CORRESP 4 filename4.txt BATCHER, ZARCONE & BAKER, LLP ATTORNEYS AT LAW SOUTH BAY OFFICE KAREN A. BATCHER 4190 BONITA ROAD, SUITE 205 kbatcher@bzblaw.com BONITA, CALIFORNIA 91902 ------------ TELEPHONE: 619.475.7882 ADDITIONAL SAN DIEGO FACSIMILE: 619.789.6262 OFFICES June 13, 2006 Mr. Howard Baik Securities & Exchange Comm. 100 F Street, NE Mail Stop 3561 Washington, D.C. 20549 Re: Cantop Ventures, Inc. Registration Statement on Form SB-2 File No. 333-128697 AMENDMENT NO.4 Dear Mr. Baik: On behalf of Cantop Ventures, Inc. (the "Company"), we have today filed via the EDGAR system, Amendment No. 4 (the "Fourth Amendment"') to the above-captioned Registration Statement in response to the comments in your letter dated May 24, 2006. The responses below are in direct correlation to your numbered comments. RISK FACTORS, PAGE 6 1. We believe have provided sufficient information to outline the foreseeable risks involved with holding the claim through a trustee. Further, we have stated that we can request that the claims be registered in our name at any time, therefore we feel that the risks of not having a lengthy detailed trust agreement with Mr. Sostad are extremely low. We are also of the opinion that a simple letter acknowledging the trust agreement is standard practice for mineral claims. FINANCIAL STATEMENTS, PAGE F-1 2. As directed, we have included interim statements for the Company's most recent fiscal quarter ending April 30, 2006. UNDERTAKINGS, PAGE II-5 3. As directed, we have included the revised form of undertakings to include language required by Item 512(g) of Regulation S-B. MAILING ADDRESS 4252 BONITA ROAD, #151 O BONITA , CALIFORNIA O 91902 Should the staff have any questions or comments or desire any additional information, please telephone the undersigned at 619) 475-7882. Regards, BATCHER ZARCONE & BAKER, LLP /s/ Karen A. Batcher, Esq.