CORRESP 2 filename2.htm corresp.htm

 
                                                                                         May 9, 2011
Karl Hiller
Craig H. Arakawa
United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549-4628

 
RE:
Lucky Boy Silver Corp.
   
Form 10-K for the Fiscal Year Ended May 31, 2010
   
Filed September 14, 2010
   
File No. 000-53284


Dear Mr. Arakawa:

The following is the response to your comment dated March 17, 2011.

Form 10-K for the Fiscal Year Ended May 31, 2010

Report of Independent Registered Public Accounting Firm, page 44

1.           We note that your current auditors have indicated in the scope and opinion paragraphs of their report that their audit only covers activity for the most recent annual period that is included in the inception-to-date statements  of operations and cash flows.  Their report also indicates that your prior auditor audited your financial statements for the inception-to-date information through May 31, 2009.   However, the report of your prior auditor does not extend to periods other than your 2009 fiscal year.  Under the circumstances, you will need to obtain and file a revised audit report from your current auditor which excludes language associating other auditors with the cumulative data.  If you wish to present that information as audited you will need to make the appropriate arrangements with your current auditor.  Otherwise, you will need to revise your financial statements to label all of the cumulative data as unaudited.  Please contact by telephone if you require further clarification or guidance.

A revised audit opinion letter from the current auditors excluding the language associating other auditors with the cumulative data has been file in an amendment filed herewith.  Also included in the 10K/a are revised Financial Statements with the notation “unaudited” in the columns labeled “from inception on October 16, 2006 through May 31, 2010”.  Also included in the filing is an original opinion from the previous auditor re-stated.

Very truly yours,

/s/ Kenneth B. Liebscher

Kenneth B. Liebscher, President
Lucky Boy Silver Corp