SecProbe.io

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      October 6, 2005
Mail Stop 6010

John X. Adiletta
Somerset International Group, Inc.
90 Washington Valley Road
Bedminster, New Jersey 07921

Re:	Somerset International Group, Inc.
	Registration Statement on Form SB-2
	File No. 333-128262
	Filed on September 12, 2005

Dear Mr. Adiletta:

      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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
Cover Page
1. Please reconcile the amount of shares to be registered with the
amount of shares listed in the selling shareholder table.
About our Company, page 1
2. Please briefly explain the activities of your company from
December 31, 2001 to March 11, 2005 including Mr. Adiletta`s
acquisition of control of the company.
3. Given your disclosed business strategy, it is unclear why you
believe that you are not a blank check company as defined in Rule
419(a)(2).  Please provide us support for your conclusions,
including
specific references to any legal authority on which you rely.
4.
Please expand the summary description of your business strategy to
highlight that you will not devote a substantial amount of time to
verifying information as mentioned on page 23. Also highlight in
the
forepart of your document your obligation to pay 5% of your
earnings
to your CEO as mentioned on page 25.
Risk Factors, page 2
5. Please add risk factors that explain to investors the risks
specific to the business and industry of your recent and pending
acquisitions.
6. Please add a risk factor to discuss Mr. Adiletta`s significant
holdings of your securities.
We have a limited operating history..., page 2
7. Please discuss risks associated with your auditor`s going
concern
opinion.
8. You state you acquired Secure Systems in June of 2004, yet on
page
1, you state the acquisition was completed on March 11, 2005.
Please
clarify when the acquisition was completed throughout the filing.
Market for Common Equity and Related Shareholder Matters, page 5
9. Please provide the disclosure required by Regulation S-B Item
201(a)(1)(ii).
Selling Shareholders, page 6
10. For the shareholders that are selling shares underlying
another
security, please specifically identify the number of shares being
registered by footnote or by creating another line item in the
table.
Also, explain how you calculated those amounts.
11. Please describe the terms of the transactions in which each
selling shareholder received the securities, including dates,
consideration paid, nature of "services rendered," etc.  Also
disclose the conversion or exercise provisions of related
securities.
Ensure that the disclosure clearly indicates in which transaction
each selling shareholder received shares.
12. It appears that the shares being registered for the
unidentified
New England based System Administrator have not been issued as of
the
date of your filing of this registration statement.  It is
inconsistent with Section 5 of the Securities Act to register
shares
for resale before the initial private sale of those securities has
been completed.  Please revise accordingly.  Note also that it is
inconsistent with section 5 to renegotiate the terms of any
agreement
related to a private sale of securities after those have been
included in a registration statement.
13.
Please identify the individuals who beneficially own the shares
held
in the names of entities.
14. Please clarify whether John Adiletta or Paul Patrizio is a
broker-dealer or an affiliate of a broker-dealer.
Directors, Executive Officers, Promoters and Control Persons, page
11
15. Please explain more specifically Mr. Adiletta`s business
experience during the last five years.
16. Please provide support for your statements of Mr. Adiletta`s
management style and strengths.
17. We note the identification of management in your Form 8-K
filed
May 10, 2005.  It is unclear why you have identified only one
individual in your SB-2, particularly given the definition of
executive officer in rule 405 which states that executive officers
of
subsidiaries may be deemed executive officers of the registrant if
they perform such policy making functions of the registrant.
Description of Securities, page 12
18. Please quantify the aggregate number of shares you are
obligated
to issue under all outstanding agreements.
Preferred Stock, page 13
19. Describe the "certain conditions" mentioned in the penultimate
paragraph on page 13.
20. Disclose the redemption price.
Dividends, page 14
21. If you are statutorily prohibited from paying dividends,
disclose
and explain this limitation.
Warrants, page 14
22. Please clarify why the exercise price of the warrants is based
on
the date of the prospectus.

Description of Business, page 15
23. In the first full paragraph on page 16, you state the company
looked to maximize the value of your tangible and intangible
assets.
Please briefly describe those assets.
24. Please describe in detail how Mr. Adiletta acquired control of
the company from J.R.S. Holdings and control over the company`s
board
of directors including a description of any shareholder votes, or
lack thereof.
25. Please explain what "six month notes" are and the value of the
notes.  For example, explain that for each dollar invested an
investor received a note for a dollar repayable in full in six
months
and one share of stock, if true.  Please explain when these notes
are
due and describe how you intend to repay them.
26. Please provide independent, objective support for the
statements
you make in the penultimate paragraph on page 17, including the
reasons for the University of Bridgeport`s award and your
description
of limited competition and your product being considered the best
solution in its class.
Corporate Developments, page 15
27. Please reconcile your statement on the bottom of page 15 that
AMI
was your principal shareholder with the statement on page 16 that
JRS
was your principal shareholder.
28. If individuals controlled the entities named in this section,
please identify those individuals.
29. Explain the status of your classes of common stock mentioned
in
the second full paragraph on page 16.
30.
Please tell us whether shareholder approval was required for any
of
the transactions described in this section or the following
section.
Cite the authority on which you rely.  If shareholder approval was
required, please demonstrate compliance with the proxy rules.  In
this regard, please also:
* tell us the dates of your recent annual shareholders meetings,
* demonstrate compliance with the proxy rules for those meetings,
* disclose appropriate risk factors if you do not hold
shareholders
meetings,
* explain the effect of your meeting schedule on your disclosure
under "Term of Office" on page 11, and
* reconcile the date of your reverse split mentioned in your March
2004 proxy material with the February 23, 2004 date mentioned on
page
F-16.

31. Describe the services you received for the $609,583.  Disclose
who provided those services.
Industry Overview, page 17
32. Please provide marked copies of the reports describing the
statistics for college crimes of violence you cite in the second
paragraph on page 18.
33. Please provide independent, objective support for your
statements
in the third paragraph on page 18 about solutions for colleges
being
"very limited" and how your products provide "an opportunity to
significantly decrease crimes of any kind on campus."
Technology, page 18
34. In the last paragraph on page 18 you describe your products
using
unlicensed 300MHz frequencies, yet you also describe use in the
450MHz frequency on page 20.  Please expand to reconcile. Also,
please expand your technology explanation including how your
devices
have been approved by the FCC.
35. Please describe the monitoring station.  For example, is this
a
customized personal computer with your proprietary software?  Do
you
sell the computer?
36. Disclose the duration and effect of protection of your
proprietary intellectual property.  For example, disclose the
expiration date and scope of patents.
37. Provide us support for you statement of your product being
credited with saving life and avoiding injury and violent crime.

Customers and Market, page 19
38. Please expand your description of your contract with the state
of
New York to include terms and the nature of the agreement. Also
provide support for your statement from the first full paragraph
on
page 20 that New York has "determined Secure`s product to be the
product of choice and Secure to be the vendor of choice."
39. With a view toward clarified disclosure, tell us the number of
installations by facility type, geographic location and date of
installation.  Also, demonstrate that your summary disclosure on
page
1 focusing on campus use objectively represents your customer
base.
Materials, page 19
40. Please briefly describe your manufacturing capabilities.
Explain
if you manufacture your finished product, or if you outsource such
manufacturing.
Competition, page 20
41. Please describe other competitors who provide products that
are
similar to yours, your competitive position in the industry, and
methods of competition.
42. With a view toward disclosure, please tell us how you have
determined that your product can more precisely locate an
individual
in distress.
Recent Developments, page 20
43. We note your recent developments discussion about the letter
of
intent with an unnamed systems integrator and value added
reseller.
Please provide full disclosure about this transaction, including:
* the date of the letter of intent,
* hurdles remaining until the acquisition closes,
* sources of financing,
* the terms of the convertible preferred stock and the price
adjustments,
* full disclosure regarding the target and its business so
investors
have sufficient information to make an informed investment
decision.
Management`s Discussion and Analysis, page 21
44. The safe harbors you mention at the top of page 21 are not
applicable to penny stock issuers. You should not cite
inapplicable
statutory provisions.

Results of Operations For The Six Months Ended June 30, 2005
Compared
To The Six Months Ended June 30, 2004, page 22
45. Revise your discussion of the results of operations to more
clearly describe the causes of material changes from period to
period.  In addition, revise your discussion to address the past
and
future financial condition and results of operation, placing
particular emphasis on the prospects for the future.  Refer to
Item
303(b) of Regulation S-B.  Specifically, address the following:
* We note that revenues increased due to the acquisition of Secure
Systems.  Please revise your discussion to provide an analysis of
the
revenues for Secure Systems for the quarter.  Discuss the overall
performance of that business.  Provide insight regarding any
trends
in the business and discuss your expectations for future periods.
* We note that you incurred increased costs, due in part to the
acquisition of Secure Systems.  Please revise to provide an
analysis
of the costs incurred and to discuss your expectations for costs
in
future periods.
46. Explain the reason for the return of the common shares issued
in
connection with the consulting fee.
Liquidity and Capital Resources, page 22
47. We note there is currently substantial doubt regarding your
ability to continue as a going concern as explained in the last
paragraph of the independent auditor`s report to your financial
statements on page F-10.  We also note your disclosure on page 3
that
you "will need a minimum of $400,000 to continue operations over
the
next twelve months, which [you] currently do not have in [your]
cash
reserves."  In this regard, please clarify your disclosure to
discuss
management`s plan to remove the threat to your continuation as a
going concern.  The "viable plan" should include appropriate and
prominent disclosure of your plans to establish a source of
revenues
sufficient to cover your operating costs and overcome your
financial
difficulties.  You should discuss how you intend to raise the
$400,000 that you believe will be required to fund your operations
over the next twelve months.  Explain what will happen if you are
unable to successfully implement your viable plan.  Refer to the
guidance in FRC 607.02.  Similarly, revise your disclosures in
Note
1B to the financial statements on page F-15 and Note 7 to the
interim
financial statements on page F-7 to include this detailed
discussion
of management`s plan.
48. We note your reference to an information statement.  Please
briefly explain when an information statement would be required
and
when you could complete a transaction without an information
statement. Please also discuss why a proxy statement would not be
used.
Certain Relationships and Related Transactions, page 24
49. Please expand to explain the amount of consideration given for
the stock received by your officers who are or were related
parties.
50. Please explain why Mr. Patrizio agreed to return 1,289,848
shares
of common stock as described in note 10 on page F-21 and whether
you
gave any consideration for such return.
51. Please provide disclosure for all transactions during the time
period covered by Regulation S-B Item 404 including transactions
with
parties who were related parties during the required time period
but
may no longer be related parties.
52. Please reconcile the disclosure in this section with the
transactions mentioned in Note 4 beginning on page F-17.
Executive Compensation, page 24
53. Tell us how the table reflects the stock issuances mentioned
on
page F-18.
Financial Statements, page F-1

54. In the event of a delay of effectiveness, revise your filing
to
provide updated financial information as required by Item 310(a)
of
Regulation S-B.

Unaudited Consolidated Statements of Operations, page F-3

55. You state on page 13 that dividends on your preferred stock
accrue at a rate of $.08 per year.  On your statement of
operations
for the six months ended June 30, 2005, it appears that you have
recorded the full annual dividend for 2005.  Tell us how you have
calculated the dividend accrual for the six months.  If this
represents the full amount of dividends for 2005, tell us why you
have accrued the full amount in the first six months of 2005
rather
than accruing it ratably over the year.  Tell us when the holders
of
the preferred stock earn the dividends associated with the
preferred
stock.

Notes to Consolidated Financial Statements

56. We note that as a result of your acquisition of Secure
Systems,
Inc. on March 11, 2005, you are now generating revenue from
equipment
sales, installation revenues, subscription revenues and
maintenance
revenues.  Please revise the footnotes to your interim financial
statements to disclose your revenue recognition policy for each
significant type of revenue.  Disclose any significant or unusual
terms associated with your sales arrangements.  Specifically,
please
address the following:

* Disclose how you account for multiple-element arrangements.
Demonstrate how your policies comply with SOP 97-2, EITF 00-21 and
SAB 104 by identifying the sepa