SecProbe.io

July 17, 2012

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.
Amendment No. 2  to Registration Statement on Form S -1
Filed July 12 , 2011
  File No. 333 -177918

Dear Mr. Williams :

We have reviewed you’re amended registration statement  and have the following
comments.  In some of our comments, we may ask you to provide  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 registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note your changes made in response to comment 1 in our letter dated February 23,
2012.  Please further revise to make clear that a market maker, not the company, must file
an appli cation to have the company’s common stock quoted on the OTC BB and the
likelihood that the company will be successful in securing a market maker to do so .

2. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Busines s Startups Act, please disclose on your prospectus cover page that
you are an emerging growth company, and revise your prospectus to:
 Describe how and when a company may lose emerging growth company status;
 Briefly describe the various exemptions that are available to you, such as exemptions
from Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section 14A(a) and (b)
of the Securities Exchange Act of 1934; and

Michael Williams
Eurocan Holdings Ltd.
July 17, 2012
Page 2

 State your election under Section 107(b) of the JOBS Act:
o If you have elected to opt out of the extended transition period for complying
with new or revised accounting standards pursuant to Section 107(b), include
a statement that the election is irrevocable; or
o If you have elected to use the extended transition period for complying with
new or rev ised accounting standards under Section 102(b)(1), provide a risk
factor explaining that this election allows you to delay the adoption of new or
revised accounting standards that have different effective dates for public and
private companies until those standards apply to private companies.  Please
state in your risk factor that, as a result of this election, your financial
statements may not be comparable to companies that comply with public
company effective dates.  Include a similar statement in your c ritical
accounting policy disclosures.

In addition, consider describing the extent to which any of these exemptions are available
to you as a Smaller Reporting Company.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  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 Securitie s Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration stat ement.

You may contact Claire DeLabar , Staff Accountant,  at (202) 551 -3349 or Terry French ,
Accountant  Branch Chief , at (202) 551 -3828 if you have questions regarding the financial
statements and related matters.  Please contact Gregory Dundas, Attor ney-Advisor,  at (202 ) 551-
3436, or me at (202) 551 -3810  with any other questions.

Sincerely,

 /s/ Larry Spirgel

 Larry Spirgel
 Assistant Director