SecProbe.io

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

Mail Stop 3561

      August 15, 2005

Via U.S. Mail and Fax
Saleem S. Mohamed
President
Maysia Resources Corporation
1600 Beach Avenue
Vancouver, British Columbia
Canada V6G 1Y8

	Re:	Maysia Resources Corporation
		Form SB-2
		Filed July 22, 2005
		File No. 333-126813

Dear Mr. Mohamed:

      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
information so we may better understand your disclosure.  After
reviewing this information, we may 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.

Form SB-2

Prospectus Cover Page, page 3
1. Please revise the legend required by Item 501(a)(7) of
Regulation
S-B to include the statement that any representation to the
contrary
is a criminal offense.
2. Indicate whether you will seek to list or quote the shares on
any
trading market.
3. If you intend to use the prospectus before effectiveness,
please
include the legend required by Item 501(a)(10) of Regulation S-B
and
the corresponding undertakings required by Item 512 of Regulation
S-
B.
4. We note your statement that "Our common stock will be sold by
Saleem S. Mohamed, one of our officers and directors."  Please
revise
to clarify that your common stock will be sold on your behalf by
Mr.
Mohamed.  Also disclose that Mr. Mohamed will not receive any
commissions or proceeds from the offering for selling the shares
on
your behalf.

Use of Proceeds, page 10
5. Please revise so that the offering expense amounts you disclose
here are consistent with those you disclose on page 52.  For
example,
the two tables appear to state different amounts for the SEC
registration fee and for accounting fees.
6. You state that the proceeds you will allocate to paying for
your
SEC filing will increase from $250 if 75% of the shares are sold
to
$2,150 if 100% of the shares are sold.  In addition, you disclose
that your accounting fees will increase from $500 if the minimum
number of shares are sold to $1,500 if 75% of the shares are sold.
Please tell us in response to this comment whether or not you have
an
arrangement with the attorney who prepared your Form SB-2, as well
as
the accounting firm that audited your financial statements, that
provides for a contingency fee, the amount of which varies with
the
success of your minimum/maximum offering.  If part of Mr. Lysiak`s
fee and your accounting firm`s fee is based on the success of the
minimum/maximum offering, please also provide disclosure of that
arrangement as required by Item 509 of Regulation S-B.
7. We note that Mr. McLeod was responsible for identifying and
staking your mineral claim and was paid $4,098 for his services.
We
also note that you state on page 25 that your breakdowns as to
expenses for consultants, drilling, and the hiring of
subcontractors
were made in consultation with Mr. McLeod.  Please confirm in your
response letter that no additional payments were made or are due
to
Mr. McLeod for his services.

Plan of Distribution; Terms of the Offering, page 14
8. Clarify whether subscribers have the right to withdraw their
funds
if you successfully sell the minimum amount, but have not yet
terminated the offering.
9. 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 in the minimum amount of proceeds;
* change to allow sales to affiliates in order to meet the minimum
sales requirement; 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 15
10. We note your statement on page 15 that the penny stock rules
"may
affect the ability of broker/dealers to sell our securities and
also
may affect your ability to resell your shares."  Please revise to
make clear that your common stock will be considered a penny stock
and explain how investors` ability to resell shares will be
adversely
impacted.

Business, page 18

Background, page 18
11. Clarify the Crown`s ability to reclaim the mineral rights to
the
land.  For example, if the company determines that mining for gold
would be successful, is the company guaranteed to keeping 100% of
the
mining rights for the property after one year if it pays the
CND$100
fee?

Management`s Discussion and Analysis or Plan of Operation, page 28

Plan of Operation, page 28
12. We note that if you are successful in discovering gold you
intend
on mining the property instead of selling the mining rights.
Explain
how you intend on trying to "develop the reserves ourselves
through
the use of a consultant."  For example, discuss how you would fund
such a venture and the costs involved in doing so.

Limited Operating History; Need for Additional Capital, page 30
13. It is not clear whether you will need additional funds to
operate
for one year if you receive the minimum amount of proceeds in this
offering.  Please revise to clarify whether you will need to
obtain
additional funds if you sell 1 million shares and less than 2
million
shares in this offering.
14. We note your second risk factor in which you state that none
of
the proceeds from this offering will be used to generate revenues
from mining operations.  Clarify what sources of capital will be
used
to engage a consultant if mining is deemed to be viable.
Item 28. Undertakings, page 54
15. You have correctly provided the undertakings set forth in Item
512(a) of Regulation S-B, but have not included the Rule 415 box
on
the cover page of your registration statement.  Please include the
checked Rule 415 box on the cover page of your registration
statement.  See Interpretation D.36 of the Division of Corporation
Finance Manual of Publicly Available Telephone Interpretations,
found
on the web at http://www.sec.gov/interps/telephone/1997manual.txt.

Exhibits

General
16. Please file the trust agreement between Maysia Resources and
Saleem Mohamed as an exhibit to your Form SB-2.

Exhibit 5.1
17. Counsel states in paragraph 1 that "The Company`s existence
and
form is valid and legal pursuant to the representation above."
Revise the opinion to confirm that counsel has independently
verified
the company`s legal existence and form.

*	*	*	*

      As appropriate, please amend your Form SB-2 in response to
these comments.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please file on EDGAR a cover
letter with your amendment that keys your responses to our
comments
and provides any requested 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 that
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 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 may 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
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.

      Please contact Derek Swanson, Staff Attorney, at (202)551-
3366
or me at (202) 551-3810 with any questions.

								Sincerely,

								Larry Spirgel
								Assistant Director

cc:	Conrad C. Lysiak
	Via Facsimile: (509) 747-1770

??

??

??

??

Saleem S. Mohamed
Maysia Resources Corporation
August 15, 2005
Page 1

</TEXT>
</DOCUMENT>