20549-0408


                                    October 20, 2004

Nevada Agency and Trust Company
50 West Liberty Street, Suite 880
Reno, Nevada  89501

Re: Boomers` Cultural Development, Inc.
       Form SB-2, amendment number 1, filed October 6, 2004
       File Number 333-118138

Dear Mr. Ellsworth:

      We have examined your amended Form SB-2 and have the
following
comments.  Where indicated, we think these documents should be
revised in response to our 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 supplemental information so we may better understand your
disclosure.  After reviewing this information we may have
additional
comments.

      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 on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Plan of Operation - page 15

1. We are unable to locate the revisions made in response to prior
comment 15.  The paragraph appears to have been deleted rather
than
modified.  We feel it is important for investors to understand the
company`s ability to fund itself over the next 12 months.  See
Item
303(a)(1) of Regulation S-B.  Please address this issue throughout
the filing where appropriate.  For example:

* disclose in the summary the amount that you believe you must
raise
in order to begin operations,

* also disclose how long you will be able to operate at this level
of
proceeds.  If you will not be able to operate for 12 months at
this
level, disclose how much you need to raise in this offering to
operate for 12 months.

* In addition, assume that you are unable to raise this additional
amount in this offering.  Disclose how you will raise this amount.
If you do not know how you would raise this amount you need to say
so.

Related disclosure needs to be provided in other sections such as
the
risk factors section, use of proceeds section and plan of
operations
section.

Financial Statements for the Year Ended February 29, 2004

Independent Auditors` Report

2. Please file a revised audit report which refers to the PCAOB
standards. Issuing a consent constitutes a reissuance of your
financial statements unless you are merely incorporating such
statements by reference.  Refer to Release Nos. 33-8422; 34-49708;
FR-73.


						* * * * *


      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.

      Direct any questions on accounting matters to Nancy Maloney,
at
202-942-7331 or to Donald Walker, Senior Assistant Chief
Accountant,
at 202-942-1799.  Please direct any other questions to David Lyon
at
202-942-1796, or to me at 202-942-2889.

      						Sincerely,



							William C-L Friar
      Senior Financial Analyst

By fax : W. Scott Lawler
	  Fax number 403-272-3620










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Boomers' Cultural Development, Inc.
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