SecProbe.io

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	May 25, 2005

Mail Stop 4561

VIA U.S. MAIL AND FAX (925) 955-0800

Mr. Shmuel Shneibalg
President
Knowledge Transfer Systems, Inc.
5509 11th Avenue
Brooklyn,  NY  11219

Re:	Knowledge Transfer Systems, Inc.
      Form 10-KSB for the year ended December 31, 2004
      Filed April 13, 2005
      File No. 000-28417

Dear Mr. Shneibalg:

      We have reviewed your May 17, 2005 response letter and have
the
following 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.

1. We read your response to comment 1.  Please tell us why you
estimated the fair value of services provided based on the par
value
of your stock.  In addition, tell us how you determined that the
fair
value of consideration received is more reliably measurable than
the
fair value of stock issued.  Refer to SFAS 123 and EITF 96-18.

2. We note on page 2 and in your stock purchase agreement, that
Messrs. Shneibalg and Bingaman assumed or paid debts of the
Company
in the amount of $150,000 as consideration for the shares.  Please
tell us how you accounted for this consideration.  In your
response,
please also summarize the relevant provisions of the stock
purchase
agreement and reconcile your disclosure on page 2 with the
disclosures on pages F-10 and F-12 with regard to the
consideration
received in exchange for the shares issued.

3. In your response to comment 2, we note that you discontinued
consolidating KT Solutions upon the change in control which
occurred
in October 2004.  Please tell us why you do not continue to
account
for your investment in KT Solutions under the cost method of
accounting.  In addition, since you have a negative investment in
KT
Solutions, please tell us how you considered the following when
making the determination to recognize your negative investment in
earnings:

a) Continuing involvement with the subsidiary;

b) Debt or any other obligation guaranteed by you or another
subsidiary, if any; and

c) Whether you obtained a legal opinion that provides a high level
of
assurance, such as a "would" opinion, that KT Solutions creditors
will not be able to pierce the corporate veil.

4. Please tell us the status of the bankruptcy proceeding
including
the date when the bankruptcy proceeding concluded, the outcome of
the
proceeding and whether there have been any changes in the
bankruptcy
proceeding since that date.

*  *  *  *

	You may contact Josh Forgione, at (202) 551-3403, or me, at
(202) 551-3431, if you have questions. Please respond to the
comments
included in this letter within ten business days or tell us when
you
will provide us with a response.  Please file your response on
EDGAR.

								Sincerely,

      Steven Jacobs
      Accounting Branch Chief
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Mr. Shmuel Shneibalg
Knowledge Transfer Systems, Inc.
May 25, 2005
Page 1

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