SecProbe.io

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Mail Stop 4-6

		May 10, 2005

Dan Fleyshman
President
Snocone Systems, Inc.
Suite 440
1555 East Flamingo Road
Las Vegas, Nevada 89119

	RE:	Snocone Systems, Inc.
		Preliminary Information Statement on Schedule 14C
		Filed April 28, 2005
		File No. 0-33519

Dear Mr. Fleyshman:

	This is to advise you that we have conducted a limited review
of
the above preliminary information statement 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.

General
1. You state that you are increasing your authorized shares of
common
stock for financing purposes or for acquisitions and your
authorized
shares of preferred stock to establish classes and series of
preferred stock with separate rights and preferences to that of
common stock.  Disclose whether you presently have any plans,
proposals or arrangements to issue any of the newly authorized
shares
of common or preferred stock for any purpose, including future
acquisitions and/or financings.  If so, please disclose by
including
materially complete descriptions of the future acquisitions and
financing transactions.  If not, please state that you have no
such
plans, proposals, or arrangements at this time, written or
otherwise,
to issue any of the additional authorized shares of common or
preferred stock.
2. Refer to SEC Release 34-15230 and discuss the possible anti-
takeover effects of the increase in authorized shares.  What other
provisions of your articles, bylaws, or other governing documents
have material anti-takeover consequences?  Are there any plans or
proposals to adopt other provisions or enter into other
arrangements
that may have material anti-takeover consequences?  Inform holders
that management might use the additional shares to resist or
frustrate a third-party transaction providing an above-market
premium
that is favored by a majority of the independent shareholders.

Closing Comments

      As appropriate, please amend your filing in response to
these
comments.  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 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 filing;

* 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

* 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 connection with our review of
your
filing or in response to our comments on your filing.

      Please contact Perry Hindin, Staff Attorney, at (202) 942-
2822
with any questions. If you require further assistance, you may
contact me at (202) 942-1818 or Barbara C. Jacobs, Assistant
Director
at (202) 942-1800.

	Sincerely,

						Mark P. Shuman
						Branch Chief - Legal
						Office of Computers and Online
Services
cc:	P. Hindin
      via facsimile
James Vandeberg
(F) (206) 262-9513

Snocone Systems, Inc.
May 10, 2005
Page 1

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