SecProbe.io

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Mail Stop 4-6

      October 28, 2004

Via Facsimile & U.S. Mail (952) 890-7451
Richard A. Pomije
Chief Executive Officer and Chief Financial Officer
eNetpc, Inc.
11974 Portland Avenue
Burnsville, Minnesota 55337

	RE:	eNetpc, Inc.
		Preliminary Information Statement on Schedule 14C
		Filed October 14, 2004
		File No. 0-27225

Dear Mr. Pomije:

	This is to advise you that we have limited our review of the
above proxy statement to matters relating to proposals (c) and
(d).
Based on this limited review, we have the following comment.

Proposal (c)
1. In order for your shareholders to understand the impact of this
proposal, describe why you believe that having the ability to take
shareholder action by a written consent of less than all
shareholders
would "reduce the time and expense associated with proxy
solicitations."  Since any information statement would need to be
prepared and circulated 20 days before taking the action approved
by
written consent, why do you expect significant savings of time and
expense?  Additionally, clarify that the amendment to your
articles
will not affect the shareholder vote required for the approval of
an
action.  Also, explain the types of shareholder actions that you
could not approve by written consent absent a proxy solicitation.
Finally, provide an explanation of the share holdings that
currently
would enable holders to take action by written consent without a
proxy solicitation.

Proposal (d)

2. Please advise us of the basis for your belief that a proposal
granting the board discretionary authority to amend your
certificate
of incorporation is consistent

with Minnesota law.  For example, clarify how this amendment is
consistent with Section 302A.402, Subd.2, of the Minnesota
Statute.
Furthermore, tell us whether the board has adopted a series of
amendments representing each potential recapitalization under
consideration.

3. Additionally, it appears inconsistent to adopt a proposal that
allows the board to adopt any recapitalization by effecting a
forward
or reverse split "provided that the recapitalization does not
require
the amendment to the Articles of Incorporation of the
corporation."
In this regard, it is unclear what types of forward or reverse
split
recapitalizations do not require amendments to your articles of
incorporation.  On what basis do you believe that a reverse split
may
be effectuated under Minnesota law without an amendment to your
articles or incorporation?  In your response letter please explain
the process that would be followed to reduce the number of shares
owned by holders of outstanding shares without adopting an
amendment
to the articles of incorporation.  Also, explain why the change in
the number of shares would be enforceable against holders of
outstanding shares.
4. We note the references to recapitalizations designed to meet
the
capitalization requirements of listing on a national exchange.
Has
the board considered or is it planning to list its shares on a
national stock exchange?  Please disclose the status of any plans
or
efforts in this respect.  If you refer to a listing plan or
proposal,
what are the capitalization requirements that must be satisfied,
and
what other conditions would the company need to satisfy in order
to
achieve the listing?
5. Regarding the last sentence on page 5 stating that "this
amendment
would impact all shareholders but would not increase the number of
shares available for issuance," it appears that a reverse stock
split
would have the effect of increasing the number of shares available
for issuance unless the authorized but unissued shares are
decreased
by the same ratio as the outstanding shares.  Please revise to
discuss how you intend to address such dilutive effects of a
reverse
stock split when the authorized but unissued shares do not
decrease
in direct proportion to the outstanding shares.

*    *    *    *

	No further review of the proxy statement has been or will be
made.  All persons who are by statute responsible for the adequacy
and accuracy of the proxy statement are urged to be certain that
all
information required under the Exchange Act of 1934 has been
included.

      As appropriate, please amend your proxy statement and
respond
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 file your cover
letter
on EDGAR.  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.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

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

* the company 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 company 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.

	Direct questions to Robert Bell, Staff Attorney, at (202)
942-
1953, Mark P. Shuman, Special Counsel, at (202) 942-1800, or me at
(202) 942-1990.

						Sincerely,

						Barbara C. Jacobs
						Assistant Director
						Office of Computers and Online
Services

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Mr. Richard A. Pomije
eNetpc, Inc.
Schedule 14C; 0-27225
October 28, 2004
Page 3 of 3

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