SecProbe.io

MAIL STOP 3561
December 12, 2005

Mr. Balwant Grewal
President, Chief Executive Officer and Director
Dhanoa Minerals Ltd.
250 Wellington Street West
Suite 639
Toronto, Ontario  M5V 3P6
Canada

Re: Dhanoa Minerals Ltd.
Registration Statement on Form SB-2
Filed November 21, 2005
File No. 333-129864

Dear Mr. Grewal:

We have limited our review of your filing to those issues we have addressed in
our 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Financial Statements

Balance Sheet, F-4

We note you capitalized $4,000 in connection with the purchase of mineral rights for the Close Allies Property.  Please note, the recoverability of capitalized acquisition costs of
mineral rights is presumed to be insupportable under SFAS 144 prior to determining the
existence of a commercially minable deposit, as contemplated by Industry Guide 7, for a mining company in the exploration stage.  Accordingly, it would appear that the financial

Balwant Grewal
Dhanoa Minerals Ltd.
December 12, 2005
Page 2

statements need to be revised to expense the capitalized costs of acquiring the mineral
rights.  Please revise your financial statements and policy note accordingly.

Notes to Financial Statements

General

We note your headquarters and principal operations are located in Canada.  Please disclose the reporting currency on the face of the financial statements.  Also, provide
a note that discloses your functional cu rrency, if different from your reporting
currency, describe how you apply SFAS 52 and discuss the transaction(s) that
resulted in your foreign currency transaction gain.

Other Regulatory

Please provide a current consent of the independent accountants in any amendment to the registration statement.

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 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 filing to be certain that the filing includes all information required under the Securities Act of 1933 and that 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.

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

Balwant Grewal
Dhanoa Minerals Ltd.
December 12, 2005
Page 3

‚ the company may not assert staff comments and the declaration of effectiveness 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 Di vision 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 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 Brian K. Bhandari, Staff Accountant, at (202) 551-3390 or
Hugh West, Branch Chief, at (202) 551-3872 if you have questions regarding comments
on the financial statements and related matters.

   Sincerely,

   John Reynolds
   Assistant Director
      Office of Emerging Growth Companies