SecProbe.io

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                           GALLAGHER, BRIODY & BUTLER
                               COUNSELLORS AT LAW

                           PRINCETON FORRESTAL VILLAGE
THOMAS P. GALLAGHER          155 VILLAGE BOULEVARD              NEW YORK OFFICE
KEVIN M. BRIODY+                   2ND FLOOR                    300 PARK AVENUE
JOHN K. BUTLERo           PRINCETON, NEW JERSEY 08540             17TH FLOOR
BARBARA J. COMLY*+                ---------                   NEW YORK, NY 10022
MARTIN J. CONROY                                                  212-938-0831
DEBORAH L. CARROLL*             (609) 452-6000                 FAX: 212-938-0917
JONATHAN M. GRISCHUK         Fax: (609) 452-0090

                                                         *ALSO ADMITTED IN NY
                                                         +ALSO ADMITTED IN PA
                                                         oALSO ADMITTED IN DC
                                                         *ADMITTED IN NY, DC
                                                           AND CT ONLY

                                     October 28, 2005

VIA FACSIMILE (202-772-9204)
AND EDGAR

United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn.:   H. Christopher Owings, Assistant Director
         Kurt Murao, Attorney Advisor
         Ellie Quarles, Special Counsel

         Re:      Poseidis, Inc.
                  Preliminary Information Statement on Schedule 14C
                  Filed September 28, 2005
                  File No. 0-26329

Ladies and Gentlemen:

     On behalf of Poseidis, Inc. ("Poseidis" or the "Company"), we have filed on
today's date via Edgar Amendment No. 1 to the Company's Preliminary  Information
Statement on Schedule 14C (the "Amendment").  In order to facilitate your review
of the Amendment,  we have responded,  on behalf of the Company,  to each of the
comments  set forth in your letter  dated  October 14, 2005 on a  point-by-point
basis.  The numbered  comments and responses below  correspond with the numbered
paragraphs in the Commission's October 14, 2005 comment letter.

Comment #1:

Outstanding and Issuable Securities, page 4

Standby Equity Distribution Agreement, page 4

     To allow investors to better  understand the dilutive effect of the Standby
Equity Distribution Agreement, please include a tabular presentation showing the
number of shares  issuable at the current market price and at a 25%, 50% and 75%
decrease in the current  market  price.  Also,  disclose  the maximum  number of
shares that may be issued and the percentage of outstanding securities that this
amount  represents  as  well  as  the  percentages  of  outstanding   securities
represented by the securities  issued at the discounts to market price described
above.

<PAGE>
U.S. Securities and Exchange Commission
October 28, 2005
Page 2

Response to Comment #1:

     We have  included a table at page 4 of the  Amendment  as  requested  which
illustrates  the dilutive  effect of the Standby Equity  Distribution  Agreement
(the "SEDA")  showing the number of shares  issuable at the current market price
and at assumed 25%, 50% and 75% decreases to the current  market price.  We have
also disclosed the maximum number of shares that are issuable at such prices, as
well as the percentages of outstanding securities represented by such issuances.

Comment #2:

     According  to your form 8-K dated  August 26, 2005 and the  Standby  Equity
Distribution  Agreement,  you  have  agreed  to pay  Cornell  Capital  5% of the
proceeds that you receive from each advance under the agreement. Please disclose
this 5% payment  and  describe  how this  payment  fits  within the equity  line
arrangement.

Response to Comment #2:

     We have  expanded  our  disclosure  of the SEDA as  requested  at page 4 to
include the 5% fee payable at each closing,  and have  described the  procedures
the Company is required to follow for making such payments.

Comment #3:

     It appears from the relevant exhibits to the form 8-K dated August 26, 2005
that  David  Gonzalez,  Esq.  will act as escrow  agent in  connection  with the
standby equity  distribution  agreement.  Currently,  however,  we note that Mr.
Gonzalez  is a managing  partner of Cornell  Capital.  In view of the  affiliate
relationship  between  Cornell  Capital as investor  and Mr.  Gonzalez as escrow
agent, it appears that Cornell  Capital may have actual or potential  discretion
as to  whether  it  will  perform  its  obligations  under  the  standby  equity
distribution agreement.  Please provide us with your analysis as to whether this
affiliate  relationship is inconsistent with our position regarding equity lines
of credit as set forth in the March 31,  2001  Quarterly  Update to our  Current
Issues and Rulemaking Projects Outline.

Response to Comment #3:

     Please be advised that the Company and Cornell Capital have entered into an
Amended & Restated Standby Equity Distribution  Agreement as of October 24, 2005
and related  letter  agreement  which  removes  the escrow  agent and takes into
effect the termination of the Escrow Agreement by and among the Company, Cornell
Capital and David Gonzalez,  Esq.  Accordingly,  we respectfully  submit that no
relationship  exists  which  would  give  rise  to  an  inconsistency  with  the
Commission's position regarding equity lines as raised in Comment #3.

Comment #4:

Convertible Debenture, page 5

     Your  disclosure  is  confusing  as to the  relationship  between  the  12%
convertible  debentures,  the  warrants  and  the  standby  equity  distribution
agreement,  each of which you entered into with  Cornell  Capital  Partners.  In
particular,  the purpose for issuing the  convertible  debentures  and  warrants
given the existing standby equity  distribution  agreement is unclear.  Further,

<PAGE>
U.S. Securities and Exchange Commission
October 28, 2005
Page 3

please provide us with your analysis as to whether the private transaction under
the  equity  line  will  be  completed,  prior  to  the  filing  of  the  resale
registration  statement,  given  the  terms  and  existence  of the  convertible
debentures and the warrants.  Please see the March 31, 2001 Quarterly  Update to
our Current Issues and Rulemaking  Projects Outline. We may have further comment
upon review of your response.

Response to Comment #4:

     We have  clarified at page 5 that the Company  issued to Cornell  Capital a
warrant to purchase  500,000  shares as part of a commitment fee owed to Cornell
Capital  pursuant to the SEDA. We have also clarified at page 5 that the Company
issued a  warrant  to  purchase  1,250,000  shares as  payment  of a fee owed to
Cornell  Capital  pursuant  to the  Securities  Purchase  Agreement  between the
Company and Cornell Capital.  Please be advised that the convertible  debentures
and warrants were not in any way issued in connection with the SEDA.

     In  addition,  please  note  that the  terms of the  SEDA  provide  that an
effective  registration  statement  must exist  prior to giving  rise to Cornell
Capital's  obligation to purchase shares of common stock, as described on page 4
of the Amendment.  Accordingly,  the equity line transaction cannot be completed
at least until such time as the Commission has declared a registration statement
for the shares  underlying  the SEDA  effective.  In  addition,  the  Company is
restricted to a maximum weekly draw of $300,000  pursuant to the SEDA.  Finally,
the Company is not required to draw down any amount under the SEDA.

Comment #5:

     We note your disclosure  that the conversion  price for the 12% convertible
debenture is $0.0497 per share. It appears,  however, that this conversion price
may be adjusted  pursuant to the terms of the  debenture.  Please fully disclose
the  circumstances  in which  the  conversion  price  may be  adjusted  for each
circumstance.  Further, we note your disclosure that you may issue an additional
$150,000  in  principal  of the 12%  debenture  to Cornell  Capital  "[u]pon the
satisfaction  of certain  conditions."  Please expand your disclosure to clearly
set forth the "certain  conditions."  Please also disclose the conversion  price
and adjustment  terms, if any, for this debenture.  If the conversion  price and
adjustment  terms are  identical to the initial  $150,000  debenture,  please so
state. We may have further comment upon review of your response.

Response to Comment #5:

     Please be advised that the Company and Cornell  Capital amended the closing
conditions  for the issuance of the second  $150,000  convertible  debenture and
closed on the second $150,000 convertible  debenture (the "Second Debenture") on
October 24, 2005. The Second Debenture  contains  identical terms and conditions
as the initial $150,000 debenture.  We have expanded our disclosure at page 4 of
the Amendment to describe the circumstances in which the conversion price of the
Convertible Debentures may be adjusted.

Comment #6:

     We note your  disclosure  that interest on the 12% debenture may be payable
in common stock at the option of Cornell Capital.  Please disclose the price per
share to be used in determining the number of shares to be paid for the interest
component of the  debenture.  Please also  disclose the  conditions  under which
Cornell Capital may request that the interest be paid in common stock.

<PAGE>
U.S. Securities and Exchange Commission
October 28, 2005
Page 4

Response to Comment #6:

     We have added  disclosure  at page 4 of the Amendment  which  discloses the
price per share and  conditions  under which  Cornell  Capital may request  that
interest  under the  Convertible  Debentures  be paid in shares of Common Stock.
Pursuant  to the  Convertible  Debentures,  the  Company  may be required to pay
accrued  interest in shares of Common Stock upon the  occurrence  of an event of
default under the Convertible  Debentures if Cornell Capital so requests.  If an
event of default remains uncured by the Company, Cornell Capital may (but is not
required to) request payment of principal and interest in shares of Common Stock
at a rate of $0.0124 per share.

Comment #7:

Warrants, page 5

     We note  your  disclosure  that you  issued  Cornell  Capital  warrants  to
purchase  500,000 and 1,250,000  shares of common stock at an exercise  price of
$0.12 per share. According to the warrant agreements, filed as exhibits 99.1 and
99.3 to the form 8-K  dated  August  26,  2005,  however,  it  appears  that the
exercise price of $0.12 may be adjusted per section 8 of the agreements.  Please
expand  your  disclosure  to fully  discuss the  conditions  for  adjusting  the
exercise price.

Response to Comment #7:

     We have supplemented our disclosure on page 5 of the Amendment as requested
to include the  conditions  for  adjusting  the  exercise  price of the warrants
described therein.

     If you have any  questions or require any  supplemental  information  after
reviewing  our responses and the Amendment as filed by the Company as of today's
date, please do not hesitate to contact the undersigned at 609-452-6000.

                                        Very truly yours,

                                        /s/ Thomas P. Gallagher
                                        Thomas P. Gallagher

cc:      Louis Pardau dit Pardo, President

<PAGE>
                            SCHEDULE 14C INFORMATION

                               Amendment No. 1 to
                 Information Statement Pursuant to Section 14(c)

                     of the Securities Exchange Act of 1934

Check the appropriate box:

[X]  Preliminary Information Statement
[_]  Confidential,  for  Use  of the  Commission  Only  (as  permitted  by  Rule
     14c-5(d)(2))
[_]  Definitive Information Statement

                                 POSEIDIS, INC.
                                -----------------
                (Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.
[_] Fee computed on table below per Exchange Act Rule 14c-5(g) and 0-11.

     (1)  Title of each class of securities to which transaction applies:

     ------------------------------------------------------------------

     (2)  Aggregate number of securities to which transaction applies:

     ------------------------------------------------------------------

     (3)  Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange  Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined):

     -----------------------------------------------------------------

     (4)  Proposed maximum aggregate value of transaction:

     ------------------------------------------------------------------

     (5)  Total fee paid:

     ------------------------------------------------------------------

[_] Fee paid previously with preliminary materials.
[_]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

     (1)  Amount Previously Paid:

     ------------------------------------------------------------------

     (2)  Form, Schedule or Registration Statement No.:

     ------------------------------------------------------------------

     (3)  Filing Party:

     ------------------------------------------------------------------

     (4)  Date Filed:

     ------------------------------------------------------------------

<PAGE>

                                 POSEIDIS, INC.

                          222 Lakeview Avenue, PMB 160
                            West Palm Beach, FL 33401
                                 (561) 832-5696

                              INFORMATION STATEMENT

                                  INTRODUCTION

This Information Statement is furnished by the Board of Directors of Poseidis,
Inc. (the "Company") to the stockholders of record of the Company's Common Stock
(the "Common Stock") at the close of business on September 26, 2005 (the "Record
Date"), and is being sent to you in connection with the action taken by the
holders of a majority of the Common Stock of the Company. Those stockholders
approved, by written consent dated September 26, 2005, an Amendment to the
Company's Articles of Incorporation to increase the authorized number of shares
of Common Stock to 500,000,000 as described herein (the "Amendment").

This Information Statement is being mailed on or before the close of business on
_________, 2005, to every security holder entitled to vote or give an
authorization or consent in regard to any matter to be acted upon. It is
anticipated that the Amendment will become effective twenty (20) days after
__________, 2005, the date this Information Statement is first sent to the
stockholders.

                  WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
                        REQUESTED NOT TO SEND US A PROXY.

West Palm Beach, Florida
__________, 2005

                                        2
<PAGE>

                                    APPROVAL

As of the Record  Date,  there  were  65,995,800  shares of Common  Stock of the
Company  issued and  outstanding  and no shares of Preferred  Stock  ("Preferred
Stock") of the Company issued and  outstanding.  All holders of shares of Common
Stock as of the Record Date are entitled to receive this Information  Statement.
Each  share of Common  Stock  entitles  the  holder  thereof  to one vote on all
matters submitted to the Company's stockholders.  Holders of the Common Sto