SecProbe.io

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      March 10, 2005

Mail Stop 0408

By U.S. Mail and facsimile to (604) 269-6622

Mr. Xuxin Shao
Brownsville Company
23227 Dogwood Avenue
Maple Ridge, British Columbia
Canada  V2X 4S4

Re:	Brownsville Company
	Form SB-2 filed February 11, 2005
	File No. 333-122720

Dear Mr. Shao:

	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.

      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 any other aspect of our review.  Feel free
to
call us at the telephone numbers listed at the end of this letter.

General

1. Please explain in the prospectus how the selling shareholders
obtained their shares and state the price(s) they paid.

2. Please note the updating requirements of Item 310(g) of
Regulation
S-B when you file your next amendment to the registration
statement.

3. Please include an updated and signed accountants` consent in
any
pre-filing amendments.

Front Cover of Prospectus

4. Please reconcile the pricing information with the information
found within the prospectus.

5. Please correct the information in the table.

Summary

6. Please provide a summary that summarizes the information in the
prospectus, including a description of the business.

Selected Financial Data - page 5

7. Please revise to include the financial data for all items
presented in the table.

Risk Factors - general

Risks Associated with Brownsville Company - page 6

8. Please include a risk factor describing the risks associated
with
Canadian legal jurisdiction.  Include a brief paragraph describing
the differences in Canadian law that may have an impact on
investors
(for example: taxes, the minimum wage, etc which may effect the
corporation`s profitability, bankruptcy procedures and asset
seizure).

9. Please include a risk factor discussing the corporate
governance
implications of having only 2 directors on the board and the
majority
shareholder positions of Mr. Shao and Mr. Chen.

10. Please include a risk factor discussing the amount of time
that
Mr. Shao will devote to the business, as its sole executive
officer,
given his other professional commitments.

11. Please include a risk factor disclosing your lack of insurance
and the implications that could have on investors.

Plan of Distribution - page 7

12. Please state that the selling shareholders may be deemed
underwriters.

Business: Revenue - page 11

13. Please include more detail in this section regarding the
general
and administration expenses which contributed to your net loss
(specifically, the management and consulting fees included in your
statement of operations on page F-3).

14. Please revise to describe all services and products from which
you earn revenues and separately disclose revenues from your
marina
operations and convenience store operations.

Employees - page 12

15. We note that you employ seven persons on a full time basis but
do
not note any payroll expenses in your statement of operations.
Supplementally tell us and revise the MD&A to disclose how you
compensate your employees and how you account for the
compensation,
if any.

Management`s Discussion and Analysis of Financial Condition and
Plan
of Operations

General

16. In accordance with Item 303 of Regulation S-B and SEC Release
Number 34-48960, please provide more detail regarding the business
plan and strategy of Brownsville Company.  Please discuss your
plan
to reach "breakeven."

Plan Of Operation for the Next Twelve Months - page 13

17. Please revise to fully describe your plan of operation for the
next twelve months.  For example, disclose whether or not you
intend
on opening new stores or entering a new business.  In your
revision,
be sure to include discussion of how long the Company will be able
to
satisfy its cash requirements and if there are any expected
significant purchases of equipment or other assets.  Refer to Item
303(a) of Regulation S-B.

Critical Accounting Policies and Estimates - page 13

General

18. We note you have included accounting policies for intangible
assets and stock based compensation in this section. Please tell
us
supplementally why you consider these accounting policies critical
to
the Company or revise to remove from this section and Note 2 to
the
financial statements if also not considered significant.

Revenue Recognition - page 13

19. Given the fact that you are generating revenues, please
supplementally tell us how you determined the Company was in a
development stage as of September 30, 2004.  Tell us how you
considered the guidance in paragraphs 8 and 9 of SFAS 7 in
reaching
this determination.

20. Supplementally tell us and revise to clarify your statements
in
the last paragraph on page 13.  Specifically address the
following:

* We are unclear why you indicate that the company is "also"
continuing to operate its marina/boat launch and convenience
store.
It appears to us that this is your primary business;
* We are also unclear why you describe these activities as "cost
recoveries", as it does not appear to describe how you recognize
revenue from the store and marina operations.

Acquisition of Assets - page 14

21. Please revise to clearly disclose here and in Note 7 to the
financial statements how you accounted for the purchase of assets
from Fraser River Metal Deposit, Inc.  Describe how you valued the
consideration received and shares issued.

22. Supplementally tell us how you determined that this non-
monetary
exchange of assets for shares of your common stock did not
represent
the purchase of a business, considering the guidance in EITF 98-3,
and that disclosures under SFAS 141 were not required.

Results of Operations - page 14

23. Please revise to clarify that the reported revenues were
generated after your purchase of assets from Fraser River Metal
Deposit, Inc. on March 31, 2004.

Description of Securities - page 21

Non-cumulative voting

24. In the last sentence of this section, you state that "after
this
offering is completed, assuming the sale of all of the shares of
common stock, present stockholders will own approximately 58.3% of
[your] outstanding shares."  However, you are registering 100% of
the
outstanding stock of Brownsville for resale and according to the
table on page 19, no shareholder will own any stock after this
offering.  Please reconcile this disclosure.

FINANCIAL STATEMENTS

General

25. Please revise to disclose in your notes to the financial
statements all related party transactions and relationships. Refer
to
paragraph 2 of FASB No. 57.

Report of Independent Registered Public Accounting Firm

26. Please supplementally tell us why you are referred to as "an
Exploration Stage Company" in the audit report.  This term is
typically used in conjunction with filers who are engaged or are
to
be engaged in significant mining operations (refer to Industry
Guide
7). Please revise as necessary.

27. You state on page 6 that your auditors have issued a going
concern opinion.  However, this report fails to include such an
opinion.  Please reconcile your disclosure.

Balance Sheet - page F-2

28. Please revise to disclose what the accounts receivable balance
represents. Given that you have retail operations one would expect
you to not have any receivables.

Statement of Stockholders` Equity - page F-6

29. Please revise this statement to move the label of "September
30,
2004" to the total stockholders` equity amount that matches the
balance sheet.

30. In the last sentence of Note 1, you disclose that your
statement
of operations includes sales and related costs from March 31,
2004,
the date of purchase of assets from Fraser River Metals Depot,
Inc.,
to September 30, 2004. This would indicate that you consummated
the
purchase on March 31, 2004. Given that clause 4 of the Asset
Purchase
Agreement requires you to deliver 250,000 shares of common stock
at
closing, supplementally tell us and revise Note 7 to disclose:

* Why you present an Obligation to issue shares for assets
acquired
as opposed to issued shares; and
* How you determine the value of the 250,000 shares to be $25,000.

Note 1 - Business Operations - page F-7

31. Please revise to describe the nature of the Company`s
operations.

Note 2. Summary of Significant Accounting Policies - page F-7

General

32. Please revise to include your accounting policies for accounts
receivable and inventory.

33. Supplementally tell us why you have included an accounting
policy
relating to translation of foreign currency when both your
functional
currency and reporting currency is the US Dollar.

34. Supplementally tell us and revise to disclose where in the
statement of stockholders` equity you report gains and losses
relating to translation of currency as that is not apparent in the
statement.

35. Please revise to disclose how you determined that your
functional
currency is the US Dollar.

36. We note your disclosure of your policy for stock-based
compensation.  Since it appears that you do not have any stock-
based
compensation arrangements, please revise to remove this policy or
describe when you plan to implement a stock-based compensation
arrangement.

Note 6.  Segment Reporting - page F-10

37. Please supplementally tell us and revise to disclose how you
determined the two reportable segments.  We are unclear as to why
you
have a U.S. operating segment when you have only have one store
operating in Canada which represents all operations.

Note 7.  Fraser River Metals Depot Inc.

38. Please revise to disclose the amount of your lease payment to
Fraser River Metals Depot Inc. and clarify where this amount is
presented on your statement of operations.

Exhibit 5.1 - Legal Opinion of Conrad Lysiak

39. Please correct the par value of the shares.

40. Please revise the second sentence of the third paragraph.

41. Please explain why you are opining to the legality of the
organization of the company under Nevada law as far as the "laws
of
British Columbia and Canada is concerned."

42. You can limit reliance on your opinion with respect to
purpose,
but not person.  Please revise.
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 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.

      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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging 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 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
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 Heather Schimkaitis at (202) 824-5342 or
Amit
Pande at (202) 942-2952 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Kathryn
McHale at (202) 824-5538 or me at (202) 942-1874 with any other
questions.

						Sincerely,

						Mark Webb
						Legal Branch Chief

cc:	Conrad C. Lysiak, Esq.
	601 West First Avenue
	Suite 503
	Spokane, WA 99201
	Facsimile: 509-747-1770

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