SecProbe.io

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SYNDICATION NET
1250 24th Street NW
Suite #300
Washington, DC 20037
P# 202-467-2788
F# 301-528-4238
http://www.hawkassociates.com/syndication/profile.htm
For New Age Systems
http://www.nasinc.com

Contact Information
Hawk Associates, Inc.
Frank N. Hawkins, Jr. or Julie Marshall
Phone: (305) 852-2383
E-mail: info@hawkassociates.com
http://www.hawkassociates.com
http://www.hawkmicrocaps.com

From the Desk of the
CEO
Brian Sorrentino;

July 21st 2005

Mr. Steven Jacobs
Accounting Branch Chief
United States
Securities and exchange Commission
Washington DC 20549
P# 202-551-3403

Mr. Jacobs,

Please find below the answers to the comments that were requested by your office
on July 1st 2005.

1)    We note your presentation of the development stage financial statements
      from inception of the development stage on January 1, 2004 though December
      31, 2004. Pleas advise us of your consideration of SFAS 7 as it relates to
      the identification of a development stage enterprise and your presentation
      of development stage enterprise financial statements from inception of the
      development stage on January 1, 2004, as opposed to an earlier date.

Response: The Company reviewed SFAS No. 7 and determined that the Company would
be best able to present the required financial information from the beginning of
the 2004 fiscal year. The Company believes that it commenced development stage
activities as noted by paragraph 9 of SFAS No. 7 of devoting most of its efforts
to activities such as financial planning and raising capital in the beginning of
2004. From the time of the disposition of the prior operation in September 2003
to the end of 2003, the Company had very little activity and was not engaged in
development stage activities.

2) With respect to your Secured Convertible Debenture issued in June 2004,
please tell us how you considered EITF 98-5 in your conclusion that there was no
beneficial conversion feature associated with this debenture.

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Response: The Company inadvertedly noted in the footnote that there was not
beneficial conversion feature associated with the debenture. Please note that
the Company had calculated and recorded a 20% discount of $50,000 per the
requirements of EITF 98-5. This beneficial conversion feature discount was
amortized immediately to interest expense because the debenture was immediately
convertible. Note that the statement of stockholders equity has a line item
which indicates the beneficial conversion feature of the debenture. The Company
will revise Note 11 to indicate that a beneficial conversion amount of $50,000
was calculated and recorded pursuant to the terms of EITF 98-5.

Comment 11 will now read as follows:

NOTE 11 - CONVERTIBLE DEBENTURES

     As of June 1st 2004 the company issued Secured Convertible Debentures to an
     unrelated party in the principal amount of $200,000, after which, the
     registration statement associated with the debenture was filed with the
     SEC. The convertible debenture accrues interest at the rate of 5% per year
     and is convertible at the holder's As of June 1, 2004, the Company issued a
     Secured Convertible Debenture to an option. At the option of the Company,
     the entire principal amount and all accrued interest can be either: (i)
     paid three years after the convertible debenture was issued, or (ii)
     converted into shares of the Company's common stock at a price per share
     that is equal to the lesser of: (i) $0.42 or (ii) an amount equal to 80% of
     the average of the lowest daily volume weighted average price of the common
     stock for the five trading days immediately preceding the conversion date.
     The debenture has a term of three years and is secured by all of the
     company's assets. As of December 31, 2004, the debenture had not been
     converted. As a result of the issuance of this debenture the Company
     recognized a beneficial conversion feature of $50,000. The entire amount of
     the beneficial conversion feature was recognized as an interest expense in
     the year ended December 31st 2004.

      On June 15, 2004, the Company entered into standby equity distribution
     agreement with an unrelated party. Whereby the Company may sell common
     stock for up to $10,000,000. Each share of common stock sold will be sold
     at 98% of the lowest volume weighted average price of the common stock
     during the five consecutive trading days immediately following the notice
     date.

Thank You,

------------------------------ ,
Brian Sorrentino
CEO
Syndication Net. Com Inc.

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