SecProbe.io

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<TYPE>CORRESP
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<FILENAME>filename1.txt
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August 11, 2005

Mr. Amit Pande
Assistant Chief Accountant
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Mr. Pande:

     We have  amended  our  filing  on Form 8-K and  filed it with the SEC as of
August 11, 2005. Below, please find our responses to your inquiries contained in
your comment letter dated August 3, 2005. For simplicity, the numbers associated
with our responses correspond to your numbered comments.

     1. See the added disclosure in amendment no. 1.

     2. See the added disclosure in amendment no. 1.

     3. The events  which gave rise to the  accounting  errors took place during
the Company's  2004 fiscal third quarter and so were  reflected in the financial
statements  for the quarter.  The  accounting  errors were caught and  corrected
prior to the  filing  and  publication  of the  Company's  2004  audited  annual
financial statements.  Therefore,  the audited financial statements for the 2004
fiscal year end reflect the correct accounting treatment for these matters.

     4. See the added  disclosure in amendment  no. 1. Please  further note that
the initial improperly recorded gain was a non-cash, non-operating gain, and was
reflected as such in our original 2004 fiscal third quarter Form 10-Q.

     5. We believe the Company's controls and procedures are adequate, so do our
auditors.  It was in the process of following our controls and  procedures,  and
communicating  regularly  with our auditor,  that the Company  identified  these
accounting errors.

<PAGE>
Amit Pande
August 11, 2005
Page 2

         Statement
         ---------

         The Company acknowledges that:

         o    it is responsible for the adequacy and accuracy of its disclosure
              in the filing;
         o    staff comments or changes to disclosure in response to staff
              comments do not foreclose the Commission from taking any action
              with respect to the filing; and
         o    it 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.

Sincerely,

/s/ WILLIAM G. KNUFF, III

William G. Knuff, III
Chief Financial Officer

cc:      Mr. John Spitz

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