We note here and under Description of Property on page 17 that
no
consideration is paid for executive services or office space
provided.  Please tell us how the company considered Staff Topic
1B(1) in determining the accounting treatment applied to these
transactions.

Notes to Financial Statements, page 27

3.  Long-term Liabilities, pages 28-29

36. We note that the company purchased a property that it intends
to
rent or sell.  Please explain to us why the company is not
depreciating this rental property.  Please provide specific
references to any applicable authoritative literature that
supports
the accounting treatment being applied by the company.

5.  Going Concern Considerations, page 30

37. The disclosure related to the company`s ability to continue as
a
going concern does not appear to adequately address management`s
plan
to remove the threat to the continuation of the business.  Please
revise this discussion to include management`s plan related to
this
issue.  Refer to FRC 607.02.

Signatures - page 37

38. Please revise the signature page to identify the controller or
chief accounting officer and provide the appropriate signature.

Exhibit 5 - Legal Opinion

39. Since the securities are currently outstanding and are being
registered for resale, please provide a legal opinion that the
securities are validly issued, fully paid and non-assessable,
rather
than an opinion that the securities will be validly issued, fully
paid, and non-assessable when they are distributed pursuant to the
registration statement.

*	*	*	*	*

As appropriate, please amend your regist