SEC – ‘UPLOAD’ from 4/3/06 re: Western Sierra Mining Corp – ‘LETTER’

On:  Monday, 4/3/06, at 4:31pm ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  10/27/06   ·   Accession #:  0-6-15730

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   3±    12K 


Mail Stop: 3720- CF/AD 11                                                       

Via U.S. Mail and Fax (928) 680-7066                                            

                                                             April 3, 2006

Mr. Michael M. Chaffee, President                                               
Western Sierra Mining Corp.                                                     
2750 Cisco Drive South                                                          
Lake Havasu City, AZ 86403                                                      

Re:     Western Sierra Mining Corp.                                             
Item 4.01 of Form 8-K                                           
Filed on March 22, 2006                                             
File No. 1-1766                                                 

Dear Mr. Chaffee:                                                               

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 more                 
information so that we may better understand your disclosure.                   
Please                                                                          
understand that we may have additional comments after reviewing                 
your                                                                            
amendment and responses to our comments.                                        

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

Please amend your Form 8-K indicate whether there were any      
disagreements with your former accountants during  the interim                  
period                                                                          
from the date of the last audited financial statements for the                  
fiscal                                                                          
year ended December 31, 2003 to January of 2005.   See Item 304(a)              
(1) (iv) of Regulation S-K. Also, tell us why you did not file                  
required Form 8-K in January of 2005.                                           

We note that newly appointed auditors- JohnsonStout are not         
a                                                                               
registered with the PCAOB.  Please advise us as soon as possible,               
when JohnsonStout will receive their certification from the PCAOB.              
Western Sierra Mining Corp.                                                   
April 3, 2006                                                                   
Page 2                                                                          

Please include the required letter from your former auditors    
addressing your revised disclosure as an exhibit to your Form 8-                
K/A.                                                                            
Refer to Item 304(a)(3) of Regulation S-K.                                      

We urge all persons who are responsible for the accuracy and    
adequacy of the disclosure in the filing to be certain that the                 
filing includes all information required under the Securities                   
Exchange Act of 1934 and that they have provided all information                
investors require for an informed investment 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.                                     

In connection with responding to our comments, please           
provide,                                                                        
in writing, a statement from the company acknowledging that:                    

* the company is responsible for the adequacy and accuracy of the               
disclosure in the filing;                                                       

* staff comments or changes to disclosure in response to staff                  
comments do not foreclose the Commission from taking any action                 
with                                                                            
respect to the filing; and                                                      

* the company may not assert staff comments 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 our review of your filing or in              
response to our comments on your filing.                                        

As appropriate, please amend your filing and respond to           
these                                                                           
comments within five business days or tell us when you will                     
respond.                                                                        
You may wish to provide us with marked copies of the amendment to               
expedite our review.                                                            

You may contact Gopal Dharia, Staff Accountant, at (202) 551-   
3353 or me at (202) 551-3828 if you have questions regarding                    
comments                                                                        
on the Form 8-K.                                                                

                                          Sincerely,

                                            Terry French
                                                       Accountant Branch Chief

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		10/27/06		UPLOAD
Filed on:		4/3/06		UPLOAD
		3/22/06		8-K,  8-K/A,  UPLOAD
		12/31/03		10KSB,  10KSB/A,  NT 10-K
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/22/06  Western Sierra Resource Corp.     8-K:4,9     3/20/06    1:6K                                     Ace Filings/FA