SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 6010

							June 28, 2005

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

Re:	Sagemark Companies Ltd.
	Amendment #1 to Registration Statement on Form SB-2
	Filed June 9, 2005
      File Number 333-123032

Dear Mr. Shapiro:

	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
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.

FORM SB-2

General
1. We note your response to comment 6 and reissue the comment.
Please provide annotated documentary support for your statements
regarding the PET imaging industry or revise your filing
appropriately.  We understand in your response you intended to
file
the documentation, however, it was not included as part of this
amendment.

Selling Stockholders, page 22
2. We note your response to comment 40 and reissue the comment.
Please tell us whether any selling stockholder is a broker-dealer
or
an affiliate of a broker-dealer.  This comment is applicable to
all
selling stockholders and not just those who received warrants as
part
of the placement agent`s compensation in connection with your
private
placement.  Additionally, please explicitly state in the footnotes
that the selling stockholder is a broker-dealer or an affiliate of
one.  We may have further comments.
3. We note in your response to comment 41 you will be providing
the
information requested in the final amendment of this registration
statement.  Please identify the natural person(s) who have voting
and
dispositive power over the shares in the next amendment you file.

Business
4. We note your response to comment 44 and reissue the comment in
part.  We understand you have not yet filed your PET
lease/sublease
agreements.  Please file these agreements as exhibits to your
registration statement.  We may have further comments.
Suppliers, page 40
5. We note your response to comment 47 and reissue the comment in
part.  Supplementally, please provide us your analysis as to why
these agreements are not material and therefore do not need to be
filed as exhibits.  We note in your response you have merely
stated
your conclusion that the agreements are not material and not
provided
an analysis supporting your position.

Statement Regarding Forward Looking Disclosure, page 42
6. We note your disclosure in the second paragraph under this
section
directing investors to your Form 10-KSB.  Please note you are not
permitted to incorporate information by reference on Form SB-2.
The
registration statement should be a comprehensive document that
investors can make informed decisions from, therefore, please
delete
this paragraph in its entirety.
Management`s Discussion and Analysis or Plan of Operations

General
7. We note your response to comment 54 and reissue the comment.
Please revise your disclosure to name the governmental agency
commercial health insurance carrier and entity owned by Dr.
Schulman.

Critical Accounting Policies, page 43
8. Your disclosure identifies certain critical accounting policies
that require more significant judgments and estimates in the
preparation of your financial statements. However, not all
accounting
policies identified as critical were discussed in your
disclosures.
Please revise your disclosures to provide the information
requested
in prior comment 56 for critical accounting policies:  impairment
of
long-lived assets; accounting for expenses in connection with
stock
options and warrants; and accounting for income taxes.
9. Your response to prior comment 58 appears to be inconsistent
with
your disclosure that a portion of contractual allowances are based
on
estimates that are made using your historical experience rate by
payor class.  As previously requested, please provide the
following
disclosures or revise your disclosure to eliminate any
inconsistencies:

a. For each period presented, quantify and disclose the amount of
changes in estimates of prior period contractual adjustments that
you
recorded during the current period.
b. Quantify and disclose the reasonably possible effects that a
change in estimates of contractual adjustments of unsettled
amounts
from 3rd party payors as of the latest balance sheet could have on
financial position and operations.

Results of Operations, page 44
10. Please refer to your disclosure that the claims regulation
agencies` inability to accept claims during the first quarter of
2005
resulted in a significant decrease in your management fee revenue.
Please clarify the amount of the revenue shortfall and the time
period you plan to recoup these amounts.

Financial Condition - Liquidity and Capital Resources, page 46
11. While you attribute the decrease in cash flows from operations
for the quarter ended March 31, 2005 directly to a decrease in
management revenues, there appears to be other factors that
contributed to the decrease.  Please expand your disclosures to
discuss any additional drivers of cash flows that contributed to
the
decrease in cash flows from operations for the quarter ended March
31, 2005.

Financial Statements, page 65

Notes to Consolidated Financial Statements, page 76

(1) Summary of Significant Accounting Policies, page 76

Nature of Operations, page 77
12. In your accounting policy for management fees you disclose
that
the management fee is based upon the practice group`s cash
collections from imaging procedures and the practice is permitted
to
retain amounts for physician and technician of the affiliated
practices.  Please expand your disclosures in response to prior
comment 72 to clarify how management fees are determined.  For
example, is the management fee based solely on cash revenue or is
the
fee based on cash revenue minus physician and technician salaries?
13. Based on your disclosures it appears that the agreements
contain
provisions to limit the management fee using maximum monthly PET
center revenues.  Further, you disclose that, under the terms of
the
PET Rockville agreement, a portion of the management fees may be
deferred if center revenues are not sufficient to pay the
management
fee after the payment of operating costs and fees.   Please
clarify
whether the ceiling on management fees is determined monthly or if
the ceiling is based on a cumulative amount in the event
management
fees are deferred.
14. Based on the preceding comments please clarify your revenue
recognition policy for management fees, as appropriate.

(7)  Notes Payable, page 86
15. We are considering your response to prior comment 78.  Please
explain to us why you believe the guidance in EITF 86-30 applies
since DVI did not grant a waiver.  Please tell us your
consideration
of paragraph 5 of SFAS 78.

*	*	*

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR under the form type label CORRESP.
Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Keira Ino at (202) 551-3659 or Don Abbott at
(202) 551-3608 if you have questions regarding comments on the
financial statements and related matters.  Please contact Albert
Lee
at (202) 551-3654 or me at (202) 551-3715 with any other
questions.

								Sincerely,

								Jeffrey Riedler
								Assistant Director

cc:	Robert L. Blessey
	51 Lyon Ridge Road
	Katona, New York 10536

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Theodore B. Shapiro
Sagemark Companies Ltd.
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