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SEC Company Response from VOYAGER ONE INC (CIK 0001140300) — Nov 16, 2004

VOYAGER ONE INC (CIK 0001140300)
Date: Nov. 16, 2004 · CIK: 0001140300 · Accession: 0001019687-04-002566

AI Filing Summary & Sentiment

Date
November 16, 2004
Author
Not clearly detected
Form
CORRESP
Company
VOYAGER ONE INC (CIK 0001140300)

Letter

VIA FACSIMILE: (202) 942-9648 ------------------------------ Securities and Exchange Commission Division of Corporation Finance Judicial Plaza 450 Fifth Street Washington, D.C. 20549-0404 Attention: David Ritenour Special Counsel

RE: VOYAGER ONE, INC. FORM SB-2, FILED ON AUGUST 26, 2004

Dear Mr. Ritenour:

On behalf of our client, Voyager One, Inc. ("Voyager" or the "Company"), we anticipate filing later this week under the Securities Act of 1933, as amended (the "Securities Act"), a revised Form SB-2. The revised Form SB-2 will be filed for the purpose of responding to comments contained in a letter from the Securities and Exchange Commission dated September 24, 2004.

In the hope of expediting the process of responding to the staff's comments, we have set forth below our responses to the staff's letter, including, wherever feasible, the text of revisions and additions to the SB-2. For ease of reference, we have included below the text of the staff's letter, and our responses are structured to correspond to the comment numbers from that letter. The Company has requested that we respond as follows to the staff's comments:

FORM SB-2 ---------

GENERAL

1. IN THE EVENT OF A DELAY IN EFFECTIVENESS, REVISE THE FILING TO PROVIDE UPDATED FINANCIAL STATEMENTS AS REQUIRED BY ITEM 310 (G) OF REGULATIONS S-B.

With this amendment, we have included financial statements at and for the period ended September 30, 2004.

2. PROVIDE A CURRENTLY DATED AND SIGNED CONSENT OF THE INDEPENDENT ACCOUNTANTS IN THE AMENDMENT.

The consent has been included with this amendment.

3. PLEASE TELL US WHY THE INFORMATION STATEMENT FILED IN FEBRUARY 2004 CONCERNING THE INCREASE IN THE NUMBER OF AUTHORIZED SHARES DID NOT DISCUSS THE ACQUISITION OF SILICON FILM TECHNOLOGIES.

Voyager One had sufficient shares of capital stock available in order to acquire Silicon Film Technologies. Later, the majority shareholders determined that the authorized capital

<PAGE>

SECURITIES AND EXCHANGE COMMISSION November 16, 2004 Page 2

needs of the company were greater than what was available. The majority shareholders and the company's board of directors did not view the increase in the authorized capital as connected to the acquisition of Silicon Film.

PROSPECTUS COVERAGE PAGE ------------------------

4. SOME OF THE DISCLOSURES ON THE COVER PAGE, SUCH AS THE REFERENCES TO THE SHARES BEING OFFERED FOR SALE ON A "BEST EFFORTS" BASIS, THE LACK OF A MINIMUM PURCHASE REQUIREMENT, AND THE TERMINATION OF THE OFFERING AFTER 24 MONTHS, SEEM UNUSUAL GIVEN THAT YOU APPEAR TO BE ONLY REGISTERING SHARES FOR RESALE BY SELLING STOCKHOLDERS WITHOUT THE USE OF AN UNDERWRITER OR PLACEMENT AGENT. PLEASE REVISE OR ADVISE.

These statements have been eliminated from the registration statement.

5. PLEASE DISCLOSE HERE AND IN YOUR PLAN OF DISTRIBUTION SECTION THAT THE SELLING SHAREHOLDERS WILL SELL AT A FIXED PRICE PER SHARE UNTIL YOUR SHARES ARE QUOTED ON THE OTC BULLETIN BOARD (OR OTHER SPECIFIED MARKET) AND THEREAFTER AT PREVAILING MARKET PRICES OR PRIVATELY NEGOTIATED PRICES. PLEASE ALSO IDENTIFY THE FIXED PRICE AT WHICH THE SELLING SHAREHOLDERS WILL SELL UNTIL A TRADING MARKET IS ESTABLISHED.

We have revised the prospectus cover page and page 22 to add the following disclosure: "The selling stockholders will not sell any shares registered by this registration statement until our shares are quoted on the Over-the-Counter Bulletin Board."

PROSPECTUS SUMMARY ------------------

6. WE NOTE THE DISCLOSURES ABOUT YOUR FUTURE GROWTH THAT APPEAR IN THE LAST SENTENCE OF THE FIRST PARAGRAPH OF THIS SECTION AS WELL AS OTHER SECTIONS OF THE PROSPECTUS, INCLUDING THE FIFTH PARAGRAPH ON PAGE 20 AND THE FOURTH PARAGRAPH ON PAGE 23. CLARIFY THE BASIS FOR YOUR EXPECTATIONS OF GROWTH WHEN YOU APPEAR TO ONLY HAVE A PROTOTYPE OF A PRODUCT, NO REVENUES, NO SALES TEAM AND WHEN SUBSTANTIAL DOUBT EXISTS ABOUT YOUR ABILITY TO CONTINUE AS A GOING CONCERN.

We have revised pages 1 and 2 to add the following disclosures:

"While we only have a prototype of the product we expect to commercialize, we expect to grow. Our growth expectations are based on the marketing and research and development which began with the first generation product of our electronic film system, the "EFS-1", and continues with our prototype for the second generation, the "EFS-4." Our predecessor's EFS-1 was the winner of the Photo Marketing Association-DIMA section's "Innovative Digital Product Award" in 2001. The EFS-1 was also featured in numerous magazines and at trade shows. The feedback from photographers was positive. We believe recognition of our technology and continuing improvements support our expectations of growth. We have not, however, generated any revenues to date and had a net loss of almost $1.9 million during the nine months ended September 30, 2004.

"Notwithstanding our auditor's expression of doubt about our ability to operate as a going concern (see "Going Concern," below), as well as the fact that we have no current revenues, we believe we will continue to operate and that our product will be marketable. Our beliefs regarding our ability to continue and grow operations are based in part on our target market demographics. The installed base of owners of 35mm SLR cameras represent a significant market segment. In 2003, 61 million U.S. households owned a 35mm camera, and 23 million U.S. households owned a 35mm SLR camera according to the 2004 Photo Marketing Association U.S. Consumer Photo Buying Report. From a review of the data, we estimate the installed base of 35mm SLR units worldwide is between 60 to 80 million. Estimated future sales also signify a growth in the installed base. A 2002 study by Imerge Consulting Group, LLC, forecasts 1.2 million new 35mm SLR units will be sold in North America

<PAGE>

SECURITIES AND EXCHANGE COMMISSION November 16, 2004 Page 3

in 2004, and almost 1.3 million units will be sold in 2005. According to the Imerge study, worldwide sales were forecast at almost 2.9 million units to be sold in 2004 and 3 million units to be sold in 2005.

"We do not yet have (or need) a significant sales staff, although we currently consult with one person focused on business development and sales. With an estimated 3 million 35mm SLRs entering the market each year, we also believe opportunities for co-branding and bundling exist. Our prices are expected to be competitive with add-on accessories such as lenses and high-end flash attachments.

"Conventional point and shoot camera sales have declined substantially, with digital point and shoot cameras taking up their market share, but 35mm SLR sales have held firm and have actually showed slight increases each year. Moreover, we believe the value of the EFS to 35mm SLR owners is to provide them with the benefits of digital imaging as a convenient option at a competitive cost without forcing them to give up the use of their cameras, lenses, and photo accessories which they are accustomed to using and for which they may have invested considerable expense.

"In fact, a similar digital solution from a major camera and lens manufacturer supports our expectations. Leica Camera AG of Solms, Germany, debuted their Leica Digital-Modul-R at the September 2004 Photokina trade show. Their digital module is in the form of a `camera back' and according to www.dpreview.com, the retail price is 4,500 euros (approximately US $5,500). Leica's digital module attaches to only two existing models of its analog SLR cameras and allows the user the choice between film and digital photography. Our electronic film system is expected to fit virtually all brands of 35mm SLR cameras and is expected to retail at a substantially lower price."

7. PLEASE REVISE TO DISCLOSE IN THE SUMMARY THAT YOU HAVE NOT GENERATED ANY REVENUES TO DATE AND HAD A NET LOSS OF IN EXCESS OF $1.2 MILLION DURING THE SIX MONTHS ENDED JUNE 30, 2004.

In the third paragraph under the caption "Overview," page 1, we have added the following disclosure: "We have not, however, generated any revenues to date and had a net loss of almost $1.9 million during the nine months ended September 30, 2004."

8. PLEASE REVISE TO DISCLOSE THE STATUS OF DEVELOPMENT OF EACH OF YOUR PRODUCTS.

We have revised page 1 to add the following disclosure. "In May 2004, the first prototype was developed of the four mega-pixel version of the EFS. This prototype, which was functional but was not built to a commercially feasible form or size, was developed primarily as a demonstration device and to use as a hardware and software development platform. This platform has allowed our engineers to prototype a new circuit for improving the electronic system needed to develop the new generation product. Development of this prototype continues. We are preparing detailed circuit schematics and mechanical design drawings specifications. We are developing a final form factor product for testing in the fourth quarter of fiscal year 2004."

9. PLEASE EXPAND THE APPROPRIATE SECTION TO DISCUSS HOW YOU DETERMINED THE NUMBER OF SHARES OF YOUR STOCK TO BE ISSUED IN CONNECTION WITH THE SILICON FILM TECHNOLOGIES ACQUISITION.

We have revised page 2 to expand on how the number of shares of stock were issued in connection with the Silicon Film Technologies acquisition.

"In discussions between Silicon Film Technologies, Inc. and Voyager One, it was negotiated that the current shareholders of Voyager One (at that time, a public shell company) would retain eight percent (8%) of our company after the acquisition.

<PAGE>

SECURITIES AND EXCHANGE COMMISSION November 16, 2004 Page 4

"At the closing of the share exchange transaction, Voyager One had 9,222,400 authorized, but not issued, common shares and 5,000,000 authorized, but not issued, preferred shares. Silicon Film Technologies, Inc. had 68,779,200 Class A common shares issued and outstanding and 5,000,000 Class B common shares issued and outstanding.

"Overall, the shareholders of Silicon Film Technologies, Inc. acquired 92.22% of all the issued and outstanding common and preferred stock in our company"

THE OFFERING ------------

10. PLEASE TELL US HOW YOU DETERMINED THE NUMBER OF SHARES TO REGISTER FOR RESALE ON BEHALF OF CORNELL CAPITAL PARTNERS AND TREY RESOURCES.

Cornell Capital requested five times coverage. The debentures issued to date total $525,000 with an additional $575,000 to be issued to Cornell Capital pursuant to the Securities Purchase Agreement. The debentures are convertible at the holder's option any time up to maturity at a conversion price equal to the lower of (i) 150% of the lowest closing bid price of the common stock as submitted by a market maker and approved by the NASD or (ii) 50% of the lowest closing bid price of the common stock for the five trading days immediately preceding the conversion date. Assuming a conversion price of $2.50, the $1,100,000 debentures, if converted into stock at 50% of the conversion price, equals 880,000 shares. Multiplying 880,000 shares by 5 equals 4,400,000 shares. Cornell Capital sold one half of the debentures to Trey Resources and have indicated an intention to sell one half of the remaining debentures to them. One half of 4,400,000 equal 2,200,000 shares to be registered for each entity.

11. PLEASE TELL US THE STATUS OF THE APPLICATION FOR QUOTATION ON THE OVER-THE-COUNTER BULLETIN BOARD.

We have been advised by our market maker, Newbridge Securities Corporation, a registered broker-dealer, that our application for quotation on the Over-the Counter Bulletin Board has been put on hold pending the completion by the SEC of its comments to this registration statement on Form SB-2. Once it has been declared effective, we have been advised that the approval process will proceed. Accordingly, we have added the following disclosure at the end of the paragraph that follows the caption "TRADING MARKET" on page 3: "The application for trading on the Over-the-Counter Bulletin Board will not be accepted, if at all, until the Securities and Exchange Commission has declared the registration statement accompanying this prospectus effective."

12. PLEASE CLARIFY WHICH TABLE YOU ARE REFERRING TO IN NOTE (1) THAT APPEARS AT THE BOTTOM OF PAGE 2

In response to the staff's comment, we eliminated this item as a footnote and moved it as an explanatory parenthetical next to the caption "COMMON STOCK OUTSTANDING BEFORE THE OFFERING" on page 3.

SUMMARY FINANCIAL INFORMATION --------------

Show Raw Text
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                                                                 PHILIP E. RUBEN
                                                                  (847) 784-2176
                                                              PRUBEN@LPLEGAL.COM
                                                                  CHICAGO OFFICE

November 16, 2004

VIA FACSIMILE:  (202) 942-9648
------------------------------

Securities and Exchange Commission
Division of Corporation Finance
Judicial Plaza
450 Fifth Street
Washington, D.C. 20549-0404

Attention:        David Ritenour
                  Special Counsel

RE:      VOYAGER ONE, INC.
         FORM SB-2, FILED ON AUGUST 26, 2004

Dear Mr. Ritenour:

On behalf of our client, Voyager One, Inc. ("Voyager" or the "Company"), we
anticipate filing later this week under the Securities Act of 1933, as amended
(the "Securities Act"), a revised Form SB-2. The revised Form SB-2 will be filed
for the purpose of responding to comments contained in a letter from the
Securities and Exchange Commission dated September 24, 2004.

In the hope of expediting the process of responding to the staff's comments, we
have set forth below our responses to the staff's letter, including, wherever
feasible, the text of revisions and additions to the SB-2. For ease of
reference, we have included below the text of the staff's letter, and our
responses are structured to correspond to the comment numbers from that letter.
The Company has requested that we respond as follows to the staff's comments:

FORM SB-2
---------

GENERAL

1.       IN THE EVENT OF A DELAY IN EFFECTIVENESS, REVISE THE FILING TO PROVIDE
         UPDATED FINANCIAL STATEMENTS AS REQUIRED BY ITEM 310 (G) OF REGULATIONS
         S-B.

                  With this amendment, we have included financial statements at
                  and for the period ended September 30, 2004.

2.       PROVIDE A CURRENTLY DATED AND SIGNED CONSENT OF THE INDEPENDENT
         ACCOUNTANTS IN THE AMENDMENT.

                  The consent has been included with this amendment.

3.       PLEASE TELL US WHY THE INFORMATION STATEMENT FILED IN FEBRUARY 2004
         CONCERNING THE INCREASE IN THE NUMBER OF AUTHORIZED SHARES DID NOT
         DISCUSS THE ACQUISITION OF SILICON FILM TECHNOLOGIES.

                  Voyager One had sufficient shares of capital stock available
                  in order to acquire Silicon Film Technologies. Later, the
                  majority shareholders determined that the authorized capital

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
November 16, 2004
Page 2

                  needs of the company were greater than what was available. The
                  majority shareholders and the company's board of directors did
                  not view the increase in the authorized capital as connected
                  to the acquisition of Silicon Film.

PROSPECTUS COVERAGE PAGE
------------------------

4.       SOME OF THE DISCLOSURES ON THE COVER PAGE, SUCH AS THE REFERENCES TO
         THE SHARES BEING OFFERED FOR SALE ON A "BEST EFFORTS" BASIS, THE LACK
         OF A MINIMUM PURCHASE REQUIREMENT, AND THE TERMINATION OF THE OFFERING
         AFTER 24 MONTHS, SEEM UNUSUAL GIVEN THAT YOU APPEAR TO BE ONLY
         REGISTERING SHARES FOR RESALE BY SELLING STOCKHOLDERS WITHOUT THE USE
         OF AN UNDERWRITER OR PLACEMENT AGENT. PLEASE REVISE OR ADVISE.

                  These statements have been eliminated from the registration
                  statement.

5.       PLEASE DISCLOSE HERE AND IN YOUR PLAN OF DISTRIBUTION SECTION THAT THE
         SELLING SHAREHOLDERS WILL SELL AT A FIXED PRICE PER SHARE UNTIL YOUR
         SHARES ARE QUOTED ON THE OTC BULLETIN BOARD (OR OTHER SPECIFIED MARKET)
         AND THEREAFTER AT PREVAILING MARKET PRICES OR PRIVATELY NEGOTIATED
         PRICES. PLEASE ALSO IDENTIFY THE FIXED PRICE AT WHICH THE SELLING
         SHAREHOLDERS WILL SELL UNTIL A TRADING MARKET IS ESTABLISHED.

                  We have revised the prospectus cover page and page 22 to add
                  the following disclosure: "The selling stockholders will not
                  sell any shares registered by this registration statement
                  until our shares are quoted on the Over-the-Counter Bulletin
                  Board."

PROSPECTUS SUMMARY
------------------

6.       WE NOTE THE DISCLOSURES ABOUT YOUR FUTURE GROWTH THAT APPEAR IN THE
         LAST SENTENCE OF THE FIRST PARAGRAPH OF THIS SECTION AS WELL AS OTHER
         SECTIONS OF THE PROSPECTUS, INCLUDING THE FIFTH PARAGRAPH ON PAGE 20
         AND THE FOURTH PARAGRAPH ON PAGE 23. CLARIFY THE BASIS FOR YOUR
         EXPECTATIONS OF GROWTH WHEN YOU APPEAR TO ONLY HAVE A PROTOTYPE OF A
         PRODUCT, NO REVENUES, NO SALES TEAM AND WHEN SUBSTANTIAL DOUBT EXISTS
         ABOUT YOUR ABILITY TO CONTINUE AS A GOING CONCERN.

                  We have revised pages 1 and 2 to add the following
                  disclosures:

                  "While we only have a prototype of the product we expect to
                  commercialize, we expect to grow. Our growth expectations are
                  based on the marketing and research and development which
                  began with the first generation product of our electronic film
                  system, the "EFS-1", and continues with our prototype for the
                  second generation, the "EFS-4." Our predecessor's EFS-1 was
                  the winner of the Photo Marketing Association-DIMA section's
                  "Innovative Digital Product Award" in 2001. The EFS-1 was also
                  featured in numerous magazines and at trade shows. The
                  feedback from photographers was positive. We believe
                  recognition of our technology and continuing improvements
                  support our expectations of growth. We have not, however,
                  generated any revenues to date and had a net loss of almost
                  $1.9 million during the nine months ended September 30, 2004.

                  "Notwithstanding our auditor's expression of doubt about our
                  ability to operate as a going concern (see "Going Concern,"
                  below), as well as the fact that we have no current revenues,
                  we believe we will continue to operate and that our product
                  will be marketable. Our beliefs regarding our ability to
                  continue and grow operations are based in part on our target
                  market demographics. The installed base of owners of 35mm SLR
                  cameras represent a significant market segment. In 2003, 61
                  million U.S. households owned a 35mm camera, and 23 million
                  U.S. households owned a 35mm SLR camera according to the 2004
                  Photo Marketing Association U.S. Consumer Photo Buying Report.
                  From a review of the data, we estimate the installed base of
                  35mm SLR units worldwide is between 60 to 80 million.
                  Estimated future sales also signify a growth in the installed
                  base. A 2002 study by Imerge Consulting Group, LLC, forecasts
                  1.2 million new 35mm SLR units will be sold in North America

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
November 16, 2004
Page 3

                  in 2004, and almost 1.3 million units will be sold in 2005.
                  According to the Imerge study, worldwide sales were forecast
                  at almost 2.9 million units to be sold in 2004 and 3 million
                  units to be sold in 2005.

                  "We do not yet have (or need) a significant sales staff,
                  although we currently consult with one person focused on
                  business development and sales. With an estimated 3 million
                  35mm SLRs entering the market each year, we also believe
                  opportunities for co-branding and bundling exist. Our prices
                  are expected to be competitive with add-on accessories such as
                  lenses and high-end flash attachments.

                  "Conventional point and shoot camera sales have declined
                  substantially, with digital point and shoot cameras taking up
                  their market share, but 35mm SLR sales have held firm and have
                  actually showed slight increases each year. Moreover, we
                  believe the value of the EFS to 35mm SLR owners is to provide
                  them with the benefits of digital imaging as a convenient
                  option at a competitive cost without forcing them to give up
                  the use of their cameras, lenses, and photo accessories which
                  they are accustomed to using and for which they may have
                  invested considerable expense.

                  "In fact, a similar digital solution from a major camera and
                  lens manufacturer supports our expectations. Leica Camera AG
                  of Solms, Germany, debuted their Leica Digital-Modul-R at the
                  September 2004 Photokina trade show. Their digital module is
                  in the form of a `camera back' and according to
                  www.dpreview.com, the retail price is 4,500 euros
                  (approximately US $5,500). Leica's digital module attaches to
                  only two existing models of its analog SLR cameras and allows
                  the user the choice between film and digital photography. Our
                  electronic film system is expected to fit virtually all brands
                  of 35mm SLR cameras and is expected to retail at a
                  substantially lower price."

7.       PLEASE REVISE TO DISCLOSE IN THE SUMMARY THAT YOU HAVE NOT GENERATED
         ANY REVENUES TO DATE AND HAD A NET LOSS OF IN EXCESS OF $1.2 MILLION
         DURING THE SIX MONTHS ENDED JUNE 30, 2004.

                  In the third paragraph under the caption "Overview," page 1,
                  we have added the following disclosure: "We have not, however,
                  generated any revenues to date and had a net loss of almost
                  $1.9 million during the nine months ended September 30, 2004."

8.       PLEASE REVISE TO DISCLOSE THE STATUS OF DEVELOPMENT OF EACH OF YOUR
         PRODUCTS.

                  We have revised page 1 to add the following disclosure. "In
                  May 2004, the first prototype was developed of the four
                  mega-pixel version of the EFS. This prototype, which was
                  functional but was not built to a commercially feasible form
                  or size, was developed primarily as a demonstration device and
                  to use as a hardware and software development platform. This
                  platform has allowed our engineers to prototype a new circuit
                  for improving the electronic system needed to develop the new
                  generation product. Development of this prototype continues.
                  We are preparing detailed circuit schematics and mechanical
                  design drawings specifications. We are developing a final form
                  factor product for testing in the fourth quarter of fiscal
                  year 2004."

9.       PLEASE EXPAND THE APPROPRIATE SECTION TO DISCUSS HOW YOU DETERMINED THE
         NUMBER OF SHARES OF YOUR STOCK TO BE ISSUED IN CONNECTION WITH THE
         SILICON FILM TECHNOLOGIES ACQUISITION.

                  We have revised page 2 to expand on how the number of shares
                  of stock were issued in connection with the Silicon Film
                  Technologies acquisition.

                  "In discussions between Silicon Film Technologies, Inc. and
                  Voyager One, it was negotiated that the current shareholders
                  of Voyager One (at that time, a public shell company) would
                  retain eight percent (8%) of our company after the
                  acquisition.

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
November 16, 2004
Page 4

                  "At the closing of the share exchange transaction, Voyager One
                  had 9,222,400 authorized, but not issued, common shares and
                  5,000,000 authorized, but not issued, preferred shares.
                  Silicon Film Technologies, Inc. had 68,779,200 Class A common
                  shares issued and outstanding and 5,000,000 Class B common
                  shares issued and outstanding.

                  "Overall, the shareholders of Silicon Film Technologies, Inc.
                  acquired 92.22% of all the issued and outstanding common and
                  preferred stock in our company"

THE OFFERING
------------

10.      PLEASE TELL US HOW YOU DETERMINED THE NUMBER OF SHARES TO REGISTER FOR
         RESALE ON BEHALF OF CORNELL CAPITAL PARTNERS AND TREY RESOURCES.

                  Cornell Capital requested five times coverage. The debentures
                  issued to date total $525,000 with an additional $575,000 to
                  be issued to Cornell Capital pursuant to the Securities
                  Purchase Agreement. The debentures are convertible at the
                  holder's option any time up to maturity at a conversion price
                  equal to the lower of (i) 150% of the lowest closing bid price
                  of the common stock as submitted by a market maker and
                  approved by the NASD or (ii) 50% of the lowest closing bid
                  price of the common stock for the five trading days
                  immediately preceding the conversion date. Assuming a
                  conversion price of $2.50, the $1,100,000 debentures, if
                  converted into stock at 50% of the conversion price, equals
                  880,000 shares. Multiplying 880,000 shares by 5 equals
                  4,400,000 shares. Cornell Capital sold one half of the
                  debentures to Trey Resources and have indicated an intention
                  to sell one half of the remaining debentures to them. One half
                  of 4,400,000 equal 2,200,000 shares to be registered for each
                  entity.

11.      PLEASE TELL US THE STATUS OF THE APPLICATION FOR QUOTATION ON THE
         OVER-THE-COUNTER BULLETIN BOARD.

                  We have been advised by our market maker, Newbridge Securities
                  Corporation, a registered broker-dealer, that our application
                  for quotation on the Over-the Counter Bulletin Board has been
                  put on hold pending the completion by the SEC of its comments
                  to this registration statement on Form SB-2. Once it has been
                  declared effective, we have been advised that the approval
                  process will proceed. Accordingly, we have added the following
                  disclosure at the end of the paragraph that follows the
                  caption "TRADING MARKET" on page 3: "The application for
                  trading on the Over-the-Counter Bulletin Board will not be
                  accepted, if at all, until the Securities and Exchange
                  Commission has declared the registration statement
                  accompanying this prospectus effective."

12.      PLEASE CLARIFY WHICH TABLE YOU ARE REFERRING TO IN NOTE (1) THAT
         APPEARS AT THE BOTTOM OF PAGE 2

                  In response to the staff's comment, we eliminated this item as
                  a footnote and moved it as an explanatory parenthetical next
                  to the caption "COMMON STOCK OUTSTANDING BEFORE THE OFFERING"
                  on page 3.

SUMMARY FINANCIAL INFORMATION
--------------