February 18, 2005

Ronald C. Blomkamp
Chairman, President and Chief Executive Officer
American Goldrush Corporation
1155 West Pender, Suite 708
Vancouver, British Columbia V6E 2P4

Re:  	American Goldrush Corporation
Amendment No. 1 to Form F-1 filed January 25, 2005
File No. 333-120722

Dear Mr. Blompkamp:

      We have reviewed your filing and have the following
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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
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 and 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.

Trading Market
1. We note your response to our prior comment 7.  Please disclose
in
the filing that you intend to apply initially to the OTCBB after
you
become a reporting company.

8. We may become a passive foreign investment company, or PFIC,
which
could result...
2. Your last sentence in this risk factor states investors "should
consult" with their own tax advisor.  Please revise this sentence
with language suggesting or encouraging them to do so.

Regulation and Environmental Matters
3. We note your disclosure and that you are in compliance with all
laws and will continue to comply with them.  Please specifically
describe which laws you are referring to in your filing.

Property Option Agreement for the Polischuk Property
4. You state that the option agreement was amended on November 29,
2004 and that you are now required to pay an additional C$20,000
more
than the original agreement.  Please tell us, on a supplemental
basis, the reason for the additional amount.

Experts
5. Please state Morton & Company has opined on your common shares,
instead of having "passed upon for us."

********

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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
* the company may not assert this action 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
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
Closing

      We will consider a written request for acceleration of the
effective date of the registration statement as a 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.

      As appropriate, please amend your registration statements 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 the financial statements and related
disclosure to John Weitzel at (202) 942 -1807, or Barry Stem (202)
942-1919.  Direct any questions regarding engineering comments to
Ken
Schuler at (202) 824-5527.  Direct any other questions to Susan
Min
at (202) 942-1951, or in her absence to me at (202) 942-2990.

								Sincerely,



								Mary Cascio
								Special Counsel
								Office of International
									Corporate Finance



cc: via facsimile
David Lubin
David Lubin & Associates
(516) 569-5053 fax


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American Goldrush Corporation
February 18, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE