SecProbe.io

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<TYPE>CORRESP
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<FILENAME>filename1.txt
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Re: Expert Systems, Inc.
October 1, 2004

                                October 12, 2004

To:  H. Christopher Owings
     United States Securities and Exchange Commission
     Division of Corporation Finance
     450 Fifth Street, N.W.
     Washington, D.C. 20549

Re:  Expert Systems, Inc.
     Form SB-2 filed September 2, 2004
     File No.: 333-118799

Dear Mr. Owings:

     The  following  are the  Company's  responses  and  revisions to its filing
     pursuant to your letter dated September 30, 2004:

Prospectus
-----------
Cover Page
-----------

1.   Please  clarify,  in the second  paragraph,  whether the registrant is also
     reserving discretion to terminate the offering in less than 90 days even if
     more than the minimum amount of proceeds but less than the maximum has been
     received.

     The  registration  statement  has been  amended,  accordingly  on page 2 to
     state:

          Expert Systems, Inc. in its sole discretion may terminate the offering
          prior to  ninety  days from the date of this  prospectus  even if more
          than the minimum amount of proceeds but less than the maximum has been
          raised.

2.   State also  whether the  registrant  is  reserving  the right to extend the
     offering  period  beyond the  original  90 days.  In that  case,  state the
     maximum outside date beyond which the offering will not be extended.

     The  registration  statement  has been  amended,  accordingly  on page 2 to
     state:

          The Company  will not extend the offering  period  beyond 90 days from
          the effective date of this prospectus.

3.   State  briefly,   with  a  cross-reference  to  more  complete  information
     elsewhere,  which  persons at the company will make the selling  effort and
     what methods they will use.

     The  registration  statement  has been  amended,  accordingly  on page 2 to
     state:

          The shares are  intended  to be sold  directly  through the efforts of
          Messrs.  Brandon  Winton and William Brent  Griffin,  the officers and
          directors of ESI. See "Plan of Distribution" on page 9.

                                       1
<PAGE>

4.   The  statement  that Expert  Systems  does not plan to use this  prospectus
     before the effective date creates an implication  that his plan may change,
     and should be deleted.  Since use of the prospectus  prior to the effective
     date is expressly  prohibited in any case,  the purpose of the statement is
     unclear.

     The statement in question has been  stricken from the amended  registration
     statement.

5.   Please  delete the last sentence of the third  paragraph,  referring to the
     absence of exchange of Nasdaq listings.

     The sentence has been deleted from the amended registration statement.

Summary Information and Risk Factors - pages 5-11
--------------------------------------------------

6.   Your summary financial  information presented on page 6 includes operations
     data for the three months ended June 30, 2004 and 2003.  Please  explain to
     us why the amounts  for the three  months are the same as those for the six
     months ended June 30, 2004 and 2003,  per your  statement of  operations on
     page 40. If this is a result of not  having any  activity  during the first
     three months of each year, please explain. If it is a typographical  error,
     please revise.

     The  summary  information  presented  on page 5  includes  data for the six
     months  ended  June 30,  2004 and  2003.  Reference  to  three  months  was
     inaccurate and has been amended, accordingly.

7.   Please  clarify  that  the  company's   auditors  have  included  in  their
     certificate on the company's  financial  statements a qualification for its
     ability to continue as a going concern.

     A risk  factor  addressing  the  auditors'  concern  is  present  under the
     subheading  "ESI's  Independent  Auditors  Have  Qualified  Their Report To
     Express  Substantial  Doubt  About Our  Company's  Ability To Continue As A
     Going Concern," on page 6 of the registration statement.

Risk Factors - page 7-11
-------------------------

8.   Please delete the last sentence of the second  paragraph,  which  mitigates
     the risk discussed.

     The sentence has been deleted from the amended registration statement.

9.   In the third risk factor discussion,  clarify, both in the headnote and the
     text, that the auditors have qualified  their  certificate to express their
     doubt about the company's status as a going concern.

     The disclosure has been amended, accordingly, to read:

          ESI'S  INDEPENDENT  AUDITORS  HAVE  QUALIFIED  THEIR REPORT TO EXPRESS
          SUBSTANTIAL  DOUBT ABOUT OUR COMPANY'S  ABILITY TO CONTINUE AS A GOING
          CONCERN.

                                       2
<PAGE>

Risk Factors - continued

          ESI has yet to commence its planned operations. As of the date of this
          Prospectus, ESI has had only limited start-up operations and generated
          no revenues. Taking these facts into account, the independent auditors
          of ESI  have  expressed  substantial  doubt  about  ESI's  ability  to
          continue as a going concern in the independent auditors' report to the
          financial statements included in the registration  statement, of which
          this prospectus is a part. If ESI's business  fails,  the investors in
          this offering may face a complete loss of their investment.

10.  Please revise the fourth risk factor  discussion,  both in the headnote and
     in the text, to eliminate  references to the company's  operating  results,
     and to clarify  rather that the company has had no operations to date,  and
     may not succeed in ever having any.

     The Company has determined that this risk factor is  inapplicable,  at this
     time and has thus been removed from the registration statement.

11.  Further  revise this  discussion  to eliminate  the reference to securities
     analysts, which may be speculative,  and the reference to factors which may
     affect their analysis, which is also presumptive.

     In reference to the Company's  response to comment 10,  above,  the Company
     has determined that this risk factor is inapplicable,  at this time and has
     thus been removed from the registration statement.

12.  Provide an additional,  separate risk factor which discusses the likelihood
     of severely limited trading in the company's stock, or the possibility that
     no market at all may develop.

     The following risk factor has been added to the  registration  statement on
     page 8:

          YOU MAY NOT BE ABLE TO SELL YOUR SHARES IN OUR COMPANY  BECAUSE  THERE
          IS NO PUBLIC MARKET FOR OUR STOCK.

          There is no public  market for our common  stock.  Our common stock is
          currently held amongst a small community of  shareholders.  Therefore,
          the  current  and  potential  market for our common  stock is limited.
          Although  we expect to  undertake  steps that would  create a publicly
          traded  market  for our  stock,  the  liquidity  of our  shares may be
          severely  limited.  ESI cannot  guarantee  that a  meaningful  trading
          market will develop.

13.  An additional  risk factor should discuss the apparent  likelihood that the
     stock will not be listed on any exchange or on NASDAQ.  Discuss the effects
     on  trading  of the  absence  of such  listings.  We have  noted  the later
     discussion of "penny stock" regulation.

     The following risk factor has been added to the  registration  statement on
     page 8:

          YOU MAY NOT BE ABLE TO SELL YOUR  SHARES IN OUR  COMPANY  BECAUSE  OUR
          COMMON STOCK IS NOT LISTED ON ANY EXCHANGE.

          Our common stock is currently not quoted on any nationally  recognized
          exchanges or trading systems. Although we expect to undertake steps to
          attain  listing on an exchange  for our stock,  ESI cannot  assure you
          that such listing will be attained. In the absence of being listed, no
          market is  available  for  investors in our common stock to sell their
          shares.

                                       3
<PAGE>

Risk Factors - continued

14.  Again, at the last paragraph of the risk factor  discussion of seasonality,
     delete the reference to public market analysts, which is speculative.

     Such paragraph has been removed from the amended registration statement.

15.  Please  expand the risk  factor  discussion  of  competitive  pressures  to
     identify at least the broad categories of your competitors,  and to clarify
     whether  competitors offer the Swing Plane product of other versions of the
     same product.

     The risk factor "Because of competitive  pressures..."  has been amended to
     read as follows:

          ESI is entering a highly  competitive  market  segment.  Our  expected
          competitors  include several larger and more established  companies in
          the   instructional   golf  product  niche  or  the  market  for  golf
          merchandise  in  general.   Generally,   ESI's  actual  and  potential
          competitors have longer  operating  histories,  significantly  greater
          financial,   technical  and  marketing   resources  and  greater  name
          recognition. Therefore, these competitors have a significantly greater
          ability to attract clients. In addition, many of these competitors may
          be able to  devote  greater  resources  than  ESI to the  development,
          promotion  and sale of services.  Our sole  product,  the Swing Plane,
          Plane  Stick,  is marketed by our current and  potential  competitors,
          which could  result in  significant  price  competition.  In addition,
          there are many competing  products  offered by competitors  that offer
          similar benefits as the Swing Plane, which may result in loss of sales
          to newer or superior  products.  There can be no assurance  that ESI's
          current  or  potential  competitors  will  not  develop  products  and
          services  comparable  or  superior  to  those  to be  offered  by  us.
          Increased  competition  could  result  in  price  reductions,  reduced
          margins or loss of market  share,  any of which would  materially  and
          adversely  affect ESI's  business,  results of operation and financial
          condition.

16.  Include at your risk factor discussion of dilution a cross-reference to the
     table  or text  discussion  illustrating  various  levels  of  dilution  on
     difference assumptions.

     The following  cross-reference  has been added to page 8, as advised:  "See
     `Dilution' on page 10."

17.  Expand the sub-heading  "The stock of ESI is a speculative  investment that
     may result in losses to investors" to indicate  specifically that there can
     be no assurance that a trading market will develop.

     The Company has added two risk factors under the sub-headings  "You may not
     be able to sell  your  shares  in our  company  because  there is no public
     market for our  stock" and "You may not be able to sell your  shares in our
     company  because  our  common  stock is not  listed  on any  exchange,"  in
     accordance  with  comments  12 and 13,  above,  both of which  address  the
     speculative  nature that no trading market currently exists nor may develop
     in the  future.  To prevent  unnecessary  repetition,  the  Company has not
     expanded the sub-heading "The stock of ESI is a speculative investment that
     may result in losses to investors."

                                       4
<PAGE>

Use of Proceeds - page 11
--------------------------

18.  We  note  that at  Part  II  expenses  of the  offering  are  estimated  at
     approximately $8,000. Please reconcile.

     The  offering  expenses set forth on page 48 were  inaccurate  and has been
     amended.

Legal Proceedings - page 14
----------------------------

19.  Please  state also in this  section  whether  there are any  pending  legal
     proceedings against the company.

     The  following  statement  has been  added  to page 11 of the  registration
     statement: "There are no pending legal proceedings against the Company."

Description of Business - page 18
----------------------------------

20.  We note the  statement  later in the  prospectus  that the  Plane  Stick is
     currently being assembled in China.  Please advise,  to the extent known to
     the registrant,  of the current status of this assembly,  and the source of
     the registrant's information.

     The following sentence has been added to the amended registration statement
     on page 14:  "According  to Swing  Plane  Enterprises,  the Plane  Stick is
     currently being manufactured by a third-party in Ningboo, China."

21.  Please also advise whether the  registrant  knows when Plane Stick would be
     able to  commence  deliveries  of the  product  to it. If the  company  can
     reasonably  anticipate  difficulties in production or supply,  or delays in
     delivery, which could affect its operations, please explain.

     The following sentence has been added to the amended registration statement
     on page 14:

          ESI believes  that the Plane Stick is available for  fulfillment  from
          Swing  Plane  Enterprises.  However,  ESI  has  no  control  over  the
          manufacturing  process of the Plane Stick; thus, ESI is unaware of any
          current or  anticipated  difficulties  in the  production or supply or
          delay in deliveries of the Plane Stick.

Management's Discussion and Analysis - page 21
-----------------------------------------------

22.  Please disclose whether you have any off balance sheet arrangements.  Refer
     to Item 303(c) of Regulation S-B.

     The  following   sentence  has  been  added  to  page  17  of  the  amended
     registration statement:

          "ESI does not have any off-balance sheet arrangements."

                                       5
<PAGE>

Plan of Operation
------------------

23.  Clarify, if true, that the company has no obligation to acquire any minimum
     quantities  of the Swing  Plane,  whether in a  particular  time  period or
     otherwise, from its licensor.

     The  registration  statement has been amended on page 18 to incorporate the
     following sentence:  "We are not obligated to purchase any minimum quantity
     of the Swing Plan,  whether in a particular  time frame or otherwise,  from
     Swing Plane Enterprises."

Financial Statements
---------------------

Audited Financial Statements for the Years Ended December 31, 2003 and 2002
----------------------------------------------------------------------------

Independent Auditors' Report, page 28
-------------------------------------

24.  Your independent auditors' reissued report dated January 22, 2004, included
     in this registration statement, does not appear to meet the requirements of
     Auditing Standard No. 1, References in Auditing Reports to the Standards of
     the  Public  Company  Accounting  Oversight  Board.  Please  refer  to  the
     Commission's  Release  Nos.  33-8422;  34-49708;  FR-73  dated May 14, 2003
     available at www.sec.gov.

     The Company's  independent  auditors  have reissued  their January 22, 2004
     report,  which  is  contained  on  page  26  of  the  amended  registration
     statement.

Statement of Operations, page 31
---------------------------------

25.  SFAS 128 requires the disclosure of basic and diluted earnings per share on
     the face of the