SecProbe.io

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March 2, 2005

Mail Stop 0306

By U.S Mail and Facsimile to (603) 891-4957
William Lockwood, President
Ovation Products Corporation
395 Dunstable Road
Nashua, New Hampshire 03062

Re:	Ovation Products Corporation
	Registration Statement on Form 10-SB
      Filed      February 1, 2005
	File No.  0-51145

Dear Mr. Lockwood:

      We have reviewed your filing 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

	Please note that registration statements filed under Section 12(g)
of
the 1934 Act become effective 60 days after filing.
Item 1.  Description of Business

Our Product- Page 1

1. Please expand page 2 or another appropriate section to discuss
the
material terms of the strategic distribution agreement.  In
addition,
discuss the reasons for delays in revenues related to the
agreement.
Also, file the complete agreement.  For example, we note Exhibit
10.7
refers to various schedules which do not appear to have been
filed.
2. Please discuss in greater detail your products, such as how
they
work and the estimated sales price.  We note the information on
your
website and statements of Mr. Zebuhr in the August 6, 2004 New
Hampshire Business Review.  Also, it does not appear that the
disclosure addresses the sales to facilities in the United Kingdom
and test marketing in Minnesota referred to in the article.
Please
advise or revise.
3. Please briefly clarify the features referred to in the bullets
on
page 1.
4. Please clarify the basis for the statement that your technology
"will result in the lowest operating cost ... of any size."

The Market - Page 2

5. Please clarify why the technology will provide the "following
advantages" on page 2.
6. Please discuss the challenges mentioned by Mr. Zebuhr in the
August 6, 2004 article, such as `reclaimed water."  Also, discuss
how
the leftover material, such as the "waste concentrate" will be
addressed.  In addition, expand the Regulatory section to discuss
such material.

Regulatory - Page 4
7. Please discuss, to the extent practical, which category or
categories apply to your technologies.
8. If material to how your product may be used, discuss the
regulation of disposal of hazardous materials.
9. Please expand this section to discuss the material existing or
probable government regulations.  Also to the extent you plan to
concentrate on certain countries, briefly discuss the material
regulations of those countries.  For example, we note the
disclosure
on page 6 concerning the Japanese market.
Military Applications - Page 6

10. Please update the disclosure, such as when the demonstration
occurred and the results of the demonstration.
Japan - Page 6

11. Please discuss the reasons for the delays with respect to the
plan to penetrate the Japanese market.

Other Markets - Page 6

12. Please update the disclosure.  For example, we note the
reference
to "We have scheduled delivery ... during the remainder of 2004
...
first quarter of 2005."

Risk Factors - Page 6

13. Please add or expand the appropriate risk factor to discuss
the
going concern opinion.

We may be required to pay marketing royalties to a thirds party -
Page 8

14. Please briefly discuss why you changed your plans to
manufacture
a distiller designed for residential use.

Item 2.  Management`s Discussion and Analysis or Plan of
Operations

General - Page 12

15. Please provide your critical accounting policy disclosures and
the information related to the underlying estimates and judgments
required by FR-72 and SEC Release No. 33-8350.  The critical
accounting policies discussion should supplement, not duplicate,
the
description of accounting policies that are disclosed in the notes
to
the financial statements. While accounting policy notes in the
financial statements generally describe the method used to apply
an
accounting principle, the discussion in MD&A should present a
company`s analysis of the uncertainties involved in applying a
principle at a given time or the variability that is reasonably
likely to result from its application over time.  Please revise
your
filing to include your critical accounting polices and within
these
policies specifically address the following:

a. Provide information regarding how you arrived at the estimate;
b. How accurate the estimate or assumption has been in the past;
c. How much the estimate or assumption has changed in the past;
and
d. Whether the estimate or assumption is reasonably likely to
change
in the future.

Item 3.  Description of Property - Page 15

16. Please discus, if applicable, your plans concerning production
at
a plant in Marion, Mass.  We note the March 29, 2004 Engineering
New-
Record article about raising $4 million for a plant.

Item 4 Security Ownership - Page 16

17. Please reconcile the number of share shown in footnote 1 with
the
number shown in the table for WMS Enterprises.
18. Please expand footnotes 1 and 2 to identify the individuals
who
have or share voting and investment control over the shares held
by
WMS and SJE.

Item 6.  Executive Compensation - Page 22

19. Please update the disclosure, such as executive compensation
for
2004.

Item 7  Certain Relationships - Page 24

WMS Enterprises - Page 24

20. Please revise to clarify what you mean by "pro rate portion of
securities we may offer" in describing the WMS agreement.
21. Please revise to state the royalty terms of the Revised
License
with WMS.

S.J. Electro Systems, Inc. - Page 25

22. Please state the amount of the Series A Preferred investment
made
by SJE.
23. Please discuss the material terms of the strategic alliance
agreement.  In addition, expand this section or page 5 to clarify
the
status of the marketing plan with respect to the two phases and
discuss the reasons for the delays in the marketing plan.
24. Please explain the "profit sharing" arrangement with SJE.
25. Please disclose the amount of notes issued to WMS in
connection
with the SJE agreement.

Alexandros Partners LLC - Page 26

26. In the second paragraph please revise to clarify the meaning
of
the last two sentences.  For example, is the warrant exercisable
only
upon liquidation?  What does "upon...a transaction" mean?  Does
this
refer to a financing of less than $1 million?  What does "will pay
out the same consideration as above" mean in the last sentence?

Financial Statements

General

27. Please provide updated financial statements and related
disclosures in your filing prior to effectiveness to comply with
Item
310(g) of Regulation S-B.

Statements of Cash Flow - Page F-5

28. We see that you present the purchase of patents within the
investing activities in your statements of cash flow.  However, it
appears that you received an inflow of cash of $78,073 in the nine
months ended September 30, 2003 related to these patents.  Tell us
supplementally what the nature of this item relates to and revise
your statement of cash flow as necessary to present the cash
inflows
and outflows on a gross basis related to your patents.

29. Revise this filing to present all proceeds and repayments of
cash
flows from notes payable separately and on a gross basis.  Refer
to
paragraphs 11, 19 and 20 of SFAS 95.

30. We see that you present proceeds (repayments) from deposits on
preferred stock offering within your statement of cash flow.  Tell
us
supplementally what the nature of these items is and whether the
items are presented on a net basis within the investing activities
of
your statement of cash flows.  Revise the filing as necessary to
comply with paragraph 11 of SFAS 95.

Notes to Financial Statements

General

31. We see some of your references to other notes within this
section
appear to be inaccurate and can be confusing to investors.  For
instance, you indicate on page F-13 that "in conjunction with this
agreement, the Company issued certain warrants to purchases shares
of
the Company`s common stock (see Note 11).  However, it appears
that
you should have referenced Note 12.  Revise your notes to the
financial statements to contain the correct references to other
notes.

Note.1-Nature of Business and Basis of Presentation - Pages F-6

32. Please revise this filing to provide more specific details of
the
Company`s viable plan of operations and plans to address the going
concern issues as required by FRC 607.02, including plans to fully
develop and market the Company`s products, any related financing
issues and the impact if these plans are not successful.

Note 2.  Summary of Significant Accounting Policies - Page F-7

Intangible Assets

33. We see you indicate you review the carrying value of
indefinite-
lived intangible assets for impairment at least annually.  Tell us
the nature of your "indefinite-lived intangible assets".  Disclose
or
clarify your impairment policy for finite-lived intangibles,
including patents.

Note 4.  Intangible Assets - Page F-11

34. We see that you disclosed outstanding patents in process of
$189,147 and $123,665 as of December 31, 2003 and 2002,
respectively.
We also note your disclosure on page F-7 that the costs of
unsuccessful and abandoned patent applications are expensed when
abandoned.  Tell us supplementally and revise this filing to
describe
the nature of the referenced patents.  Cite the accounting
literature
relied upon on for capitalizing these intangibles.  We may further
comment upon reviewing your response.

Note 6.  Income Taxes - Page F-12

35. We see you have disclosed the components of your net deferred
tax
assets and liabilities presented within your December 31, 2003 and
2002 balance sheet.  Revise this disclosure within your filing to
include the significant components of income tax expense as well
as a
reconciliation using percentages or dollar amounts to reconcile
your
federal statutory rate to your effective tax rate of 0%.  Refer to
paragraphs 45 and 47 of SFAS 109.

Note 7.  Debt - Page F-13

36. We see that you issued $800,000 in convertible promissory
notes
in December 2003 that were subsequently converted into Series C
preferred stock.  Tell us supplementally and revise this filing to
address the following:

a. We noted that you recorded a beneficial conversion feature
related
this issuance of debt. Provide details of the calculation of the
$121,471.

b. We also note that you issued warrants in connection with the
bridge notes to purchase 48,000 shares of preferred stock at an
exercise price of $5.00 per share and recorded a relative fair
value
of $121,470. We also see your disclosure on page F-21 that you
issued
warrants to purchase 48,000 shares of common stock in conjunction
with the bridge notes that were fair valued at the same price.
Revise your filing to clearly describe the type of warrants that
were
issued in conjunction with the bridge note.

c. In that regard, supplementally and in detail explain how you
valued, recorded and accounted for these warrants. We also note
your
disclosure on page F-21 that you utilized the Black-Scholes model
to
determine the fair value of these warrants.  Tell us
supplementally
and revise your filing to include the assumptions utilized within
the
model including a brief discussion on how the assumptions were
determined.  Demonstrate that your accounting complies with GAAP.

d. We also note that the Bridge Notes and accrued interest were
converted into Series C Preferred Stock. We also see your
disclosure
on page F-18 that holders of the Series C Preferred Stock received
warrants to purchase 138,600 shares of Series C Preferred Stock at
$5.00 per share.  Please clarify if these warrants were issued in
addition to the warrants reference above once the Bridge Note and
accrued interest were converted into Series C Preferred Stock.

37. We see your disclosure that you originally issued convertible
debentures with warrants attached to WMS Enterprise in August
1997.
We also note that you converted your outstanding accrued interest
under these debentures into demand note payable and issued
warrants
to purchase common stock in September 2000.  We also see your
disclosure that in 2003 WMS advanced the Company in $160,000
additional Notes Payable and converted the $60,000 Convertible
Debenture that came due in 2003 into a Note Payable.  We further
note
that in June 2004 you renegotiated the outstanding convertible
debentures, notes and warrants into a single note and two
warrants.
Tell us supplementally and revise this filing to address the
following related to these notes, debentures, and warrants:

a. Explain to us if the renegotiated note is convertible into
common
or preferred stock.  If so, please describe to us what the terms
are
of the revised conversion feature.

b. Tell us if the warrants previously issued to WMS Enterprise
throughout 1997 to 2003 are still outstanding as of September 30,
2004.  Further, provide to us the warrants that are outstanding as
of
September 30, 2004 related to WMS Enterprise.

c. Describe to us how you valued, recorded, and accounted for
these
modifications to your convertible debentures, warrants, and notes
payable and what the impact was on your initial accounting.
Specifically, tell us how you considered EITF 96-19 in your
accounting for these modifications.  We also see your disclosure
on
page F-21 through page F-22 that you utilized the Black Scholes
model
to determine the fair value of these warrants.  Tell us
supplementally and revise your filing to include the assumptions
utilized within the model including how the assumptions were
determined.

d. Cite the accounting literature relied upon for this
transaction.

Note 8.  Series A. Convertible Preferred Stock - Page F-15

38. We see that you have issued Series A convertible preferred
stock
during December 2000.  We also see you have issued Series B,
Series
B-1, and Series C convertible preferred securities with identical
rights.  Tell us supplementally and revise the disclosures
included
within this filing to address the following related to these
preferred stock issuances:

a. Explain to us if the Series B, Series B-1, and Series C
convertible preferred securities have the identical conversion
terms
as the Series A convertible preferred stock.  For instance, are
any
of these securities redeemable at any time at the option of the
holder?

b. Tell us if you recognized a beneficial conversion feature in
conjunction with the issuance of these convertible preferred stock
issuances.  Within your response, describe to us if the conversion
features have intrinsic value (are "in the money") on the
commitment
date.

c. Tell us supplementally how you accounted for these preferred
securities on the date of issuance and for each subsequent
reporting
period.  Additionally, tell us why these convertible preferred
stock
issuances should be classified in equity rather than between
liabilities and stockholder`s equity.  Refer to ASR 268 and EITF
Topic D-98.

d. Tell us how you considered the application of paragraphs 9
and10
and Appendix A of SFAS 150 and whether or not these preferred
securities have a mandatory redemption feature within your
accounting
for these instruments.  For instance, how did you determ