SecProbe.io

December 5, 2011
 Via E-mail

Michael Williams President and Chief Executive Officer Eurocan Holdings Ltd. 1 Union Square West, Suite 610 New York, New York 10003
Re: Eurocan Holdings Ltd.
Registration Statement on Form S-1 Filed November 14, 2011
  File No. 333-177918

Dear Mr. Williams:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. Please tell us the nature and timing of th e transactions throug h which the selling
shareholders acquired their shares.
 Prospectus Cover Page

 2. Until your common shares are quoted on the OTCBB, selling stockholders may only sell
their shares in this offering at a fixed price.  Please revise to disclose the fixed price.
Revise to make clear that only after your common stock is quoted on the OTCBB may
the selling stockholders sell their shares at prices and on terms that will be determined by
the then-prevailing market pri ce or at negotiated prices.  Revise throughout the document
to conform your disclosure.

Michael Williams Eurocan Holdings Ltd. December 5, 2011 Page 2

 Selling Stockholders, page 10

 3. Please revise the table to indi cate all shares beneficially held by each stockholder.  We
note a Michael Williams who is listed as be neficially holding 790,000 shares, while the
ninth risk factor states that Michael W illiams the CEO holds 47% of all outstanding
shares.  Please revise to disc lose his full beneficial holdings.

Description of Business, page 12

Overview, page 13
 4. Please revise to disclose the basis for your  claims that your marketing campaigns are
typically less expensive than traditional ma rketing campaigns and that effectiveness is
not compromised.  Also make clear, if true, that these claims appl y only to your digital
marketing campaigns and not to your use of traditional marketing methods.

Description of Our Services, page 13

 5. Please revise to clarify the basis for your claims that you use “the most effective
combination of platforms,” and that you ar e able to “achieve measurable results.”

6. Please revise to avoid comp aring yourself only to thos e of your competitors who
exclusively use traditional, non-di gital platforms.  Do the same in the last sentence of the
first paragraph under “Our Plan of Operation,” on page 19.
 Employees, page 18

 7. We note your statement that you have no permanent staff other than Michael Williams
the CEO.  Please tell us in your response w hy the corporate secret ary, Daniela Anastasio,
is not mentioned here as a permanent staff member.
 Results of Operations

 8. Please discuss your current backlog, incl uding the number and amount of contracts
entered into but not yet started.

Management’s Discussion and Analysis, page 18

 Our Plan of Operation, page 19

 9. Please expand the discussion to explain the ba sis for your conclusion that your cash flows
from operations and your available capital will  be sufficient to maintain your current
level of operations for the next 12 months in  light of the conclusion in the Report of
Independent Registered Acc ounting Firm on page F-2 that  there is substantial doubt
about your ability to continue as a going concern.

Michael Williams Eurocan Holdings Ltd. December 5, 2011 Page 3

Six Months Ended June 30, 2011 Compared to the Six Months Ended June 30, 2010, page 20

 10. Please expand the discussion to explain the reasons for the decrease in management fees
and increase in professional fees from 2010 to 2011.
 Financial Statements

 11. Update the financial statements and other fina ncial information in the filing to include the
interim period ended September 30, 2011.  Please refer to the guidance in Rule 8-08 of
Regulation S-X.
 Exhibits

 12. Please file a revised consent from your independent regist ered accounting firm that is
reformatted so that the consent language is not obscured by the lett erhead of the firm.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow

Michael Williams Eurocan Holdings Ltd. December 5, 2011 Page 4

 adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Claire DeLa bar, Staff Accountant, at (202) 551-3349 or Terry French,
Accountant Branch Chief, at (202) 551-3828 if you have questions regarding comments on the
financial statements and related matters.  Plea se contact Gregory Dundas,  Attorney-Advisor, at
(202) 551-3436, or me at (202) 551 -3810 with any other questions.

Sincerely,
   /s/ Larry Spirgel   Larry Spirgel  Assistant Director