SecProbe.io

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Mail Stop 3561
      August 19, 2005

Adam Gatto
President
Barossa Coffee Company, Inc.
311 S. State, Suite 460
Salt Lake City, Utah 84111

      Re:	Barossa Coffee Company, Inc.
		Amendment No. 2 to Registration Statement on Form SB-2
		Filed August 16, 2005
		File No. 333-126514

Dear Mr. Gatto:

	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.
After reviewing this information, we may or may not raise
additional
comments.  Feel free to call us at the telephone numbers listed at
the end of this letter.

Management`s Discussion and Analysis, page 11
1. Please refer to comment 11 in our letter dated August 4, 2005.
On
page 12 you only discuss the significance of the doubt as to your
ability to continue as a going concern and your resultant need to
raise funds to commence operations.  Please disclose clearly the
duration of time you can satisfy your cash requirements and
whether
you will have to raise additional funds in the next twelve months
even if you sell all 400,000 shares in this offering.  In
addition,
discuss in reasonable detail and with specificity, any known
trends,
events or uncertainties that are reasonably likely to have a
material
effect on your short-term and long-term liquidity, net sales,
revenues, or income from continuing operations.  If you do not
know
any such trends, events or uncertainties, confirm so in your
response
letter.  See Item 303 of Regulation S-B.
Business, page 12
2. Please refer to comment 12 in our letter dated August 4, 2005.
Please provide a reasonable estimate of the minimum dollar amount
you
must obtain to commence operations and continue them for at least
one
year.  We reissue the comment.

Plan of Distribution, page 21
3. Please refer to comment 17 in our letter dated August 4, 2005.
As
there is no established public market for the common stock you are
registering, you need to disclose the factors that were considered
in
determining the offering price.  However, since you have
determined
the offering price arbitrarily, please disclose to that effect in
this section.
Independent Accountant`s Consent
4. It appears you have not included a consent letter from your
independent auditor in the Form SB-2/A filed August 16, 2005.
Please
amend your filing to include an updated, signed consent.

* * * * *

      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 the filing includes all information required under
the
Securities Act of 1933 and they have provided all information
investors require for an informed investment 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.

      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
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.

	You may contact David DiGiacomo, Staff Accountant, at (202)
551-
3319, or George Ohsiek, Accounting Branch Chief, at (202) 551-3843
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Pradip Bhaumik, Attorney-Advisor,
at
(202) 551-3333, or me at (202) 551-3720 with any other questions.

      Sincerely,

      H. Christopher Owings
      Assistant Director

cc:	Van L. Butler, Esq.
	Thomas G. Kimble & Associates
	Fax:  (801) 359-6603

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Adam Gatto
Barossa Coffee Company, Inc.
August 19, 2005
Page 1

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