ex10_1.htm


    
      

      

    

    PHOENIX
ENERGY RESOURCE CORPORATION

    1001
Bayhill Drive

    Suite
200

    San
Bruno, California  94066

    Telephone
No.:  650-616-4123

    


    


    To:
Securities and Exchange Commission

    VIA
EDGAR

    


    Re:      PHOENIX
ENERGY RESOURCE CORPORATION

    Item 4.01 Form 8-K

    Filed May 19, 2008

    File No. 0-52843

    


    Dear Mr.
Henderson:

    


    We have filed on EDGAR Amendment No. 1
to our Item 4.01 Form 8-K. Below are the responses to your comments. We hope our
answers will assist in your review. Please do not hesitate to contact us with
any questions.

    


    General

    


    
      	
              1.  

            	
              Please
      revise the Form to state whether the former accountant resigned, declined
      to stand for re-election or was dismissed, and the specific date, as
      required by Item 304(a)(1)(i) of Regulation
S-K.

            


    

    


    Response 1:  We have
revised the Form 8-K to state that the former accountant was dismissed on May
14th, 2008.

    


    
      	
              2.  

            	
              Please
      revise to state whether the decision to change your accountants was
      approved by your board of
directors.

            


    

    


    Response 2:  We have
revised our filing to state that the decision to change our auditor was approved
by our board of directors.

    


    
      	
              3.  

            	
              In
      addition, Item 304(a)(1)(ii) of Regulation S-K requires a statement
      whether the accountant’s report on the financial statements for either of
      the past two years contained an adverse opinion or a disclaimer of opinion
      or was qualified or modified as to uncertainty, audit scope or accounting
      principles; and a description of the nature of each such adverse opinion,
      disclaimer of opinion, modification or qualification.  This
      would include disclosure of uncertainty regarding the ability to continue
      as a going concern in the accountant’s report.  Please revise
      your filing accordingly.

            


    

    


    Response 3: We have revised
our filing to state that in the auditor’s report on the financial statements for
the year ended June 30, 2007, our former auditor disclosed an uncertainty in the
Registrant’s continuing as a going concern.

    


    
      	
              4.  

            	
              Revise
      your filing to state whether during the two most recent fiscal years and
      any subsequent interim period through the date of resignation, declination
      or dismissal there were any disagreements with the former accountant on
      any matter of accounting principles or practices, financial statement
      disclosure, or auditing scope or procedure, which disagreement(s), if not
      resolved to the satisfaction of the former accountant, would have caused
      it to make reference to the subject matter of the disagreement(s) in
      connection with its reports.  In the event of disagreement(s)
      and/or reportable event(s), provide the specific disclosures required by
      Item 304(a)(1)(iv) and (v) of Regulation
S-K.

            


    

    


    Response 4:  We have
revised our filing to state that during the two most recent fiscal years and any
subsequent interim period through the date of dismissal, there were no
disagreements with the former accountant on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreement(s), if not resolved to the satisfaction of the former
accountant, would have caused it to make reference to the subject matter of the
disagreement(s) in connection with its reports.

    


    
      	
              5.  

            	
              Please
      amend your Form 8-K to include the required letter from your former
      accountant indicating whether or not they agree with your disclosures in
      the Form 8-K.

            


    

    


    Response 5:  We
contacted our old auditor Lawrence Scharfman & Co. in order to get a
consent.  Lawrence Scharfman requested a payment of $2,500 to provide
the consent and we paid him on August 4, 2008.  Since paying Lawrence
Scharfman we have followed up with them by phone and email for the consent,
however there has been no response since they sent the wiring instructions with
the demand for $2.500.  Lawrence Scharfman did leave a voicemail for
the company, however he has been unavailable ever since.

    


    
      	
              6.  

            	
              Your
      current disclosures do not meet the requirements of Item 304(a)(2)(i) and
      (ii) of Regulation S-K concerning the appointment of your new
      accountant.  Please revise
  accordingly.

            


    

    


    Response 6:  We have
revised our filing to meet the requirements of Item 304(a)(2)(i) and (ii) of
Regulation S-K concerning the appointment of our new auditor.

    


    We
acknowledge 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 staff comments and the declaration of effectiveness
      as a defense in any proceeding initiated by the Commission or any person
      under the federal securities laws of the United
  States.

            


    

    


    Sincerely,

    


    /s/ Rene
Soullier

    Rene
Soullier, President