SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      							May 2, 2005

Via U.S. Mail and Fax (801) 973-4188
Mr. Christopher Foley
Chief Financial Officer
NBO Systems, Inc.
3676 West California Avenue, Building D
Salt Lake City, UT 84104

	RE:	NBO Systems, Inc.
      Form 10-KSB for the fiscal year ended December 31, 2004
		Filed March 31, 2005
		File No. 0-33037

Dear Mr. Foley:

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.  Where indicated, we think
you
should revise your documents 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.

Item 1. Description of Business

Risk Factors, page 13

1. In a supplemental response clarify to us your discussion of
states
with "transactional jurisdiction" escheatment statutes.
Specifically
clarify whether the uncertainty is whether the states will enforce
existing laws or whether the states will enact additional laws.

2. If existing escheatment laws might be enforced against you,
explain to us how you have considered the provisions of SFAS 5.

Item 8A. Controls and Procedures

3. It is unclear whether your chief executive officer and chief
financial officer have concluded that your disclosure controls and
procedures are effective.  Please revise your disclosure to state,
in
clear and unqualified language, the conclusions reached by your
chief
executive officer and your chief financial officer on the
effectiveness of your disclosure controls and procedures.  For
example, if true, you can state that your disclosure controls and
procedures are effective including consideration of the identified
matters, so long as you provide appropriate disclosure explaining
how
the disclosure controls and procedures were determined to be
effective in light of the identified matters.  Or, if true, you
can
state that given the identified matters, your disclosure controls
and
procedures are not effective.

Note A - Organization and Summary of Significant Accounting
Policies

11. Revenue Recognition

4. We note that you record the sales of third-party merchant gift
certificates or gift cards at the gross amount of the sale instead
of
the net amount, which would be the discount that you received on
the
purchase from the merchant.  It appears that you are just an
intermediary in the transaction and that you should be recording
the
net amount as revenues.  Please provide us with the EITF 99-19
analysis that you have performed (please note that a thorough
analysis should address each of the indicators within 99-19).

5. In a supplemental response tell us how you are accounting for
rebates that you have offered to your customers as an incentive to
use your card programs.  It appears that you are recording these
rebates as a cost of revenue.  Please reference the accounting
literature that you are relying on in your response.

6. We note that you recognize income on breakage either at the end
of
the expiration date on the gift certificate or the applicable
legal
statute of limitation.  We also note that you record and compile
the
total cumulative amount of breakage based on historical sales and
breakage experience.  In a supplemental response and in future
filings tell us the definition of historical sales.  Does this
mean
that you are calculating the total face value of the gift cards
and
certificates sold multiplied by the historical breakage percentage
to
arrive at total breakage income for the applicable period in
advance
of the actual expiration date?  If so, please confirm and clarify
this in future filings and indicate that historical sales does not
represent revenues of the registrant.

Note M - Commitments and Contingencies

Litigation, page 57

7. In a supplemental response explain to us how you have assessed
each of these matters in accordance with SFAS 5.

*    *    *    *

      As appropriate, please amend your Forms 10-K and 10-Q and
respond to these comments within 10 business days or tell us when
you
will provide us with a response.  You may wish to provide us with
marked copies of the amendment to expedite our review.  Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact William Demarest, Staff Accountant, at (202)
551-3432 or me at (202) 551-3486 if you have questions regarding
comments on the financial statements and related matters.

							Sincerely,

							Daniel L. Gordon
							Branch Chief

??

??

??

??

Mr. Christopher Foley
NBO Systems, Inc.
May 2, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>