SecProbe.io

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

							May 13, 2005

VIA FACSIMILE

Jianping Zhang
AGA Resources, Inc.
141-757 W. Hastings Street, Suite #658
Vancouver, British Columbia
Canada V6C 1A1

Re:	Registration Statement Canada V6C 1A1
	File No.: 333-124181
	Filed: April 20, 2005

Dear Mr. Zhang

      We have reviewed your filings 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.

Summary, page 5

1. Please disclose your date of incorporation and a brief
description
of your mining claim.

2. Please disclose up front that you do not own the claim.

3. Please provide disclosure regarding the following:

* how long you expect to search for gold, and
* what you will do if you do not find gold.

The Offering, page 5

4. Please clarify that proceeds may be $70,000 to $170,000.

Risk Factors, page 6

Our management lacks technical training and experience in mining
operations, page 7

5. Because your business plan contemplates the use of third-
parties
to conduct exploration, please advise us supplementally how this
risk
factor is material.  Please combine this risk factor and the
information in the fifth risk factor since they appear to disclose
similar risks.

Because we are small and do not any ore reserves or much capital,
we
may have to limit our exploration activity, page 8

6. Please elaborate as to why the lack of ore reserves limits your
ability to conduct exploration.

7. Please consider a risk factor that addresses the fact that you
have not allocated any funds to the reclamation of the property
you
plan to explore.

Use of Proceeds, page 9

8. Please reconcile the amount of money designated for accounting
in
the table ($1,500) with the amount listed in Item 25. Other
Expenses
of Issuance and Distribution ($4,000).

Plan of Distribution; Terms of Offering, page 13

9. Please disclose that the persons offering the securities on
your
behalf may be deemed to be underwriters of this offering within
the
meaning of that term as defined in Section 2(11) of the Securities
Act.

10. We note that the officers and directors conducting this
offering
will not register as broker/dealers under Section 15 of the
Securities Act of 1934.  Please disclose whether you will register
as
broker-dealer or issuer-dealer under the state laws of all states
where you are offering these shares and whether such registration
is
required.

11. We note that you have indicated that you may utilize sales
material in promoting the sale of the shares offered pursuant to
this
prospectus.  We remind you of the Section 5 prohibition against
utilizing a prospectus that does not meet the requirements of
Section
10 of the Securities Act.  Supplementally, please confirm your
understanding of this requirement and send us a copy of these
materials for our review.

12. Please disclose more detail regarding the manner in which
these
securities will be offered.  For instance, clarify whether the
responsible individuals will solicit investors through direct
mailings, exclusively through personal contact, and/or investment
meetings.

13. We note that funds will be placed in an interest bearing
account,
and that if you do not receive the minimum within 180 days of the
effective date of this offering or 90 additional days if extended,
then all subscription funds will be returned to investors without
interest.  Please clarify what happens to the interest if the
offering proceeds.  For instance, will the interest be added to
the
subscribers` deposits and applied to the purchase of additional
shares or retained by you as proceeds of the offering?

14. We note that officers and directors will not be able to
purchase
securities in this offering in order to reach the minimum.  Please
clarify whether they may purchase shares.  If so, please confirm,
if
true, that:
* no offers were made prior to the filing of the registration
statement;
* subsequent offers were made only with the prospectus; and
* no funds have or will be committed or paid prior to
effectiveness
of the registration statement.

Business, page 16

15. Please revise the disclosure here and throughout the
prospectus,
including the financial statements, to state clearly that the
claim
is not owned by you.

16. Please remove all references in the document that use the term
"mining", "mining claims," "mining operations," "reserves" or any
term that can imply mineral production, such as "operations."  In
particular, substitute the term "mineral properties" for "mining
properties."

17. Make it clear to investors that even if you complete your
current
exploration program and it is successful in identifying a mineral
deposit, you will have to spend substantial funds on further
drilling
and engineering studies before you will know if you have a
commercially viable mineral deposit, a reserve.  Please also
include
appropriate risk factor disclosure.

18. Clarify here and in the prospectus summary whether your
primary
business will be the development of your single mining claim or
the
further acquisition and possible development of further claims.
It
appears that you intend to use all of the proceeds of this
offering
for the development of your current claim.  In light of your
current
resources and dedication of funds, please explain how you are able
to
afford the acquisition and development of multiple claims and
detail
any plans to raise further capital.

Background, page 16

19. Please disclose whether Mrs. McLeod acquired the mining claim
at
your behest and in furtherance of your business plan.
Additionally,
please disclose whether you provided the money for this
acquisition.

20. Please disclose how Mrs. McLeod came to purchase this
particular
mining claim.  Disclose the party, if any, that approached Mrs.
McLeod or you about purchasing this claim or engaging in this
business plan.

21. Please explain terms such as "fee simple" in terms easily
understood by the average investor.  Explain the consequences to
fee
simple ownership.  For instance, if the fee simple owner has the
right to sell title to the land to a third party, consider a risk
factor addressing this issue.

22. We note your statement that you cannot guarantee that a
commercially viable mineral deposit exists on the property until
further exploration is done and a comprehensive evaluation
concludes
economic and legal feasibility.  Disclose the economic parameters
that need to exist for further exploration and explain what you
mean
by legal feasibility.

Claims, page 18

23. We note that Mrs. McLeod must pay a fee or you must perform
work
on the claim in order to maintain it.  Please disclose whether you
will pay (or reimburse Mrs. McLeod) to maintain the claim.  Also,
please disclose whether you must expend a certain degree of work
on
the claim in order to maintain it.  For instance, must you spend a
certain amount of money in exploration in order to maintain the
claim.

Property Geology, page 21

24. To the extent possible, please describe your property and
plans
in non-technical language.

Mineralization, page 21

25. Please disclose how it was Mr. McLeod observed mineralization
outside your claim.  For instance, did he observe this through on-
site exploration of these areas or solely through reports filed
with
the government of British Columbia.

History of Previous Work, page 21

26. We note that to the best of your knowledge the claim has never
been mined; however, please clarify whether there has ever been
exploration on Mrs. McLeod`s claims.

27. Describe only geology, history, or exploration results that
are
directly related to the properties that you have the right to
explore
or mine.  Remove all references to mines, adjacent or analogous
properties, deposits, occurrences, or exploration activities by
other
companies outside of your properties.

Our Proposed Exploration Program, page 22

28. Please explain exactly what Mr. McLeod did during the five
days
of prospecting.  For instance, disclose the equipment he used and
the
type and amount of mineralization he observe.  Because you state
that
your officers and directors are inexperienced with exploration,
please clarify how you can you be sure that Mr. McLeod identified
relevant mineralization.  If Mr. McLeod referred to any previously
filed reports on the claim, please file those reports as exhibits.

29. Please disclose whether you have any affiliation with
Geoterrex
Limited.  Also, disclose Geoterrex Limited`s background and
credentials.

30. Please disclose whether the exploration consultant will
conduct
the core sampling and what, if any, participation your employees
will
have in the exploration.  Please file all consulting agreements
pursuant to Item 601(b)(10) of Regulation S-B.

31. We note that the breakdown of estimated times and dollars was
made by Mr. McLeod in consultation.  Please disclose with whom Mr.
McLeod consulted in obtaining this information.

32. Please detail the equipment needed for your proposed
exploration
and its costs.

Regulation, page 24

33. We note that the Canadian Mineral Tenure Act and the British
Columbia Mineral Exploration Code set forth various rules and
regulations governing your business plan.  Please provide more
information regarding these requirements, how they impact your
exploration plan, and any expenditures that you may be required to
make to stay in compliance with their provisions.

Management`s Discussion and Analysis or Plan of Operation, page 25

34. You have disclosed in the first paragraph on page 26 that you
will be able to stay in business for one year if you raise at
least
$100,000.  In the second paragraph on page 26, you state that if
you
raise less than the maximum amount, you do not believe it will
last a
year.  These statements appear to be contradictory.  Please
revise.

35. Make it clear to investors that even if you complete your
current
exploration program and it is successful in identifying a mineral
deposit, you will have to spend substantial funds on further
drilling
and engineering studies before you will know if your have a
commercially viable mineral deposit, a reserve.

36. Under SEC Industry Guide 7, the terms "ore," "ores" or "ore
body," "ore bodies" are treated the same as the term "reserve."
Since all deposits are not necessarily reserves, remove the terms
"ore" and "body of ore," from this filing.

37. Please describe the equipment and other infrastructure
facilities
needed to explore this property.  For instance, describe the
source
of power that can be utilized at this property.  Please refer to
Industry Guide 7(b)(1)-(5) for specific guidance.

Liquidity and Capital Resources, page 27

38. You disclosed that you issued 5,000,000 shares of common stock
in
an offering in December 2004.  Your financial statements, notes to
your financial statements, and information in the remainder of the
document reference an offering of 1,000,000 shares of common
stock.
It appears the statement on page 27 is a typographical error.
Please
revise as necessary.

Management, page 28

39. We note that the officers and directors will devote 10% of
their
time to your operations.  Please specify what their duties will
be.

40. Please list your officers` and directors` involvement with
other
mineral exploration companies, including those that became public
companies.  Disclose the current status of those other companies.

41. Please be more specific when describing the nature of Moupic
Electronics Ltd.`s business.  Please see Item 401 of Regulation S-
B.

42. Please expand on your description of Mr. McLeod`s geology
consultancy and business background for the past five years.  For
instance, please disclose the types of clients and exploration he
conducted.  Please see Item 401(a)(4) of Regulation S-B.

Executive Compensation, page 29

43. Please disclose whether you intend to compensate your officers
or
directors from the proceeds of this offering.

Principal Stockholders, page30

44. Please reconcile the information provided in the column
labeled
"Percentage of Ownership After the Offering Assuming all of the
Shares are Sold" with the fact that you will have 3,000,000 shares
of
common stock outstanding after this offering.  It would appear
that
Mr. Zhang would own 30% of all outstanding stock after the
offering,
Mr. McLeod 3.3%, and officers and directors as a group 33.3%,
rather
than the 64.28%, 7.14%, and 71.42% respectively that is currently
listed in the table.

Statement of Changes in Stockholders` Equity, page F-6

45. Your calculation of par value and additional paid-in capital
appear to have been calculated using a par value of $0.0001
opposed
to $0.00001 as stated in your Articles of Incorporation.  Please
revise as necessary.   Please ensure the revised calculations and
stated par value is updated on your balance sheet, notes to the
financial statements, and throughout the remainder of the filing.

Notes to financial statements

Note 1 Nature and Continuance of Operations,  page F-7

46. The information in the third paragraph that the company is
planning to file an SB-2 registration statement to register
2,000,000
shares of common stock for resale by existing shareholders appears
to
be incorrect. Please revise or advise, if otherwise.

Note 2 Summary of Significant Accounting Policies

Comprehensive Loss, page F-10

47. You have disclosed you have no items that represent a
comprehensive loss.  However, your net loss is a component of
comprehensive loss.  Please revise.  Refer to the definition of
comprehensive income in paragraphs 8 and 9 of SFAS 130. In
addition,
please refer to paragraphs 10 and 15 of SFAS 130. An enterprise
that
has no items of other comprehensive income in any period is not
required to report comprehensive income.

Note 5 Related Parties, page F-11

48. You have disclosed on page 8, title to the property on which
you
intend to conduct exploration activities is held by Jacqueline A.
McLeod.  Please expand your disclosure to discuss whether or not
lease payments will be made to Mrs. McLeod and the terms and
conditions of such an arrangement.  If such an arrangement exists,
please also include this information in MD&A the section "Certain
Transactions."

49. You have disclosed on page 8, title to the property on which
you
intend to conduct exploration activities is held by Mrs. McLeod.
Please expand your disclosure to discuss any agreements you have
made
with Mrs. McLeod, verbal or otherwise, whereby she retains a
certain
percentage or ownership of any minerals discovered during your
exploration or will be entitled to a percentage of the revenue
generated from the use of her property.  If such arrangements
exist,
please also include this information in your MD&A and the section
"Certain Transactions."

Exhibit 23.1

50. Each amendment to the registration statement should include a
currently dated consent of the independent registered chartered
accountant. The financial statements should be updated, as
necessary,
to comply with Item 310 of Regulation S-K at the effective date.
We
note the company`s fiscal year end is September 30.

Closing Comments

      As appropriate, please amend your