SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

     DIVISION OF
CORPORATION FINANCE

October 23, 2009

Ms. Lynn Briggs Chief Executive Officer Saguaro Resources, Inc. 71 The Mead Darlington, Durham DL1 1EU United Kingdom
Re: Saguaro Resources, Inc.  Registration Statement on Form S-1  Filed September 28, 2009  File No. 333-162168
 Dear Ms. Briggs:

We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your registra tion statement in response to these comments.  If you disagree,
we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detaile d as necessary in your explan ation.  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 ove rall disclosure in your filing.
We look forward to working with you in these respects.  We welcome any questions you might
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.  General

 1. Provide complete responses, and where disclosu re has changed, indicate precisely where in
the marked version of the amendment you file we will find your responsive changes.  To
the extent comments on one section apply to similar disclosure elsewhere, please make
corresponding revisions to all affected areas.  Further, please provide updated disclosure
with each amendment.  This will minimize the need for us to repeat similar comments.
2. Please remove the technical report attached as  Exhibit 99.1 to your filing.  Industry Guide 7
specifically prohibits technical  studies being attached to or included in registration
statements.

Ms. Lynn Briggs
Saguaro Resources, Inc.
October 23, 2009 Page 2   Prospectus Cover Page

 3. We note your disclosure that if  the board of directors votes to extend the offering for an
additional 90 days, you will notify anyone who ha s subscribed to the offering prior to the
expiration that their money will be promptly refunded unless they provide an affirmative
statement that they wish to s ubscribe to the extended offer.   Please revise your filing to
clarify, if true, that you will re turn such funds to the subscriber unless you receive such
affirmative statement prior to the date upon which the original offering would terminate.
 4. In addition, we note your disclosure on your prospectus cover page that there is no
assurance that you will be able to return the funds in the event that the offering is not fully subscribed.  Please revise your disclosure to  clarify any circumstance in which you may not
be able to return such funds.
 Risk Factors, page 4

 5. Please ensure that your risk factor disclosure does not attempt to qualify or mitigate the identified risks.  For example, in your risk  factor captioned “There  is a Risk That Our
Property Does Not Contain Any . . .,” please re move the disclosure regarding the geological
report, as such disclosure may be interprete d to suggest that ther e are reserves on your
property.
 6. We note your disclosure that after the completion of the offering, Lynn Briggs will own 55.5% of the outstanding shares.  Please add related risk fa ctor disclosure.

Risks Associated With Our Company, page 4

7. Please include a risk factor addressing the risks posed by the fact that your sole officer and
director is located outside of the United States of America.  For example, disclose that as a
result, it might be difficult for investors to e ffect service of process or enforce within the
United States any judgments obtained against he r, including judgments predicated upon the
civil liability provisions of the securities laws of the United St ates or any state thereof.
 If we discover commercial reserves or prec ious metals on our mine ral property…, page 7

 8. You disclose in this risk factor  the risk that you may not be ab le to successfully advance the
mineral claims into commercial production if you do not obtain additional funding, and the
risk that in the event you raise funds through the sale of equity  capital, such sale will result
in dilution to existing shareholders.  Because such dilution appears to present a separate
risk, please revise your filing to present such  risk under a separate risk factor heading.

Ms. Lynn Briggs
Saguaro Resources, Inc.
October 23, 2009 Page 3   Use of Proceeds, page 9

 9. Please provide consistent disclosure th roughout your filing regarding your planned
expenditures over the next twelve months.  For ex ample, you state at page 9 that you plan to
complete Phase 1 of the proposed explorati on program and incur certain professional and
administrative costs during the next twelve m onths.  However, on page 29 you state that
your plan is to complete both phases of the exploration program duri ng that twelve month
time period.  In addition, you state at page 9 that you plan to incur $9,250 in legal and
accounting fees after the completi on of the offering.  However, at page 29 you state that you
anticipate spending $7,000 on profe ssional fees, including fees in curred in connection with
the filing of the registration statem ent.  Revise for consistency.

10. We note your statement in this section that your sole officer and director has verbally
agreed to loan the company funds to complete the registration process.  Variations of this
statement occur throughout your document, incl uding at pages 28, 29, and 30.  Please revise
these and any related disc losures for consistency with regard  to the nature of Ms. Briggs’s
commitment and the expenses for which she has agreed to loan the company money.  In this regard, we note that in certain places you stat e that Ms. Briggs has informally agreed to
advance funds for the registration process.  In other places, you state th at she has agreed to
advance funds for the cost of reclamation.
 Terms of the Offering, page 11

 11. Please revise this section to disclose, if true, that the offering will commence on the date of effectiveness of your registration statement.   We note that you have provided such
disclosure on the prospectus cover page.
 Description of Securities, page 12

 12. Please revise to remove any suggestion that you r prospectus does not contain all material
information.  In this regard, we note that the description of your co mmon stock is “qualified
in its entirety” by reference to your ar ticles of incorporation and bylaws.

Interests of Named Experts and Counsel, page 12

13. You state that Abby L. Ertz is representing you in connection with this offering.  However,
the legal opinion filed as Exhib it 5.1 states that Ms. Ertz has not prepared or reviewed any
portion of the registration statement.  Please revise for consistency.

Ms. Lynn Briggs
Saguaro Resources, Inc.
October 23, 2009 Page 4   Description of Our Business, page 13

 Acquisition of the Sky Mineral Claims, page 13

 14. We note that you purchased a 100% undivided in terest in the Sky 1-4 Mineral Claims in
June 2008.  Please disclose from whom you purch ased the claims and the legal nature of
your interest in those claims.  In addition, file  all agreements related to this acquisition as
exhibits.
 15. In the first paragraph of this  section, you indicate that you purchased “the geology report”
along with the mineral claims for $7,000.  Howeve r, in the second paragraph, you state that
you engaged Mr. McLeod to prepare the geolog ical report.  Please clarify or revise.

16. You state at page 13 that the claims ar e in good standing until September 1, 2009.  You
further state that the company has applie d to extend the claims until September 2010.
Please provide updated disclosure regarding th e current status of your claims, including a
statement regarding whether you have paid the required maintenance fees.
 Glossary, page 16

17. Please remove the glossary or tell us why it is  appropriate to include it in your prospectus.
For example, we note that many of the terms described in the glo ssary do not otherwise
appear in your prospectus.

Property History, page 19

18. We note your disclosure in th is section regarding the Tonopa h District and various mining
activities conducted since the 1860’s.  Pleas e remove references to nearby mineral
properties and prior exploration ac tivities that have been undertaken in the general area of
your property, which may lead investors to infer that your property has commercial
mineralization because of its proximity to th ese areas.  Focus the disclosure on your Sky
properties.  This comment also applies to  the disclosures on page 22 under the caption
“Deposit Type” and on page 24 under the captio n “Adjacent Properties.”  Finally, confirm,
if true, that your mineral claims  are not in the Tonopah District.

Recommendations, page 25

19. You indicate that you have a three phase expl oration proposal.  However, you only describe
two phases.  Please revise for consistency.

Ms. Lynn Briggs
Saguaro Resources, Inc.
October 23, 2009 Page 5   Future Sales by Existing Shareholders, page 35

20. You state at page 35 that your principal shar eholder does not have any plans to sell her
shares “at any time” after the offering is comple te.  Please revise your filing to clarify, if
true, that your principal share holder does not have any current pl ans to sell her shares after
the offering is complete.

Available Information, page 36
 21. We note your statement at page 36 that upon completion of the registration, you will file all requisite reports, including proxy statements.  However, it does not appear that your
securities will be registered pursuant to Section 12 of the Exchange Act upon effectiveness
of your registration statement.  Please advise  whether you will otherwis e be subject to the
proxy rules.
 22. Please update the address of the U.S. Securi ties and Exchange Commission.  Our current
address is: 100 F Street, NE, Washington, DC 20549.
 Exhibit 5.1

23. Please obtain and file a revised legal opinion th at opines on the correct number of shares to
be issued in this offering a nd the correct price at which thos e shares will be sold.  We note
that your current legal opini on covers 1,000,000 shares at $0.02 pe r share.  The prospectus,
however, registers the offer a nd sale of 2,000,000 shares at $0.01 per share.  This comment
also applies to your descripti on of the terms of the offering that are set forth in the
subscription agreement filed as Exhibit 99.2.

24. We note that the legal opinion states that counsel has not reviewed any portion of the
registration statement.  Please obtain an e xplanation from counsel regarding how counsel
can therefore conclude that the shares will be  duly and validly issued, fully paid and non-
assessable upon “the sale thereof . . . in accordance with the terms of the Registration
Statement.”

Closing Comments

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 expe dite our review.  With
your amendment, please furnish a cover letter th at keys your responses to our comments and
provides any requested information.  Detailed cove r letters greatly facilitate our review.  Please
understand that we may have additional comments  after reviewing your amendment and responses
to our comments.

Ms. Lynn Briggs
Saguaro Resources, Inc.
October 23, 2009 Page 6
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 al l 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 a ll 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 pursua nt 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 staff comments a nd 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 Enforcemen t 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 f act that those requesting accelera tion 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 offeri ng of the securities sp ecified in the above registration statement.
We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective
date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng 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.

Ms. Lynn Briggs
Saguaro Resources, Inc. October 23, 2009 Page 7
Please contact John Lucas at (202) 551-5798 or, in his absence, Laura Nicholson at (202)
551-3584 with any questions.
Sincerely,

H. Roger Schwall Assistant Director

 cc:   Via Facsimile

  Abby L. Ertz, Esq.
 (619) 564-8753