SecProbe.io

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

Mail Stop 4-7

June 24, 2005

Albert E. Berrow
President
Zone Mining Limited
C202 9801 King George Highway
Surrey, British Columbia
Canada V3T 5H6

Re: 	Zone Mining Limited
Form SB-2
Filed June 2, 2005
File No. 333-125436

Dear Mr. Berrow:

      We have reviewed your filing and have the following
comments.
Please amend the registration statement 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
filings.
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.

Form SB-2

Front Cover of Prospectus

1. We note your statement that "Our common stock will be sold by
our
officers and directors."  Please revise to clarify that your
common
stock will be sold on your behalf by your officers and directors.
Also disclose whether your officers and directors will receive any
commissions or proceeds from the offering for selling the shares
on
your behalf.

2. Indicate whether you will seek to list or quote the shares on
any
trading market.

3. The expenses and proceeds table is difficult to understand.
Consider revising to clarify that the $50,000 and $80,000 are the
gross proceeds, rather than the "offering price," at the minimum
and
maximum amounts in the offering.  Please revise to clarify the
table
so that its meaning is clear from its context.  See Item
501(a)(9)(iv) of Regulation S-B.

4. We note your statement that "Neither the Securities and
Exchange
Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus
is
truthful or complete. It`s illegal to tell you otherwise."  Please
revise to clarify that any representation as to approval or
disapproval is a criminal offense.  Consider using one of the
examples in Item 501(a)(7) of Regulation S-B.

5. If you intend to use the prospectus before effectiveness,
please
include the legend required by Item 501(a)(10) of Regulation S-B.

Summary of our Offering, page 5

6. Please revise the second paragraph to highlight very briefly,
as
you explain elsewhere, that:

* There is substantial doubt that you can continue as an ongoing
business for the next twelve months and you will have to suspend
or
cease operations within the next twelve months unless you raise at
least the minimum amount in this offering.
* You have no plans for revenue generation and you will not
generate
revenue as a result of this offering.
* In all probability the property does not contain any mineral
reserves and therefore, any investment in this offering will
probably
be lost.
* At present, you have no employees and only three officers and
directors, who plan to devote only four hours per week to the
company.
* There will be no trading market for the shares being offered.

Risk Factors, page 6

Because title to the property is held in the name of another ...,
page 8

7. Please revise to explain more clearly the nature of your
interest
in the property and that of Gold Explorations, LLC.  Your current
disclosure in this risk factor suggests that Gold Explorations may
transfer the property and that if they do, you will have no rights
regarding the land, including exploration rights.  Your disclosure
at
page 15 suggests that you have the right to explore, regardless of
whether Gold Exploration transfers title to the land.  However,
your
disclosure in Note 3 to the financial statements indicates that on
March 31, 2005, Gold Exploration transferred 100% interest in the
mineral claims on the property to one of your directors in trust
for
the company.  Please revise throughout the prospectus to clarify
the
nature of your rights and those of Gold Exploration in the
property.
For example, clarify whether or not you have the right to extract
any
mineral deposits you may find.

Use of Proceeds, page 8

8. Please revise the column headings in the use of proceeds table
to
refer to the number of shares that may be sold rather than the
gross
proceeds.  In addition, label the columns to identify which number
represents the minimum and the maximum number of shares that may
be
sold.

9. Please revise so that the offering expense amounts you disclose
here are consistent with those you disclose on page 44.  For
example,
the two tables appear to state different amounts for the SEC
registration fee and for accounting fees.

10. Please disclose whether you will use any of the offering
proceeds
to repay the loan from Mr. Berrow.

Plan of Distribution, page 12

11. Clarify whether subscribers have the right to withdraw their
funds if you successfully sell the minimum amount, but have not
yet
terminated the offering.

12. State whether the company`s officers, directors, affiliates,
or
anyone involved in the marketing of the units reserve the right to
purchase units in order to reach the minimum sales threshold.

13. Please state clearly that changes in the material terms of the
offering after the effective date of the registration statement
would
terminate the original offer and subscribers would then be
entitled
to a refund of their money.  Material changes include the
following:

* extension of the offering period beyond the disclosed time
frame;
* change in the offering price;
* change in the minimum sales requirement;
* change to allow sales to affiliates in order to meet the minimum
sales requirement;
* change in the amount of proceeds necessary to release the
proceeds
held in escrow; and
* change in the application of proceeds.

If the changes above occur, any new offering may be made by means
of
a post-effective amendment.

Section 15(g) of the Exchange Act - Penny Stock Disclosure, page
13

14. We note your statement on page 14 that "the penny stock rules
may
affect your ability to resell your shares."  Please revise to
explain
how investors` ability to resell shares may be impacted positively
or
adversely.  Also consider adding risk factor disclosure briefly
explaining how the penny stock rules may make it more difficult
for
investors to resell their shares.

Offering Period and Expiration Date, page 14

15. Clarify under what circumstances the offering may be
terminated
in your sole discretion.

Business, page 15

Background, page 15

16. In the third paragraph of this subsection, you state, "This is
in
accordance with US Mining Law."  Please explain to what you are
referring.

Property Geology, page 18

17. Please disclose your bases for the following statements:

* your statement that the veins are "gold bearing;"
* "The east zone is one of our highest priorities, with high gold,
arsenic, lead and zinc values;" and
* "The north zone, a recent discovery has returned the highest
precious metal values to date, ore grade gold and silver."

If your support is based upon reports or other information you
have
received, provide us with copies of the supporting materials with
your response letter that are marked to show  where the materials
support each statement.

Revise to clarify what you mean by "values."  State more clearly
whether or not these "zones" are the areas in which you will
conduct
exploration.  Also revise to clarify why you emphasize the
presence
of arsenic here, but not in the list at the bottom of page 23,
which
seems to have been prepared by Mr. Karolyi.  That list also
appears
in Exhibit 10.1.

18. Additionally, since Mr. Karolyi prepared a report specifically
for you, on which you base portions of your disclosure, please
file a
consent from Mr. Karolyi.  See Rule 436 under the Securities Act
and
Item 601(b)(23) of Regulation S-B.

Supplies, page 19

19. Please revise to clarify, in everyday language and greater
detail, what you mean by "Gold Exploration LLC will supervise the
exploration for the Leasee."  Revise elsewhere as appropriate to
clarify what services and resources Gold Exploration will provide
to
you.  Similarly revise to clarify statements throughout your
Business
discussion such as:

* "Mr. Berrow, after confirming with the owner, will determine if
and
when drilling will occur on the property."  Clarify who the owner
is,
what type of confirmation you anticipate and whether you will need
any approvals to proceed with drilling.
* "[W]e have a piece of raw land and we intend to look for
mineralized material."  Clarify your rights to the property and
explain in everyday terms what type of "mineralized material" you
will look for.

Regulations, page 21

20. Please revise to provide more specific detail regarding
government regulation of your current and proposed operations.

Management`s Discussion and Analysis or Plan of Operation, page 22

Plan of Operation, page 22

21. We note your statement at the bottom of page 23 that "The soil
and rock chip samples will be collected and analysed for au, ag,
cu,
pb, and zn."  Please revise to state the names of these minerals.

Liquidity and Capital Resources, page 24

22. We note your statement that "Mr. Berrow has agreed to advance
funds as needed until the public offering is completed or failed
and
has agreed to pay the cost of reclamation of the property."
Disclose
the amount of reclamation costs you anticipate, if known.  Please
file any written agreements to this effect as exhibits or clearly
state that there are none.  Also, revise your statement at the
bottom
of page 21 that you "have not allocated any funds for the
reclamation
of the property" so that the disclosure is consistent.

Management, page 25

Background of Officers and Directors, page 26

23. In the background description of Mr. Hurst, you state that
Patriot Energy Corporation was a public company.  Please explain
what
you mean by "public."  Our records do not show that Patriot Energy
Corporation or Healing Hand Network International Corp. were
reporting companies with the SEC.

Conflicts of Interest, page 26

24. Please revise to disclose more clearly the nature of these
conflicts of interest.  For example, state clearly whether or not
your officers and directors work for businesses or entities with
interests that may be adverse to those of this company.

Financial Statements

Report of Independent Registered Public Accounting Firm, page F-1

25. The PCAOB website has a registered firm with the same name as
your accounting firm but the city is shown as Surrey, B.C.  Please
correct the city in the report if this is the same firm.

Balance Sheet as at March 31, 2005, page F-2

26. Tell us why you have a classification on your Balance Sheet
entitled Going Concern.

27. Tell us your consideration of EITF Issue No. 04-2 regarding
the
capitalization of the mineral rights here and in Note 2(e).

Notes to Financial Statements

Note 3.  Mineral Property Costs, page F-11

28. The Exploration Lease Agreement that you have filed as an
exhibit
is dated April 18, 2005 and is between you and Gold Explorations,
LLC.  Tell us why the disclosure in this note regarding the date
of
the agreement differs from the exhibit.  Tell us why the interest
was
transferred to your officer and director in trust for you.

29. Furthermore, the agreement states that you have the right to
prospect, explore, test, develop and work the property but it does
not disclose your rights to compensation if minerals are
discovered.
Please expand your disclosure regarding these rights.

Note 5.  Due to Related Party, page F-12

30. Tell us why the obligation to the related party on your
balance
sheet is for $15,000 when this note states that the related party
loaned $25,000.

Note 6.  Commitments, page F-12

31. If $15,000 was advanced to your attorney, it is not held in
trust
and you should have reflected a prepaid asset.  Please revise your
disclosure to properly reflect the transaction.

Signatures

32. Please have your controller or principal accounting officer
sign
the registration statement.  If one of the officers who has signed
the registration statement holds that position, please revise to
reflect that title.

Exhibit 5.1 - Legality Opinion

33. We note that counsel has stated several "conclusions" in this
exhibit.  It is unclear, however, whether it is counsel`s
"opinion"
that the shares, when issued, will be legally issued, duly
authorized, fully paid and non-assessable.  Please have counsel
revise to opine clearly on these matters.

34. We note the statement in paragraph 1 that "The Company`s
existence and form is valid and legal pursuant to the
representation
above."  This statement suggests that counsel has assumed and not
independently verified the company`s legal existence and form.
These
assumptions appear to be inappropriate because they assume away a
significant component of counsel`s conclusion that the shares will
be
legally issued, fully paid, and nonassessable and because counsel
is
in a better position than investors to verify the facts underlying
these assumptions.  Please have counsel revise to remove these
assumptions or advise us in your response letter why they are
appropriate.

35. We note the statements in paragraph 2 that "The common stock
to
be sold under this Form SB-2 Registration Statement is likewise
legal
under the laws of the State of Nevada" and "when such stock is
issued
it will be duly authorized, fully paid for and non-assessable."
It
is not clear whether counsel is opining that the shares will be
legally issued.  Please have counsel revise to clarify, if true,
that
the stock to be sold pursuant to this registration statement will
be,
when issued, legally issued, duly authorized, fully paid and non-
assessable.

Exhibit 99.1 - Subscription Agreement

36. The form of subscription agreement indicates a price of $0.10
per
share.  However, the prospectus indicates that the price will be
$0.02 per share.  Please revise to resolve this inconsistency.

*   *   *   *   *

      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 response
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Please submit
the
response letter on EDGAR as correspondence.  Detailed response
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
a