SecProbe.io

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Room 4561

	September 9, 2005

Mr. Francis J. Alfano
Chief Executive Officer
MTM Technologies, Inc.
850 Canal Street
Stamford, Connecticut 06902

Re:	MTM Technologies, Inc.
	Registration Statement on Form S-3 filed August 16, 2005
	File No. 333-127587

Dear Mr. Alfano:

      This is to advise you that we have limited our review of the
above registration statement to the matters addressed in the
comments
below.  No further review of the registration statement has been
or
will be made.  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 any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

Registration Statement Facing Page

1. Your registration statement facing page indicates that you are
registering an aggregate of 10,922,863 shares of common stock.
The
remainder of your filing, however, states that you are registering
an
aggregate of 9,384,402 shares of common stock for resale.  Please
revise as appropriate.

The Company, page 4

2. We note your disclosure starting at the bottom of page 5 that
discusses the Pequot/Constellation Purchase Agreement and the
option
to purchase convertible promissory notes that could, after
shareholder approval, be convertible into Series A-4 and A-5
Preferred Stock and related warrants.  Your subsequent disclosure
in
the third full paragraph on page 6 states that after the July 7,
2005
sale of preferred stock and warrants, no further Series A-4
Preferred
Shares or Warrants are issuable under such purchase agreement.
Please revise to clarify whether the options referenced above
remain
outstanding or whether they have been exercised or otherwise
terminated.  If the options were exercised, ensure that your
revised
disclosure clearly indicates whether the promissory notes were
converted to preferred shares and warrants and, if so, when such
conversion occurred.  Further, please revise to clarify the
significance of the disclosure set forth in the second full
paragraph
on page 6 of your prospectus and how it relates to the current
status
of the options referenced above.  The current disclosure appears
confusing as it discusses a contractual clause that seems to have
been rendered moot by the sale of second tranche notes on March
11,
2005.

Risk Factor

Pequot could be deemed our controlling shareholder..., page 22

3. We note that the subheading of this risk factor indicates that
Pequot "could be deemed" your controlling shareholder and that the
text of the risk factor indicates that Pequot currently holds
approximately 50% of the voting power of your outstanding
securities.
However, your Form 10-K indicates that Pequot beneficially owns
approximately 70.5% of your securities and it appears from page 26
of
your registration statement that Pequot currently beneficially
owns
well over 50% of your stock.  Additionally, the disclosure in the
footnotes to the selling securityholders table indicates that two
Pequot representatives currently serve on your board.
Accordingly,
please comprehensively revise this risk factor to provide
prominent
disclosure of Pequot`s holdings and its relationship with the
company.  Finally, given what appears to be a controlling interest
in
your company, consider revising your prospectus summary to
disclose
Pequot`s relationship with the company.

Selling Securityholders, page 26

4. Please revise this section to provide a description of the
material terms of the Series A-4 preferred stock and the warrants
for
shares of your common stock.

5. We note from the front cover page of the prospectus that the
registration of 9,384,402 shares of common stock consists of
7,845,941 shares issuable upon conversion of Series A-4 preferred
stock and 1,538,461 shares issuable upon exercise of outstanding
warrants.  Such securities appear to have been sold to the selling
securityholders pursuant to the purchase agreement dated December
7,
2004 per your disclosure starting on page 5.  However, your
disclosure on page 5, as well as the disclosure in footnote 2 to
the
selling securityholders table, indicates that 7,692,407 shares of
Series A-4 preferred stock were sold in transactions pursuant to
the
Pequot/Constellation Purchase Agreement.  Please reconcile the
difference between the 7,845,941 shares of common stock underlying
the Series A-4 preferred stock being registered and the 7,692,407
shares of Series A-4 preferred stock previously sold.

*              *              *              *

      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
understand that we may have additional comments after reviewing
your
amendment and responses to our 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 company and its management are in
possession of all facts related to your disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert the staff comments and the
declaration
of effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of your registration statement as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act and the
Exchange
Act as they relate to the proposed public offering of the
securities
specified in the above registration statement.  We will act on the
request and, pursuant to delegated authority, grant acceleration
of
the effective date.

      We direct your attention to Rule 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 Daniel Lee at (202) 551-3477 with any
questions.  If you need further assistance, you may contact me at
(202) 551-3730.

	Sincerely,

	Barbara C. Jacobs
	Assistant Director

cc:	Via Facsimile

	E. Ann Gill, Esq.
	Thelen Reid & Priest LLP
	875 Third Avenue
	New York, New York 10022
	Telephone: (212) 603-2000
	Facsimile:  (212) 603-2001

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