SecProbe.io

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May 27, 2005

Room 4561

David Brown
Chief Executive Officer and President
Website Pros, Inc.
12735 Gran Bay Parkway West, Building 200
Jacksonville, Florida 32258

Re:	Website Pros, Inc.
	Registration Statement on Form S-1
      Filed on April 27, 2005
	File No. 333-124349

Dear Mr. Brown:

      We have reviewed your filing and have the following
comments.
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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Registration Statement on Form S-1

General
1. We will process your amendments without price ranges.  Since
the
price range triggers a number of disclosure matters, we will need
sufficient time to process your amendments once a price range is
included.  Please understand that the effect of the price range on
disclosure throughout the document may cause us to raise issues on
areas not previously commented on.
2. We note the inclusion of red herring language in the cover
page.
Please confirm that you have not yet circulated the preliminary
prospectus.

3. Please confirm that our courtesy copy includes all diagrams,
pictures and graphic information to be used in the prospectus.
Noting the graphics on the page immediately prior to the table of
contents, it appears that the "affordable,"  "award-winning,"
"proprietary workflow" and "strategic marketing relationships"
language contains technical jargon and may be unnecessarily
repetitive of other disclosure.  Please revise as appropriate.
For
guidance, please refer to the Gatefold Graphics discussion in
Section
VIII of the Division of Corporation Finance: Current Issues and
Rulemaking Projects Quarterly Update (March 31, 2001).  In this
regard, please supplementally advise as to the use of the term
"award-winning."  We note the use of this term both here and in
business to describe your NetObjects Fusion software, yet we are
unable to find any discussion.
4. Please provide us with relevant portions of the research you
cite
in the prospectus (e.g., Jupiter Research and the International
Data
Corporation Reports for March 2004 and May 2004.)  Also, tell us
whether all or any of the reports were prepared for you or
published
generally and if the latter, please explain how they are publicly
available.  To the extent that the information is not publicly
available, please file experts` consents as exhibits to the
registration statement, as required by Rule 436 of Regulation C.
5. Please define the terms "website provisioning" and "paying
subscribers" the first time that they are used.  We note that the
latter term is defined for the first time on page 24.
6. We note you filed two Forms D on April 29, 2005 and five more
on
May 16, 2005. We presume that the April transactions relate to
your
April 2005 acquisitions. Please advise.
Outside Front Cover Page
7. Please delete the words, "Sole Book-Running Manager" from the
outside front cover page of the prospectus, since the meaning and
significance of this reference to potential investors is unclear
and
an explanation would not be consistent with Rule 421(d).
8. Please state how the underwriters will apportion between the
registrant and selling shareholders should the underwriters not
exercise the complete overallotment amount (e.g., apportionment
would
be done on a pro rata basis.)
Summary
9. Please revise your opening paragraph to clarify that the
summary
contains the material terms of the offering and remove any
implication that your summary does not contain all information an
investor should consider before buying shares.  As you know, a
summary by its very nature is not a complete recitation of all
possible information.
Website Pros
Our Business, page 1

10. Please provide support for the statement that you are "a
leading
provider of Web services and products that enable small and
medium-
sized businesses to establish, maintain, promote and optimize
their
Internet presence."  Further, please revise your disclosure to
include the measurement or metric that you are using to gauge you
are
a leader in your industry, i.e., number of customers, gross
revenues,
net income, etc. Please also provide supplemental support for your
statement that you have 43,000 paying subscribers.
11. We note your inclusion of Discover Financial Services, Inc.,
Network Solutions and IBM as companies for which you have a
strategic
marketing relationship.   From disclosure elsewhere, we understand
the importance of Discover Financial Services on your historical
revenue, however, the importance of Network Solutions and IBM is
unclear. Please revise to quantify the percentage of revenues or
leads channeled from these partners or otherwise describe why you
believe your relationships to these companies to be strategic and
material to include in the summary.
Market Opportunity, page 1
12. We note your citation to the March 2004 IDC report that
includes
projections indicating that there are 21 million small and medium
sized business consisting of 13.5 million home-based businesses
and
another 8.2 million businesses with 100 employees or fewer.  For
purposes of clarity, please revise to describe how IDC defines
these
small and medium sized businesses.  We note your disclosure on
page
43.
Recent Acquisitions, page 3
13. Please briefly discuss the total consideration paid to acquire
Leads.com, Inc. and E.B.O.Z., Inc. as well as how the purchase
price
was determined.
Risk Factors, page 7
14. Please note you are required to disclose the "most significant
factors" that make this offering speculative or risky.  Please
revise
the first paragraph of this section to indicate clearly that you
are
including a description of all material risks associated with the
offering of shares of your common stock.  Refer to Item 503 of
Regulation S-K.
15. Item 503(c) of Regulation S-K states that issuers should not
present risk factors that could apply to any issuer or to any
offering.  For example, the risks you describe on pages 9 and 12-
14
regarding likely fluctuations in your financial results,
difficulty
implementing appropriate controls and procedures, being a public
company, and due to that Sarbanes-Oxley Act of 2002, the potential
lack of opportunity to attract qualified officers and directors
could
apply to nearly any issuer in any industry.  If you elect to
retain
these general risk factors in your prospectus, please clearly
explain
how they apply to your industry, company or offering.  For
example,
explain why you are concerned about quarterly fluctuations.  Have
quarterly results fluctuated materially in the past?  If so,
explain
the circumstances surrounding your historical experience with this
risk and how your business was affected.  As another example, is
there a specific reason why you believe you will be unable to
attract
officers and directors based on your need to comply with Sarbanes-
Oxley?
16. We note your disclosure on page 41 and F-8 regarding your
foreign
currency exchange risk including changes in the Euro and that
sales
in Germany represented over 90% of your European revenue in 2004.
We are unclear, however, why F-8 expresses this percentage in
terms
of international revenue rather than European revenue. Please
advise
or revise. Please consider including a separate risk factor
reflecting any material risks in this area and if material, a
discussion of foreign operations and sales in management`s
discussion
and analysis.
Most of our Web services are sold on a month-to-month basis, and
if
our customers either are...page 7
17. Explain why you are experiencing a high turnover rate in your
customer base.  Here, or elsewhere as appropriate, discuss what
you
are doing to address this issue.
Our business depends in part on our ability to continue to provide
value-added Web services . . . page 9
18. We note your disclosure regarding certain service providers
that
enable you to provide your services.  Please revise to quantify
what
you mean by "short notice" termination.
Accounting for acquisitions under generally accepted accounting
principles...page 11
19. Briefly disclose the amount of goodwill associated with the
Leads.com acquisition.

Use of Proceeds, page 19
20. You state that you "have not made any specific plans with
respect
to the use of the net proceeds of this offering."  Have you
prepared
business plans to incur expenses or engage in activities that
could
not be funded with the cash flow you anticipate from continuing
operations?  If so, it appears that you have a plan to use the
funds
from the offering, which you should more specifically disclose.
Please provide a detailed supplemental analysis and revise as
appropriate.
21. As a follow-up to the comment above, we note from the third
paragraph in this section that you expect to use the net proceeds
for
working capital and general corporate purposes; however, you then
describe specific uses such as:
* sales and marketing expenses;
* research and development expenses;
* capital expenditures; and
* acquisitions and investments in businesses, services, products
or
technologies complementary to your current business.
If you are not able to fund these expenses with currently
available
resources, they would be considered planned uses of proceeds that
you
should describe and quantify under "Use of proceeds."  In this
regard, we note that your disclosure on page F-4 stating you
generated $293,000 in net income, but experienced a net loss
attributable to common stockholders of ($47,000) for the three
months
ended March 31, 2005.  Utilizing bullet points rather than a
serial
list, please revise to quantify the amount of your proceeds
allocated
to each use.  We note your disclosure on pages 26 and 40
describing
your intention to upgrade and extend your service offerings,
develop
new technologies, expand domestic and international activities,
add
additional sales personnel, website development staff,
professional
service and custom design resources.
Capitalization, page 20
22. Tell us why you have not included the E.B.O.Z. acquisition
shares
in the pro forma as adjusted column. We may have further comment
upon
completion of the information included.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 24
Overview, page 24

23. We note your disclosure throughout the prospectus emphasizing
the
importance of lead generation for new subscriber services from
entities such as Discover for which you have a strategic marketing
relationship.  As a key performance indicator and operational goal
to
generate new and additional revenues, lead generation and more
importantly, lead conversion, actually converting from a lead to
becoming a paid subscriber, appears to be material to your overall
operations and a key to management`s ability to manage the
company,
increase your customer base and anticipate future trends with your
customers.  Based on the importance you have placed on this key
indicator, revise your MD&A to disclose the lead conversion rate
for
leads provided to you from Discover, Network Solutions and IBM.
Further, please provide any additional performance metrics on
which
management relies to determine the direction of your finances and
operations.  For guidance on key financial and non-financial
performance indicators, please refer to Sections III.A and
III.B.1.
of Release No. 33-8350 (December 29, 2003).
24. Based on your Results of Operations` disclosure on pages 31-
38,
it appears that since 2002, your subscription revenues increased
each
year while your other sources of revenues decreased as a
percentage
of total revenue.   Please revise to provide management`s insight
regarding this trend. See Item 303(a)(3)(ii) of Regulation S-K.
25. We note your brief references throughout the prospectus and on
pages 72-73 regarding your recapitalization and issuance of a
significant number of shares of Series A and B convertible
redeemable
preferred stock.  Consider including management`s insight into
your
recapitalization, issuance of the Series A and D convertible
redeemable preferred stock and impact on your operations in the
overview.
Revenue
Subscription Revenue, page 32
26. We note your risk factor disclosure on page 7 of a high
turnover
rate in your customer base while your subscription revenue
disclosure
on pages 32 and 33 shows subscriber growth in the latest year and
interim period ended March 31, 2005.  In order to clarify and
disclose any trends within the various subscription offerings
please
revise your MD&A to address the customer base cancellations and
increases among your various subscription offerings.  In this
regard,
disclose a quantification of your subscriber activity over the
three
year periods by type of subscription offering.  Disclosure of
these
non-financial variables may be material to investors, and may
therefore be required.
27. You disclose throughout MD&A certain elements causing
increases
and decreases to revenues and expenses.  For example, license
revenues increase because of the success of the NetObjects Fusion
version 8.0 release while subscription revenues increase because
of
outbound telesales staff increases or expansion of your
subscription
package.  In these and other cases you do not clearly quantify the
effects of these causes.  Please revise your MD&A to quantify the
changes and disclose whether they constitute any known trends that
are reasonably likely to materially impact future operations and
liquidity.  See Item 303 of Regulation S-K.
28. We note your discussion of an increase in the predominant
source
of revenue: subscription revenue.  We also note an increase in
cost
of revenue based on an overall increase in the number of
subscribers.
In order to provide a clearer picture of these changes in revenue,
in
addition to your gross margin disclosure, please consider
including
disclosure regarding the change in revenue and cost per average
subscriber in dollars.  By including an average gross and cost per
subscriber, your disclosure may more easily demonstrate whether or
not you are benefiting from increased marketing and economies of
scale.  Similarly, if not unduly burdensome, please revise your
disclosure to include a per subscriber subscription revenue and
cost
of subscription revenue measurement comparing fiscal year end 2003
and 2004 on pages 33 and 34 and year end 2002 and 2004 on page 35.
Operating Expenses, pages 34 and 36
29. We note disclosure here and on page F-12 regarding bad debt
expenses.  Please revise to describe the nature of these bad debt
expenses and reconcile the changes in your discussion here with
the
table provided on F-12.
Liquidity and Capital Resources, page 39
30. Your discussion of operating cash flows is a recitation of
items
identified on the face of the statement of cash flows.  This does
not
appear to contribute to an understanding of your cash flows,
rather
it repeats items that are readily determinable from the financial
statements.  Revise to address the material changes in the
underlying
drivers.  See Section IV.B.1 of SEC Release No. 33-8350 for
further
guidance.
Contractual Obligations, page 40
31. Please supplementally reconcile the disclosure regarding your
operating