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April 5, 2005

United States
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549
Attn: Gary Todd
Division of Corporation Finance

Re:  Comments on Form 10-KSB for the fiscal year ended May 31, 2004

Dear Mr. Todd:

     We are in receipt of your letter dated March 22, 2005 regarding our Form
10-KSB for the fiscal year ended May 31, 2004. The following are our responses
to your comments numbered in the order of your letter:

1.       The Company will make disclosure about the terms and conditions of the
         Lancer voting agreements and clarify the affect, if any, of these
         issuances on our level of voting control over Lancer in future filings.
2.       The Company will quantify the extent to which changes in sales are
         attributable to increases or decreases in prices or to volume in future
         filings.
3.       The Company will explain in greater detail in future filings why it is
         anticipating an increase in sales.
4.       The Company will expand its discussion and analysis of the cash flows
         in future filings.
5.       The Company will identify and describe reasons for significant changes
         in the components of working capital in future filings.
6.       The Company will expand its disclosure on controls and procedures in
         future filings.
7.       The Company will revise future filings to present cash receipts and
         payments related to the item labeled "change in minority interests" in
         gross amounts. We will also use more descriptive titles in future
         filings.
8.       The Company will expand in future filings to include the requested
         information on warrant and options valuations.

The Company acknowledges the following:

     The Company is responsible for the adequacy and accuracy of the disclosure
in our filing;

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     The staff comments or changes to disclosures in response to staff comments
in the filings reviewed by the staff 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.

     Sincerely,

     /s/ Zackary S. Irani
     Director and Chief Executive Officer

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