SecProbe.io

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MAIL STOP 0303

June 6, 2005

By Facsimile (516) 750-9717 and U.S. Mail
Raymond Barton
MarketShare Recovery, Inc.
33 South Service Road, Suite 111
Jericho, New York 11753

Re:  	MarketShare Recovery, Inc.
	Schedule 14f-1 filed on May 31, 2005
	File No. 005-79122

Dear Mr. Barton:

      We have the following comments on the above referenced
filing. 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.

Schedule 14f-1

General

1. You disclose that simultaneously with the merger, certain
security holders of MarketShare will surrender 2,208,521 shares of your
common stock.  However, the disclosure is unclear as to how MarketShare
will achieve this.  Please advise how MarketShare will have its
security holders surrender their common stock.

   Directors and Executive Officers, page 8

2. We note that that the board of directors does not have any
committees.  In this regard, your filing should state the basis
for the view of the board of directors that it is appropriate for the
registrant not to have a nominating committee and identify each
director who participates in the consideration of director
nominees. Also, revise to disclose the information regarding the
director nomination process of MarketShare.  See Item 7(d)(2) of
Regulation 14A.

3. Please disclose the information required by Item 7(f) of
Schedule 14A, such as disclosure regarding the number of meetings of
the board of directors.  Also future filings should disclose whether
MarketShare has a process for security holders to send
Communications to the board of directors, as required by Item 7(h) of
Schedule 14A.

Closing Comments

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision.  Since the issuer is in possession of all
facts relating to its disclosure, it is responsible for the accuracy
and adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide, in writing, a statement from the issuer acknowledging that:

* the issuer is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the issuer may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff of
the Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      As appropriate, please amend your document in response to
these comments.  You may wish to provide us with marked copies of the
amendment, if required, 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.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.  In addition, depending upon your response to these
comments, a supplement may need to be sent to security holders.

      Please direct any questions to me at (202) 551-3456.  You
may also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code:  20549.

         					Very truly yours,

          					Jeffrey B. Werbitt
						Attorney-Advisor
						Office of Mergers and Acquisitions

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