SecProbe.io

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<TYPE>LETTER
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<FILENAME>filename1.txt
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      November 16, 2005
Mail Stop 6010

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

Re:	Somerset International Group, Inc.
	Amendment No. 1 to Registration Statement on Form SB-2
	File No. 333-128262
	Filed on November 1, 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. We note your response to our prior comment 1 from our letter
dated
October 6, 2005.  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. Clarify who was the issuer of each of the securities mentioned
in
the second paragraph.

3. If true, please disclose (1) that John X. Adiletta, who is your
CEO, and Paul Patrizio, your former CFO, were the controlling
shareholders of Somerset-NJ and that they received the 4,063,884
shares of your common stock and (2) that these individuals
provided
the services you describe in the third paragraph.  Also clarify
how
individuals received shares in the JRS/Somerset-NJ transaction
like
those mentioned in footnote 2 on page 10.
4. Please balance your disclosure of Secure Systems revenues in
the
seventh paragraph with equally prominent disclosure of its losses.
5. Please tell us where your summary includes the disclosure
requested in the first sentence of previous comment 4.
6. We note your disclosure in response to comment 3.  If you
acquired
Secure Systems in a merger as disclosed on page 1, please clarify
why
you would generate consulting revenues from a company that you
own.
7. Please reconcile the definition of a blank check company that
you
disclose on page 2 with the definition in Rule 419.
Risk Factors, page 3
8. Please tell us where you provided the disclosure requested by
previous comment 5.
Market for Common Equity, page 6
9. Please update your disclosure in this section and throughout
your
document.
Selling Shareholders, page 7
10. Please clarify which shares mentioned in the footnotes are
being
registered for resale.
11. We note your additional disclosure in response to our comment
10.
In your footnote 24, you state you are registering shares that
will
be owed as a dividend. Please explain how you are able to register
the shares you describe as being issued as dividends when your
Certificate of Designations appears to permit only cash dividends.

12. Please explain how you calculated the dividend share amounts
disclosed in footnote 24 and how the first redemption date
describe
on page 17 affects those calculations.
13. We note your additional disclosure in response to our comment
11.
Please provide sufficient detail so investors can understand the
nature and amount of "services rendered."  For example, in
footnote
3, please disclose the duration of the legal services.  In
footnotes
16 and 22, disclose the nature and duration of the "consulting
services."
14. We note your disclosure in footnote (1).  Please revise your
calculation to disclose percentages consistent with instruction 3
to
Regulation S-B Item 403.
15. Please clarify why the shares underlying the note mentioned in
footnote 4 are not included in the "Shares of common stock owned
prior to the offering" column.  Likewise, it is unclear why the
shares underlying securities owned by the other shareholders are
not
included in that column.
16. Please disclose the repayment and interest terms notes
mentioned
in the footnotes.
17. Please disclose the terms of the warrants mentioned in
footnotes
9, 19 and 20.
18. Please ensure that the number of shares reflected in to
footnotes
is reconcilable to the number of shares included in the table for
the
respective selling shareholders.  For example, we note the
information in footnotes 19 and 21.
19. Please identify the individuals who beneficially own the
shares
held in the name of "Zbranak, Fredk, and Marcelene."
Plan of Distribution, page 12
20. We note your response to comment 68.  If the securities can be
sold only in selected states, please fully disclose the limitation
on
the permissible distribution.
Directors, Executive Officers, Promoters and Control Persons, page
14
21. We note your addition of Mr. Sandrow, Mr. Morrison, and Mr.
Ullery. Please explain more specifically each executive`s business
experience during the last five years.
22. Please reconcile the list of individuals disclosed in this
section with the individuals named in your Form 8-K filed May 10,
2005.

Security Ownership, page 15
23. Please provide the table required by Regulation S-B Item
403(b)
for each class of your equity securities.
Preferred stock, page 16
24. Please file each of the agreements mentioned in the disclosure
added in this section.
25. Please explain the terms of the Secure Systems profit
participation certificates.
Description of Business, page 20
26. Please reconcile the date in your disclosure in response to
comment 24 with the date on page 14.
27. We note your response to comment 29.  If class A common stock
is
authorized, please disclose the terms of that class in the
appropriate section of your document. If the class is no longer
authorized, please clarify when shareholders amended the
certificate
of incorporation.
28. We note your revision in response to comment 30 that the split
occurred in February 2004.  Please reconcile this disclosure with
the
information in your March 2004 information statement filed with
the
Commission.
29. It is unclear how you have addressed the first three sentences
and first four bullet points of pervious comment 30.  Therefore,
we
reissue the comment.
Acquisition of Secure Systems, page 21
30. Please provide independent, objective support for the
statements
you make on page 22, including the statements about the University
of
Bridgeport`s safety improvements.
31. Disclose the statement in your response to comment 26 that the
installation was seven years ago.
Customers and Market, page 23
32. We note your response to our prior comment 37 about your
contract
with the State of New York and also note that you have removed the
disclosure discussing this contract.  Required information must be
disclosed regardless of its confidentiality.  Please tell us why
this
information is not required and why the contract need not be filed
as
an exhibit.

33. We note your response to our prior comment 38.  Please expand
your disclosure to indicate the geographic location and more
specific
dates for the healthcare facilities you describe.
34. Please demonstrate that your summary disclosure on page 1
focusing on campus use objectively represents your customer base,
when it appears you only installed your product at one campus.
Materials, page 24
35. We note your response to our prior comment 39 about your
manufacturing capabilities.  Explain whether you manufacture your
entire finished product, or whether you outsource part of such
manufacturing. Explain what it means to have the manufacturing
capabilities you describe.
Recent Developments, page 25
36. We note your response to comment 43.  Please disclose the
progress since the date of the letter of intent and disclose the
expiration date of the letter.
37. Given the confidentiality agreement mentioned in the last
sentence, please tell us how you will provide investors all
required
information in the prospectus. In this regard, we reissue the last
bullet point of comment 43; for example, you have not disclosed
information about the target`s competition, management,
intellectual
property, net income and operating trends.
Liquidity, page 27
38. We note your response to our prior comment 25 and additional
disclosure about your bridge notes.  Please explain how you are
not
in default under these notes and how you intend to repay these
notes.
Please update the description with any recent developments.
39. We note your response to comment 48.  Please clarify how you
could solicit the vote of the majority of your shareholders
without
complying with the proxy rules.
Certain Relationships and Related Transactions, page 29
40. We reissue comment 49.  Please disclose the amount of
consideration involved in the transactions.

41. We note your response to our prior comment 50.  Please explain
why Mr. Patrizio agreed to return 1,289,848 shares of common stock
and whether you gave any consideration for such return. Explain
how
that amount was calculated.  Please file any agreements relating
to
Mr. Patrizio`s employment, including any resignation agreements.
42. Please explain the period of time covered by the accrual of
$100,000 of salaries for Mr. Patrizio and Mr. Adiletta.
43. Please clarify how the transactions mentioned in the third,
sixth
and seventh paragraphs are related-party transactions that must be
disclosed in this section.
44. Please explain why the transaction described at the top of
page
F-7 is not disclosed in this section.
Executive Compensation, page 30
45. Please do not alter the format of the table required by
Regulation S-B Item 402(b).
Unaudited Interim Financial Statements as of June 30, 2005
Note 2.  Revenue Recognition, page F-6
46. We note your response to prior comment 56.  Your response does
not appear to address the accounting for arrangements in which the
equipment has been delivered but the subscription and maintenance
services are delivered over time.  Please respond to the
following:
* You state that you recognize equipment revenue upon delivery to
the
customer.  Tell us whether you believe your equipment has
standalone
value, as defined in paragraph 9(a) of EITF 00-21.
* For arrangements that include multiple elements, revise this
note
to disclose how you allocate the total contract consideration
between
each of the elements of the contract.  Refer to paragraphs 12-16
of
EITF 00-21.
* Tell us and revise this note to discuss how you determine the
relative fair values of the undelivered elements.

Note 7.  Related Party Transactions, page F-6
47. We note your response to prior comment 58.  It appears that
you
reversed previously recorded compensation cost upon the voluntary
return of shares by your former officer.  Please note that
paragraph
15 of APB 25 provides for the reversal of previously recorded
compensation cost in situations where stock awards are not
exercised
because the employee fails to fulfill an obligation.  The FASB
Staff
has indicated that the reversal of previously measured
compensation
would be appropriate only if the forfeiture or cancellation of an
award results from the employee`s termination or nonperformance.
While the award to your former officer was returned at the time of
his resignation, it does not appear that the award was
automatically
cancelled or forfeited upon his resignation.  Rather, it appears
the
return of the award was voluntary.  Please respond to the
following:
* Please tell us why you believe it is appropriate to record other
income for the returned shares.  Tell us the specific accounting
literature upon which you relied in making your determination.
* Please clarify for us whether there were any restrictions placed
on
the shares at the time of the original issuance.
* Please tell us why the former officer returned the shares.
Based on the disclosures provided and the response to our prior
comment, it appears that the return of the shares by your former
officer should be treated as a capital transaction rather than a
reversal of previously recorded compensation cost.  Please advise.
48. In this regard, please tell us why you recorded the original
charge as other expense and not as an administrative and general
expense.  Please cite the accounting literature on which you based
your conclusion.
Note 8.  Going Concern, page F-7
49. We note your response to prior comment 47.  You state that
your
plan to establish a source of revenues sufficient to cover your
operating costs is predicated upon the acquisition of additional
companies to whom you will provide consulting and management
services
for fees sufficient to cover your operating expenses.  Please
revise
this note and MD&A to address the following:
* It appears that in order for this to alleviate the going
concern,
you are dependent on being able to acquire cash flow positive
companies.  Please revise to discuss whether you intend to only
acquire cash flow positive companies.
* Please revise to address how you plan to pay for any future
acquisitions.  As appropriate, add disclosures to address the
impact
any financings will have on your future cash flows.
* Please also revise to clarify how the assessment of management
fees
will alleviate the going concern.  It appears that the management
fees will act as a mechanism to flow cash generated by
subsidiaries
up to the parent company.
Note 10.  Promissory Notes Payable, page F-7
50. We note that the holders of $724,000 of your outstanding notes
received 724,000 shares of your common stock and that you agreed
to
register these shares within 180 days from the closing of the
acquisition of Secure Systems, Inc.  Tell us whether the holders
of
these shares are entitled to any additional cash or share-based
payments should you not complete the registration by the specified
date.  Revise this note to disclose any penalties associated with
the
registration rights.
Note 11.  Acquisition Agreement, page F-8
51. We note your response to prior comment 8.  There continue to
be
inconsistencies throughout the filing with respect to the date of
this acquisition.  Please revise your disclosures throughout the
filing to clarify whether the agreement and plan of merger was
entered into on June 15, 2004 or July 7, 2004.  In addition,
please
revise the disclosure on page 20 to clarify that the acquisition
did
not occur until March 11, 2005.
52. We note your response to prior comment 62.  We do not believe
the
current presentation as of September 30, 2005 is appropriate in
light
of the fact that the acquisition was completed March 11, 2005.
Please revise your filing to provide a preliminary purchase price
allocation in accordance with paragraphs 36-46 of SFAS 141.  The
preliminary purchase price allocation should include a preliminary
allocation of amounts to each of the identifiable intangible
assets
meeting the criteria of paragraph 39 of SFAS 141.  We believe it
would be appropriate to base the preliminary allocations at least
in
part on the factors and information used to determine the purchase
price of the acquired entity, as outlined in paragraph 50 of SFAS
141.  Please also revise to provide the disclosures required by
paragraph 51(h) of SFAS 141.
53. We note your response to our comment 64.  Please revise this
footnote to clearly indicate that the redemption price of the
preferred stock is $1 per share.

Recent Sales, page II-2
54. Please reconcile your statements about the insubstantial
number
of persons involved in the March 11, 2005 transaction with the
number
of individuals identified in the selling stockholders` table.
Clarify how the cited exemption was available for this
transaction.

*  *  *  *  *
      As appropriate, please amend your