SecProbe.io

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

March 9, 2005

MAIL STOP 0511

Mr. Paul D. Brock, President
Fortune Partners, Inc.
Suite 1100, 1050 West Pender Street
Vancouver, British Columbia
Canada, V6E 3S7

Re:	Fortune Partners, Inc.
File No. 333-120951
Registration Statement on Form SB-2
      Amendment 1 filed February 7, 2005

Dear Mr. Brock:

      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. We repeat in part our previous comment two.  We note throughout
the prospectus the reference to the company having acquired
mineral
rights.  For example, we note in the summary section that the
company
states "[w]e acquired mineral claims which are currently being
held
in trust" and that the company refers to "our mineral claims."  We
do
not understand the disclosure that the company has acquired
mineral
claims.  Rather, it appears that the mineral claims were sold to
the
company`s chief executive officer.  If you believe that the
declaration of trust conveys ownership to Fortune Partners, please
explain in the prospectus and in the business section, the basis
for
this belief under applicable law.

Risk Factors

2. 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 this 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.

3. In risk factors three and ten, please avoid the generic
conclusion
in your risk factor subheadings that the risk will adversely
affect
your business.  Instead, replace this language with specific
disclosure of how your business and operations would be affected.
Also revise accordingly the narrative in risk factor ten.

4. Please revise several of your risk factors so that the risk
factor
subheadings refer to the same risk as discussed in the narrative.
See risk factors 12, 13, 15, 17 and 20.

5. The risk factor subheadings should state the material risk in a
clear and concise manner.  In this regard, the subheadings should
disclose the consequences to the investor or to the company,
should
the risk materialize.  Please revise accordingly the subheadings
for
risk factors 16, 20, 22 and 25.

6. Risk factors 13 and 18 both address government regulation of
your
activities.  Please remove repetitive risk factors.  The narrative
in
risk factor 18 is long and some of the information could be
discussed
later in the prospectus.  Please only discuss the risk and
relocate
details later in your filing.

7. We note the statement in risk factor 10 that "[o]ur reported
mineral reserves and resources are only estimates."  Please
reconcile
this statement with the disclosure in the summary that "[n]o
commercially exploitable reserves have been found on our mineral
property to date."

8. We note the last risk factor regarding the re-sale restrictions
for British Columbia residents.  Please describe later in the
prospectus how this re-sale restriction affects U.S. sales.

Determination of Offering Price

9. We repeat in part our previous comment 17.  Please revise to
include the information required by Item 505 of Regulation S-B.

Plan of Distribution

10. Please discuss whether the company intends to become a
reporting
issuer in British Columbia.

Directors, Executive Officers, Promoters and Control Persons

11. In describing the business experience of the officer and
directors, please describe the business of each of the companies
mentioned.

Security Ownership of Certain Beneficial Owners and Management

12. We note footnote 3 to the selling shareholder table.  The
three
shareholders named in that footnote own 15% in the aggregate, and
the
table reflects that they have the same address.  Supplementally,
please tell us why they are not reflected as principal
stockholders
or revise the disclosure in this section.

Description of Business

13. We repeat in part our previous comment 25.  We note that
exhibit
10.1, Bill of Sale Absolute, discloses that the price was $1.00.
In
your response you state that the company paid US $10,000 for the
claims.  Please reconcile.  In addition, you state that Mr.
Brock`s
"interest in the claim is fiduciary in nature as he hold the
claims
in trust for the company."  Please explain in detail the rights of
the company and Mr. Brock under the Declaration of Trust and also
with respect to ownership of the mineral claims.  Please include
any
termination rights of either person under the Declaration of
Trust.
We note that in the certain relationships and related
transactions,
you state that "[b]y Declaration of Trust, Mr. Brock declared his
legal ownership to be in name only and subject to the beneficial
ownership of the company."  Please further explain this statement
in
this section.  Also, in this section, please explain if Paul D.
Brock
has any plans not to hold the mineral rights in trust for the
company
or whether the company will ever own the rights.

We note that in risk factor three, you state that "Under British
Columbia mining legislation a foreign corporation cannot hold a
British Columbia mining claim. To avoid the costs of creating a
British Columbia wholly-owned subsidiary to hold title, we decided
to
register the property in the name of our Chief Executive Officer,
Paul D. Brock."  Please explain the validity of the declaration of
trust in light of the prohibition of a foreign corporation holding
a
British Columbia mining claim.  We further note in risk factor
three,
the statement that "[o]ur CEO may convey title to the claims to
third
parties without our knowledge and if a Deed of Transfer is
recorded
before we can register our documents, that third party will have
superior title and we will have no title interest."  Please
explain
this statement in detail.

Recording of the Mineral Claims

14. We note the statement "[i]f we fail to file $6,000 of  work
expenditures with the Province of British Columbia, title to the
mineral claims will lapse and we will have to restake the claims."
Please disclose whether the company will timely make this filing
and
what it means to restake the claims.

Location and Access

15. Please clearly explain whether the only access to the property
is
by helicopter.  If yes, please explain the impact this will have
on
accessing the property.

History and Previous Work

16. Please clarify the statement "after the discovery of
mineralized
float."

Plan of Operations

17. Please update the approximate time frames in the first
milestone.

18. Please describe whether the second milestone is contingent
upon
the completion of the first milestone.

19. We note the statement that "[a]s of February 4, 2005, we had
cash
reserves of $40,189 which we estimate will sustain our minimum
operations for approximately twelve months."  Please reconcile
this
statement with the disclosure that "we will likely have a small
cash
shortfall to complete the payment to our geologist and we plan to
raise up to $25,000 through a private placement of our securities
at
or about that time."

20. Please include a time frame and general plan of operations for
implementing phase two of the work program.

21. Please discuss any costs to renew the mineral claims.

Description of Property

22. Describe only geology, history, or exploration results that
are
directly related to the properties that your company has the right
to
explore or mine.  References to mines and other mineral properties
that exist in the area of the described property may allow
investors
to infer that this property may have commercial mineralization,
because of its proximity.    Remove all references to mines,
adjacent
or analogous properties, deposits, occurrences, or exploration
activities by other companies outside of your properties.

23. The recommended program disclosures repeat earlier prospectus
disclosures.  Please consolidate related disclosures and remove
redundant portions.

24. For the information provided with respect to your property,
please disclose the sources of the information.  If the
information
was drawn from public records, please identify the records and
explain how investors may access such information.

Certain Relationships and Related Transactions

25. In subsection (d), we note the statement "the company acquired
the claims on October 25, 2004 through our Chief Executive
Officer,
Paul D. Brock by way of Bill of Sale."  Please explain how the
company acquired the claim through the Bill of Sale.  In regard to
each, the Bill of Sale and Declaration of Trust, disclose the
person`s interest in the transaction and the amount of such
interest.

Executive Compensation

26. Please describe whether the company intends to compensate any
of
the officers during the current fiscal year.

Financial Statements
General
Consent

27. The staff is concerned about the references in the consent to
note 7 and related disclosures, which appear inappropriate.
Please
explain and revise the consent as appropriate.

Part II
Exhibits

28. Please file on EDGAR an executed copy of exhibit 10.1, Bill of
Absolute Sale.

Signatures

29. Please have the company`s principal financial officer sign in
this capacity.  See Instructions for Signatures on Form SB-2.

Closing Comments

      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 response 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.

      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
for
an informed decision.  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.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Raj Rajan at (202) 942-1941 or Hugh West at
(202) 942-1983 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas
Kluck at (202) 824-5262 or me at (202) 942-2999 with any other
questions.

						Sincerely,

						John Reynolds, Assistant Director
						Office of Emerging Growth Companies

cc:	Thomas J. Deutsch
	Fax (604) 684-0916
??

??

??

??

Fortune Partners, Inc.
March 9, 2005
Page 1

</TEXT>
</DOCUMENT>