SecProbe.io

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Mail Stop 0309	March 24, 2005

Mr. Theodore B. Shapiro
Chief Executive Officer
The Sagemark Companies Ltd.
1285 Avenue of the Americas, 35th Floor
New York, New York 10019

Re:	The Sagemark Companies Ltd.
Registration Statement on Form SB-2, filed February 28, 2005
      File No. 333-123032

Dear Mr. Shapiro:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your documents 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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. We note that in the last fiscal year you filed Forms 12b-25
regarding notification of late filing for your Forms 10KSB and
10QSB.
In each case, you indicated that the filing was late for the
following reason: "Due to delays in receiving certain information,
the report on Form 10-KSB could not be timely filed without
unreasonable effort or expense."  Please note that you are
required
to explain "reasonable detail" why the report could not be filed
within the prescribed time.  Please provide us further explanation
of
why these reports could not be filed within the prescribed time.
In
future filings, please provide such additional detail.
2. Based on the following comments, please also revise your
disclosures in future filings beginning with your Form 10-KSB for
the
fiscal year ended December 31, 2004.

Form SB-2

General
3. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples and not complete lists.
If
our comments are applicable to portions of the filing that we have
not cited as examples, please make the appropriate changes in
accordance with our comments.
4. Please update the financial statements as required by Rule
310(g)
of Regulation S-B and other information derived from the financial
statements.  As to all other disclosure, provide updated
information
as of the date you file your amendment.
5. Please eliminate the use of defined terms that appears on the
front cover page and in the forepart of your prospectus and limit
the
use of defined terms that appear throughout the body of your
prospectus.  See Rules 421(b) and 421(d) of Regulation C.  Please
see
the following examples:
* You are capitalizing terms that you are using for their common
meanings. For example, you capitalize "Selling Stockholders."
Because you are using these terms for their common meanings, you
could safely eliminate the initial capital letters without causing
confusion.
* You define The Sagemark Companies Ltd., as ("Sagemark" or the
"Company"). It`s highly unlikely that anyone reading your
prospectus
will think you are referring to any other company when you use the
shortened name "Sagemark" or "Company." Similarly, you define the
Securities Act of 1933, as amended as (the "Securities Act").
Parenthetical definitions such as these are unnecessary.
Therefore,
delete these and all other unnecessary parenthetical definitions
from
your prospectus.
* Further, you have unnecessarily created terms solely for use in
this prospectus.  For example, "Investor Warrants" and "Private
Placement Warrants."  While this practice provides a useful
shortcut
for the writer, potential investors must memorize a new
vocabulary-
whose usefulness is limited to this prospectus-before they can
understand your disclosure.
6. Please provide us annotated documentary support for the
following
statements or revise your filing appropriately.  Copies delivered
should be marked to highlight the relevant information.
* "PET is regarded in the medical community as the most advanced,
accurate and cost effective disease detection procedure currently
available."
* "PET and PET/CT is the fastest growing molecular imaging segment
within the medical diagnostic imaging market with an almost 50%
increase in utilization from 2002 to 2003 and a predicted growth
rate
of 100% between 2002 and 2005. The current estimated market for
PET
services is approximately $2 billion a year. Strong growth is
expected to continue in 2005 with annual estimates reaching $6
billion with the recently expanded Medicare coverage that now
includes Alzheimer`s Disease."
* "A PET scan is the most accurate medical diagnostic test
utilized
in the detection of coronary artery disease."

Please also disclose in the prospectus the source of any of these
statements, facts, beliefs, etc.

Risk Factors, pages 7-21

General

7. Please revise each subheading to ensure it reflects the risk
that
you discuss in the text.  Many of your subheadings currently
either
merely state a fact about your business, such as "We have a
limited
operating history and a history of cash flow deficits and losses"
or
"Effective marketing is essential to our operations" or describe
an
event that may occur in the future, such as "We will need to
obtain
additional financing in the near future."  Succinctly state in
your
subheadings the risks that result from the facts or uncertainties.

8. In addition, we note your use of general phrases such as
"adversely affect" and "harm our business" in the risk factor
section.  These vague, generic phrases are subject to varying
interpretations and, therefore, do not adequately explain the risk
or
concern to which you refer.  Please revise your disclosure to
describe, and if practicable to quantify, the specific and
immediate
effects to investors of each risk that you have identified.

"We have a limited operating history  . . . ." page 7
9. Please revise your disclosure to state your losses and cash
flow
deficits for the last two fiscal years and any relevant interim
period.
10. Please revise your disclosure to name some of the key
"significant diseases and disorders" referenced in this risk
factor.

"Effective marketing is essential to our operations." page 8
11. This risk factor as currently written could apply to any
issuer
or offering in the PET industry.  Please revise this risk factor
so
that it addresses your situation more specifically.  You should
discuss the specific risks that exist with respect to marketing
PET
imaging services and your operations.

"We have granted liens to equipment lenders . . . ." page 8
12. Please revise your disclosure to state the amount financed
with
independent equipment lenders.
13. Please revise your disclosure to name any key independent
equipment lenders.  For example, please name any independent
equipment lender who has financed a material portion of your
assets
or on whom you are otherwise substantially dependent.
14. Please also revise your disclosure to briefly describe any
material "specified events of default" you refer to in the
financing
documents.
15. We note your statement in this risk factor that you are
"currently not in default of any of such financing documents."  In
your MD&A and the notes to your financial statements, however, you
refer to not meeting the tangible net worth requirement under your
loan and lease agreements.  Please delete the statement that you
are
"currently not in default of any of such financing documents" and
describe the default and name the relevant lender in this risk
factor.

"We will need to obtain additional financing . . . ." pages 9-10
16. Please revise your disclosure in this risk factor to briefly
describe your "near term business and expansion plans."  This
additional disclosure will help investors better understand the
impact of a change in your capital resources or expenditures.
17. To the extent practicable, please quantify the amount of
additional financing you expect you will need to complete your
planned operations and expansion.
18. Please incorporate into this discussion the rate at which you
are
currently burning cash on a monthly basis.
19. Please move your discussion of the risks you face as a result
of
the Placement Agent Agreement and your April 2004 agreement with
your
investors to a separate risk factor with an appropriate
subheading.

"We will face certain costs and other obstacles in establishing
and/or acquiring additional PET centers." page 10
20. Please discuss any problems you have had in the past in
establishing and/or acquiring PET centers.  Explain how these
problems have affected your operations.

"We depend on a small number of Fluoro-Deoxy-Glucose ("FDG")
suppliers . . . ." page 10
21. Please revise your disclosure to name the two suppliers
referred
to in this risk factor.
22. Please revise your disclosure to quantify the amount of
substantial past due indebtedness you have for the supplier to
your
PET center in Wichita, Kansas and describe any termination or
other
risk you face with such supplier as a result of this past due
indebtedness.

"If provider contracts for our PET centers . . . ." page 11
23. To the extent that you are substantially dependent on any
provider contracts, please describe the material terms of your
agreements with them in your Business section and file your
contracts
with them as exhibits to the registration statement.  If you are
not
substantially dependent on any of these parties, disclose the
approximate number of parties performing these services and name
any
key parties in this risk factor.

"The loss of any of our executive officers or key personnel . . .
."
page 13
24. To the extent that you have experienced problems attracting
and
retaining key personnel in the recent past, please revise to
describe
these problems.  Additionally, if any key employee has plans to
retire or leave your company in the near future, please revise the
discussion to disclose this information.
25. Please state whether you maintain employment contracts with
key
personnel and disclose the term and termination provisions of the
same if applicable.
26. Please move to a separate risk factor your discussion of the
risks associated with hiring additional personnel.  Please also
expand this disclosure to the extent practicable to quantify any
expected expenditures you expect to incur to recruit and hire
additional personnel.

"If we fail to compete successfully . . . ." page 13
27. Please revise to identify your key competitors and describe
your
competitive position in relation to your key competitors.

"A successful liability claim against us in excess of our
insurance
coverage . . . ." page 13
28. Please disclose the cost to you of your insurance, if
material.

"We are currently dependent upon governmental and other insurance
carriers for our revenues and accounts receivable." page 14
29. We note the statement in the notes to your financial
statements
that "A majority of the Company`s net patient service revenue and
accounts receivable were generated from two customers. During
2003,
$1,085,000, or 46% of net patient service revenue was from one
governmental agency, $552,000, or 23% of net patient service
revenue
was from one commercial health insurance carrier . . . ."  Please
expand your disclosure in this risk factor to discuss this fact
and
to name the governmental agency and commercial health insurance
carrier referenced in the notes to the financial statements.
Please
also expand your disclosure in this risk factor to name the
entities
among whom your accounts receivable are concentrated and the
related
amounts due.  You should provide this disclosure regarding
concentration of revenues and accounts receivable for the past two
fiscal years.
30. To the extent practicable and material, please revise your
disclosure to quantify the amount of any receivables past due and
the
number of days past due as well as the percentage or amount of
receivables that you estimate are uncollectible.

"We may be unable to effectively maintain our PET systems or
generate
revenues when our PET systems are not working." page 15
31. In your MD&A you refer to "four separate long-term service
contracts to provide for such maintenance."  To the extent that
you
are substantially dependent on any service providers, please
describe
the material terms of your agreements with them in your Business
section and file your contracts with them as exhibits to the
registration statement.  If you are not substantially dependent on
any of these parties, disclose the approximate number of parties
performing these services and name any key parties in this risk
factor.

"We have elected not to voluntarily adopt various corporate
governance measures . . . ." page 16
32. Please disclose the key Sarbanes-Oxley Act requirements and
key
NASDAQ listing criteria you are not in compliance with.

"Effective internal controls are necessary . . . ." page 16
33. Your risk factor as currently written could apply to any
issuer
or offering.  Please revise it so that it addresses your situation
more specifically.

"The limited public trading market may cause volatility in the
price
. . . ." page 18
34. To illustrate the fluctuations of your stock price, please
provide a range for your common stock price during the past two
years.  Disclosure of the high and low price during this time
period
is sufficient.

"Penny stock regulations may impose certain restrictions . . . ."
page 19
35. Please expand to discuss the specific legal remedies available
to
investors of penny stocks.

"Additional authorized shares of our common stock available for
issuance may adversely affect the market." pages 19-20
36. Please revise this risk factor and subheading as appropriate
to
discuss the risks associated with having authorized but unissued
shares.  For example, you should discuss the risk that management
may
issue these shares without further stockholder approval and could
therefore engage in transactions like equity financings or
acquisitions without additional stockholder approval.
37. Please also revise this risk factor to state number of the
aggregate shares reserved for issuance under the April 2004
investor
rights agreement.

Use of Proceeds, page 21
38. Please advise us why you have not discussed the proceeds you
may
receive from the exercise of the Placement Agent Warrants.  We may
have further comments.

Selling Stockholders, pages 21-32
39. Please note that in order to substitute new names for the
names
of selling securityholders identified in an effective registration
statement you can file a Rule 424(b) prospectus only if the change
is
not material, the number of securities or dollar amount registered
does not change, and the new owners` securities can be traced to
those covered by the original registration statement.  A change
that
does not meet these requirements must be made by a post-effective
amendment.  In addition, you must either file a prospectus
supplement
or a post-effective amendment, as applicable, to substitute new
names
except for certain donees in the circumstances described in our
telephone interpretation H.3 (see 1997 manual of telephone
interpretations).  Please confirm to us that you will comply with
these requirements.  In addition, in that regard we refer to your
statement on page 22, "`Selling Stockholders` also includes any
pledgees, donees, transferees, assignees, and successors-in-
interest
(including distributees) to the Selling Stockholders named in the
table below" and a similar statement on page 32.  Please revise
your
disclosure to indicate that you may need to amend this
registration
statement to substitute