SecProbe.io

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MAIL STOP 3561

      July 27, 2005

Mr. Richard A. Stratton
Chief Executive Officer
Cold Spring Capital Inc.
51 Locust Avenue
Suite 302
New Canaan, Connecticut  06840

Re:	Cold Spring Capital Inc.
		Registration Statement on Form S-1
      Filed June 16, 2005
		File No. 333-125873

Dear Mr. Stratton:

      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. Please furnish supplementally a statement as to whether or not
the
amount of compensation to be allowed or paid to the underwriters
has
been cleared with the NASD.  Prior to the effectiveness of this
registration statement, the staff requests that we be provided
with a
copy of the letter informing that the NASD has no objections.

2. Prior to effectiveness of this registration statement, please
confirm supplementally that you have satisfied the AMEX listing
criteria and provide us with a copy of the application approval
letter.  In addition, please include the required disclosure
concerning compliance with AMEX listing standards and applicable
Commission rules and regulations, including but not limited to
identification of independent board members, identity of required
board committee members, etc.
3. We note that your initial business combination must have a fair
market value of at least 80% of your net assets at the time of
acquisition.  Please clarify throughout that there is no
limitation
on your ability to raise funds privately or through loans that
would
allow you to acquire a company or portfolio with a fair market
value
in excess of 80% of your net assets at the time of acquisition.
Disclose as well whether any such financing arrangements have been
entered into or contemplated with any third parties.  In this
regard,
reference is made to the summary section where you indicate that
you
expect to use debt to finance a portion of the purchase price of
an
acquisition.  Please disclose the basis for this statement, the
portion of the purchase price that will be paid with such
financing,
possible sources of the debt, and the rationale for raising funds
in
this offering that you currently deem insufficient to consummate
your
business plan.
4. We note your disclosure concerning the ability of the company
to
enter into multiple combination transactions while still meeting
the
80% of net assets test.  Please provide additional disclosure to
discuss the special issues and concerns that would arise in
attempting to consummate the acquisition of several operating
businesses at the same time.
5. We note the structure of this offering and its similarity to
numerous blank check offerings underwritten on a firm commitment
basis that recently have been registered with the Commission.
With a
view toward disclosure, identify for us supplementally the names
of
the companies that have registered or are seeking to register
blank
check offerings underwritten on a firm commitment basis in which
an
officer, director, affiliate, underwriter or attorney for any of
the
above have been involved; the Securities Act Form the companies`
filed on; if applicable, the date of effectiveness; and, the
status
of the offering thus far.  In this regard, tell us the amount
escrowed to date and whether the blank checks have engaged in the
desired business combination outlined in the prospectus.  To
assist
the staff in this regard, please present the information in a
tabular
format.
6. Provide disclosure with respect to the conversion rights to
discuss the relative benefits and financial advantages to
utilization
of such feature between the existing stockholders and the public
stockholders.  This disclosure should include, in part, an
analysis
and comparison of the financial consequences of the exercise of
the
conversion right when exercised by an existing stockholder as
compared to a public stockholder.  We may have further comment.

Prospectus Cover Page
7. Disclose the factors which Ferris Baker Watts will consider in
its
determination whether to allow for separate trading of the common
stock and the warrants prior to the 90th day after the date of the
prospectus.

Table of Contents
8. The legends beneath the table of contents should be relocated
or
deleted.  In addition, with respect to the legend regarding
industry
data, trends and forecasts, please provide cites to this data and
whether it is available at no charge or for a de minimis payment.

Prospectus Summary
9. Please explain or define "portfolio of financial assets" and
"real
estate assets that will generate financial assets."
10. You state both here and in risk factor 17 that it is
"possible"
you will have the ability to effect only a single business
combination.  Reconcile this with disclosure in the Business
section
where you state it is "probable" that you will have the ability to
effect only a single business combination.
11. We note your disclosure on the prospectus cover page and
elsewhere disclosing the current state of considerations and
discussions concerning a business combination involving the
company.
We also note your disclosure in the Summary and elsewhere that
through your management, you believe that you have extensive
contacts
and sources available from which to generate acquisition
opportunities.  Please expand such disclosure to address whether
or
not the company has identified or been provided with the identity
of,
or had any direct or indirect contact with, potential acquisition
candidates.  In addition, if management, the directors, or any
affiliate, agent or other representative of any of the company,
directors, or management has already taken direct or indirect
measures to locate a target business, or unaffiliated sources have
approached you with possible candidates, you must disclose this
information or advise us supplementally.  Please note that we are
not
asking simply whether a potential business combination candidate
has
been "selected," but are looking more to the type, nature and
results
to date of any and all diligence, discussions, negotiations and/or
other similar activities undertaken, whether directly by the
company
or an affiliate thereof, or by an unrelated third party, with
respect
to one or more specific business combination transactions
involving
the company, or merely general considerations as to the company
and a
business combination transaction.  In providing such disclosure,
please make every effort to be complete and thorough in your
discussion to ensure that all possible persons or entities,
activities and circumstances for which we are seeking disclosure
are
covered by such disclosure.  Please note that the inclusion of
incomplete, qualified, or limited disclosure is likely to result
in
additional comment.  Please see Instruction 6 to Item 504 of
Regulation S-K.
12. Clarify that the "Current Report on Form 8-K..." will be filed
with the Securities & Exchange Commission and whether it will be
distributed to unit holders.
13. Please note, here or in another appropriate place, whether the
company plans to amend its 8-K filing to provide an audited
balance
sheet to reflect the exercise of the over-allotment option if such
exercise does not take place prior to the filing of the 8-K to
reflect the consummation of the offering.
14. Briefly discuss the "certain limited exceptions" pursuant to
which the existing stockholder shares will be released from escrow
prior to the three-year period provided for in the agreement.

Risk Factors, page 8
15. Revise risk factor three to clarify that in addition to your
not
having approached any prospective targets, you also have not been
approached by any prospective targets.
16. Reference is made to the non-compete agreements in risk factor
four.  Please explain what is contemplated by the language:
"ceases
to be actively engaged in the management of the entities`
businesses."  We are not clear how Mr. Stratton can both serve as
the
company`s CEO and Chairman and also satisfy the non-compete
agreements, at least with respect to the quoted language.  In
addition, identify the entities concerned and disclose the number
of
hours and percentage of time per week that your officers and
directors will contribute to company business.  File the non-
compete
agreements as exhibits.
17. Reference is made to risk factor five.  Please identify RFC.
Please also affirmatively state RFL`s business.  In this regard,
we
are confused by the statement "Mr. Stratton believes...."
18. Reference is made to risk factor six. Since it appears that an
event of default will exist if Mr. Stratton ceases to be actively
engaged in the management of RFC`s and RFL`s businesses, then it
would appear Mr. Stratton must resign upon consummation of an
initial
transaction.  Therefore, we are confused by the language in risk
factor six which states your current officers and directors may
resign.  Please advise.  To the extent your key officers and
directors might remain, please identify those persons and describe
the capacities in which they might serve.  Provide detailed
disclosure in the Business section regarding this matter.  State
how
this will be determined and whether this will be a term of the
business combination agreement.
19. Please identify the officers and directors that you refer to
in
risk factor eight.  In addition, affirmatively state whether any
of
your officers, directors, or affiliates of the same have ever been
associated with blank check companies.  In doing so, delete risk
factor 19, which appears to provide redundant disclosure.

20. Please provide the basis for your statement in risk factor 18
that audited financials may not be required or available in the
case
of an acquisition of a portfolio of financial assets or of real
estate assets.
21. Please provide the basis for your belief in risk factor 20
that
there are numerous potential targets that you could acquire with
the
net proceeds of this offering.
22. Reference is made to risk factor 21 where you state:  "If
additional financing is required, we may be unable to...."  We are
confused by this statement given disclosure in the summary where
you
state that you expect to use debt financing to finance a portion
of
the purchase price.  We are also confused by the statement that
you
believe that the net proceeds of this offering will be sufficient
to
allow you to consummate a business combination.  If that is the
case,
please explain why you expect to use debt financing to finance a
portion of the purchase price.
23. Please discuss separately and under distinct headings the
risks
related to (1) consumer/commercial financing company and (2) real
estate industries.
24. The following risk factors are generic and do not adequately
address the specific and material risks posed to investors in this
offering and the company: 15, 23, 25, 26, 28, 39 and 40.  Please
revise the subheading and narratives.
25. Please add a separate risk factor to address the number of
"blank
check firm commitment" offerings currently in the market place,
disclose the number of such transactions which have found business
combination candidates and have consummated such transactions,
respectively, and the impact competition by such entities could
have
on your ability to locate a target and successfully complete a
business combination.  In addition, please address the aggregate
amount of offering proceeds that currently sit in escrow.
26. In risk factor 22, clarify by disclosing the "certain
conditions"
to which the initial stockholder`s obligation to purchase warrants
in
the after market is subject.

Forward-Looking Statements, page 23
27. We note your statement that "[w]e undertake no obligation to
update or revise any forward-looking statements...."  If new
information or certain events arise that would make your current
forward-looking statements materially misleading, you would need
to
update your disclosure as required by federal securities law.
Please
revise your disclosure accordingly.

Use of Proceeds, page 24
28. We note that you have allocated $300,000 towards due diligence
of
prospective target companies.  Considering that current management
will not devote a set amount of time to your endeavors, please
revise
to discuss how due diligence will be performed and who will
perform
it.
29. You disclose in a footnote that the use of net proceeds not
held
in trust are estimates only and that actual expenditures may
differ
materially.  Please note that while you may reserve the right to
change the use of proceeds, such reservation must be due to
certain
contingencies that are discussed specifically and the alternatives
to
such use in that event are indicated.  See Instruction 7 to Item
504
of Regulation S-K.
30. Please clarify whether the funds not held in trust could be
used
as a down payment or a lockup in a proposed business combination.
To
the extent they can, explain how ongoing expenses will be
satisfied
and include appropriate line item disclosure in this section
identifying such use.  In addition, to the extent the funds not
held
in trust could be used for such purpose, the summary and risk
factor
disclosure should make clear that in the event of a breach by the
company, these funds would be forfeited, the company would no
longer
be able to conduct due diligence or other similar operations
without
additional financing, and that without additional financing,
investors could lose their entire investment from the outset since
the company would no longer have funds with which to conduct its
search.

Dilution, page 26
31. Please reconcile the disclosure on page 26 of net tangible
book
value of $(0.01) per share as of June 13, 2005, given the 200
shares
of common stock reported as outstanding in the financial
statements.

Capitalization, page 29
32. Please include the $100,000 in advances payable to two
stockholders in the capitalization table.  We note that these
advances will be repaid with offering proceeds.  See Note 4 to the
financial statements
Proposed Business, page 32
33. Elaborate here, in the Summary and elsewhere as appropriate,
on
your discussion of the desired attributes as to acquisition
candidates to specifically discuss the attributes and criteria, if
those attributes and criteria have been established, to be focused
upon by the company as well as the rationale and logic behind the
attributes and criteria selected (e.g., desired and/or required
ranges of annual revenues, EBITDA, net income, etc.).
34. In the paragraph under the heading "We have not identified a
target business," and elsewhere in the prospectus as appropriate,
expand your discussion concerning potential business combination
candidates to specify for each identified segment, the number of
segment participants that qualify as potential combination
candidates
given the company`s established criteria, and identify such
candidates by name and provide relevant information (both
financial
and narrative) concerning such entities.  We may have further
comment.
35. In the paragraph under the heading "Sources of target
businesses," we note the disclosure that you may engage the
se