SecProbe.io

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                            David Lubin & Associates
                              92 Washington Avenue
                              Cedarhurst, NY 11516
                            Telephone: (516) 569-9629
                            Facsimile: (516) 569-5053

                                                                    May 17, 2005

Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-0406
Attention:  Josh Forgione, Staff Accountant

         Re:      Knowledge Transfer Systems, Inc., Form 10-KSB, File No.
                  000-28417_______________________________________________

Ladies and Gentlemen:

         On behalf of Knowledge  Transfer  Systems,  Inc.  (the  "Company"),  we
hereby  file this  letter in response  to the  comments  of the  Securities  and
Exchange  Commission  (the  "Commission"),  dated  May  3,  2005  (the  "Comment
Letter"),  with  reference  to the  Company's  Form  10-KSB  for the year  ended
December 31, 2005, file number 0-28417.  The Company is also filing herewith the
statement requested by the Commission regarding the adequacy and accuracy of its
disclosure.

         1. We note here and in Note 5 on page F-12 that you issued 2.3  million
shares of  common  stock  for  services  valued  at  $2,293.  In a  supplemental
response,  please explain the nature of the services.  Also, please tell us your
measurement  date and how you determined the measurement  date and fair value of
these shares issued in exchange for services. Refer to EITF 96-18.

         Response:  On October 12, 2004,  2,293,224 shares,  constituting 90% of
the issued and  outstanding  share  capital,  were  issued  pursuant  to a stock
purchase  agreement in consideration for services  provided to the Company.  The
services  consisted  primarily of raising sufficient capital to pay the debts of
the Company and then to  coordinate  the  settlement of said debt. On said date,
the asking price of the Company's stock was $0.11 per share; however,  there was
no trading on said date or for several days before or after. Given the nature of
the services and the fact that there really is no  ascertainable  market for the
shares of the Company, it is difficult to value the services which were provided
to the Company. The Company therefore valued the services based on the estimated
debt of the Company was $111,034.  The Company  determined that the par value of
the stock, $2,293, was approximately 2% of the estimated outstanding debt of the
Company  ($111,034) and therefore this was a reasonable  charge for the services
provided.  The Company  believes that $2,293 is a more reasonable  value for the
services provided as opposed to $252,255 or $111,034.

         2. We note that your wholly-owned  subsidiary KT Solutions,  Inc. filed
for Chapter 7 bankruptcy in September 2003 and that you subsequently disposed of
this  subsidiary in October 2004 in connection  with a stock purchase  agreement
that  resulted  in a  change  in  control  of your  Company.  In a  supplemental
response,  please  explain how the  disposition  of KT Solutions was part of the
stock purchase agreement. In this regard, please summarize the relevant terms of
the stock purchase agreement and disposition.

         Response:  The Chapter 7 bankruptcy in September 2003 has no connection
or relevancy to the change of control which  occurred in October 2004. The stock
purchase agreement executed in October 2004 and the discontinued operations from
September  2003 are two separate,  independent  events.  KT Solutions  filed for
bankruptcy  in September  2003 and  remained a  consolidated  subsidiary  of the
Company due to the creditor  relationship  with Mr. Steve Burke. When the change
in control in the Company  occurred in October 2004,  the creditor  relationship
between KT Solutions and the Company (via Mr. Burke) no longer existed. Prior to
the change in control,  the Company  continued to consolidate  its subsidiary in
bankruptcy because it believed that there was still control under SFAS 94 due to
a creditor relationship of prior management.  However, in October 2004, with the
change in control of the Company,  the Company lost any remaining control of the
Subsidiary and pursuant to SFAS 94, paragraph 13, discontinued consolidating the
subsidiary.  The Company will make this  explanation  clearer in its  subsequent
filings.

         The terms of the stock purchase agreement were described in the Current
Report  on Form 8-K  filed by the  Company  on  March 3,  2005,  as well as that
contained in the Form 10-KSB.

         3. In a supplemental  response,  tell us the nature of the $1.5 million
in net  liabilities  of  discontinued  operations  at December  31, 2003 and who
assumed these liabilities in connection with your disposition.

         Response:  The  liabilities of KT Solutions,  the subsidiary  which was
disposed  of in the  September  2003  bankruptcy,  consisted  of  trade  account
payables,  accrued  liabilities,  deferred revenue,  lease obligations and notes
payable to third parties and parties related to prior  management of the Company
(as described in Note 3 to the financial  statements).  These  liabilities  were
discharged in the Chapter 7 bankruptcy.

          4. Please advise us of your basis in  accounting  for recording a gain
on this disposition.  In your response,  cite the relevant accounting literature
you rely on and how this  transaction  results in the culmination of an earnings
process.

         Response:  The discharge of net liabilities by the Chapter 7 bankruptcy
constitutes  extinguishment  of debt.  Accordingly,  this has been recorded as a
gain on the extinguishment of debt under APB-26.

         5. Your  disclosure  suggests  that upon entering into the October 2004
stock purchase  agreement,  you received $200,000 from Global General Technology
as an escrow  deposit.  Please  advise us, and disclose in future  filings,  the
relationship   between  your  investors  in  October  2004  and  Global  General
Technology.  Also, explain the relationship between the October 2003 transaction
and the February 2005 transaction.

         Response

         5. The purchasers of the shares of the Company  received  $200,000 from
Global  General  Technology  in October  2004.  Said funds were  utilized by the
purchasers  to satisfy the debts of the Company,  and upon  consummation  of the
transactions  contemplated  by the February 2005 stock exchange  agreement,  the
$200,000 will be absorbed in the transaction. If the transaction does not occur,
the $200,000 will be owed to Global General Technology. There is no relationship
between  Global  General  Technology  and the  purchasers of the majority of the
outstanding  shares in  October  2004 other  than as  contemplated  by the Share
Exchange Agreement dated February 2005.

         The Company is also  submitting  the  acknowledgment  requested  by the
Commission.

         The Company  respectfully  submits via EDGAR the foregoing responses to
the Commission as requested by the Commission.

         Please note that we are also  submitting  via  facsimile a copy of this
letter  in  order  to help  expedite  your  review  process  so that  the  final
information statement can be mailed to the shareholders of the Company promptly.

         Please address any further  questions or comments to the undersigned at
the above-referenced telephone and fax numbers. Thank you very much.

                                                               Very truly yours,

                                                                 /s/ David Lubin
                                                                     David Lubin

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                        KNOWLEDGE TRANSFER SYSTEMS, INC.

                                                                 May 17, 2005

Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-0406

         The  undersigned,  being the sole  officers and  directors of Knowledge
Transfer Systems, Inc. (the "Company"), hereby acknowledge that:

         o        The Company is  responsible  for the  adequacy and accuracy of
                  the disclosure in the Schedule 14C (the  "Filing")  filed with
                  the Securities and Exchange Commission (the "Commission");

         o        Staff  comments  or  changes  to  disclosure  in  response  to
                  comments from the staff of the Commission do not foreclose the
                  Commission  from taking any action with respect to the Filing;
                  and

         o        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.

                                           /s/ Shmuel Shneibalg

                                          Shmuel Shneibalg, President, Secretary
                                          and Director

                                         /s/ Steven W. Bingaman

                                         Steven W. Bingaman, Vice President,
                                         Treasurer and Director

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