SecProbe.io

CORRESP
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September 26, 2006

Mr. H. Rodger Schwall

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

Simplagene USA, Inc.

Registration Statement on Form SB-2

Filed August 11, 2006

File No. 333-136512

Dear Mr. Schwall:

        On
behalf of Dinewise, Inc., formerly Simplagene USA Inc. (the “Company”),
set forth herein are the Company’s responses to the comments contained in the comment
letter of the Staff of the Securities and Exchange Commission (the
“Commission”), dated September 8, 2006, with respect to the
Company’s Registration Statement on Form SB-2 (the “Form SB-2”),
filed with the Commission on August 11, 2006 and Annual Report on Form 10-KSB for the
fiscal year ended August 31, 2005 (the “Form 10-KSB”), filed with the
Commission on December 14, 2005. As discussed with Ms. Carmen Moncada-Terry on Thursday,
September 21, 2006, the Company will file an amendment to the Form S-B2 (the “Form
SB-2/A”) after we receive the Staff’s response to this letter.

        All
responses provided herein are based solely on information provided by the Company.

        For your
convenience, we have reprinted the Staff’s written comments below prior to the
Company’s responses.

Mr. H. Rodger Schwall

September 26, 2006

Page 2

Form SB-2 filed August
11, 2006

Generally

          1.

          Given the nature and size of the transaction being registered, advise the
          staff of the company’s basis for determining that  the transaction
          is appropriately characterized as a transaction that is eligible to be made on a
          shelf basis under Rule  415(a)(1)(i).

        The
Company respectfully submits that, for the reasons set forth below, all of the 38,949,300
shares listed in the Form SB-2 should be eligible for a shelf registration.

        The
shares being registered fall into several categories:

        Craig
Laughlin, the former president of the Company, owns 900,000 shares and was granted
registration rights under a registration rights agreement.

        Crusader
Securities, Inc. (“Crusader”) and 21st Century Associates, LLC
(“21st Century”) received an aggregate of 2,250,000 shares for
services rendered in connection with the reverse merger of Colorado Prime Holdings, Inc.
(“Colorado Prime”) into the Company and the financing thereof and such
shares are also being registered pursuant to a registration rights agreement.

        Dutchess
Private Equities Fund, L.P. and Dutchess Private Equities Fund, II, L.P. (collectively
“Dutchess”) agreed to purchase $5,000,000 of convertible debentures and
warrants. The Company seeks to register 10 million shares potentially issuable upon
conversion of such debentures and/or exercise of such warrants. Such shares are also being
registered pursuant to a registration rights agreement.

        The
balance of the shares sought to be registered (25,799,300) are owned by persons who were
shareholders of Colorado Prime at the time of its merger with the Company.

        Rule
415(a)(1)(i) states that a shelf registration may not be used by the registrant, a
subsidiary of the registrant or a person of which a registrant is a subsidiary. The shares
proposed to be registered for sale are all owned by shareholders of the Company or holders
of convertible securities of the Company. The Staff has orally questioned the sheer volume
of the number of shares being registered. In this regard, we point out that 25,799,300 of
the 38,949,300 shares sought to be registered were owned by shareholders of Colorado Prime
prior to its

Mr. H. Rodger Schwall

September 26, 2006

Page 3

merger
with the Company. Some of the Company’s institutional shareholders expected to be
able to resell their shares in the ordinary course under Rule 144 or, if and when
available, Rule 144(k) after the surviving corporation registered its shares under Section
12 of the Securities Exchange Act of 1934, as amended. However, we advised the new
officers of the Company that this would not be permissible because of the Staff’s
Worm letter which effectively precludes any former shareholder of Colorado Prime and the
pre-merger management of the Company (Mr. Laughlin) from selling their shares under an
exemption and thus would require that their shares be registered for resale.

        We
also note specifically that the Staff has raised questions with regard to two of the
selling shareholders, MacKay Shields, Inc. which beneficially owns 38.5% of the
Company’s common stock and Dutchess which may be deemed to beneficially own 25% of
the Company’s common stock (based on the Company’s good faith estimate of the
number of shares which Dutchess might acquire upon the conversion of debentures and
exercise of warrants. Although MacKay Shields is the largest shareholder of the Company,
no officer or director of the Company is affiliated with it. Dutchess is limited by
agreement to owning 4.99% of the shares of the Company at any time and thus can never be
deemed a controlling person by virtue of its shareholdings. In addition, no officer or
director of the Company is affiliated with it.

        The
term “subsidiary” of a person defined in Rule 12b-3 as an affiliate controlled
by such person. We point out in this regard that the Company is clearly not a subsidiary
of Dutchess as Dutchess owns no shares of the Company, cannot own more than 4.99% of its
shares at any given time and has no relationship with its officers or directors. MacKay
Shields, Inc., because of its share ownership, may arguably be deemed a controlling
person, but in fact does not exercise control because no person affiliated with it is an
officer or director of the Company.

        We
believe that the Staff should therefore permit the registration for resale of all the
shares included in the registration statement. If, however, the Staff position is that the
registrant is a subsidiary of MacKay Shields, Inc. and therefore shares owned by MacKay
Shields, Inc. cannot be included in a shelf registration, the Company respectfully
requests that rather than incurring the cost of a separate registration statement for
MacKay Shields, Inc., when, as and if McKay Shields, Inc. wishes to sell shares, the Staff
permit the inclusion of some of the shares owned by it to enable it to sell at least the
minimum number of shares it could have sold over a two year period if Rule 144 had been
available to it.

Mr. H. Rodger Schwall

September 26, 2006

Page 4

          2.

          Please remove the following statement, “NCPH has been recognized as a
          leader in the Home Mean Replacement markets for  consumers nationwide. We
          are leading multi-channel direct to consumer retailer of branded, prepared,
          premium quality frozen  proteins….” and any other similar
          statements, unless you can provide objective third party support for such
          representations.

        The
Company will revise the Form SB-2/A to remove the first statement that reads “NCPH
has been recognized as a leader in the Home Meal Replacement market for consumers
nationwide” and delete the word “leading” from the second statement that
will read “We are a multi-channel direct to consumer retailer of branded, prepared,
premium quality frozen proteins (such as beef, chicken, pork, fish), meats, soups,
appetizers and desserts.” The Company will also make revisions to similar statements
throughout the Form SB-2/A.

      Selling
Shareholders, page 34

          3.

          Expand the Selling Shareholders table to include the natural persons with
          power to vote or to dispose of the securities  offered for resale by the
          entities that are listed as selling stockholders. If more than one holder is
          listed as beneficial  owner for the same securities, include explanatory
          text or footnotes. See Interpretation 4S of the Regulation S-K portion
          of the March 1999 supplement to the CF telephone interpretation manual.

        The
Company will revise the “Selling Shareholders” table of the Form SB-2/A in
response to this comment.

          4.

          Identify as underwriters all selling shareholders who are registered
          broker-dealers, unless any such registered  broker-dealers received such
          shares as compensation for investment banking services. Identify as underwriters
          all  affiliates of registered broker-dealers that are listed as selling
          shareholders unless you can confirm to us that each (1)  purchased its
          securities in the ordinary course of business and (2) at the time of purchase,
          had no agreements or  understandings, directly or indirectly, with any
          party to distribute the securities.

        The
Company will revise the “Selling Shareholders” table of the Form SB-2/A in
response to this comment or will confirm to the Staff that no revision is needed
specifying the applicable reasons identified above.

Mr. H. Rodger Schwall

September 26, 2006

Page 5

Report of Independent
Registered Public Accounting Firm, page F-2

     5.
          Please provide a signed accountant report. See Rule 2-02(a) of
          Regulation S-X.

        The
Company will provide the signed accountant report in the Form SB-2/A.

Form 10-KSB for the
period ended August 31, 2006

          6.

          Please adhere to the period requirements of Form 10-QSB. In this regard, we
          note that the information under Controls and  Procedures and Other
          Information does not appear to cover the required periods.

        At
the closing of the merger with Colorado Prime, the Company changed its fiscal year, which
was previously August 31, to the fiscal year used by Colorado Prime. Thus, the
Company’s fiscal year now ends on the last Sunday in December. The Company’s
most recent Form 10-QSB, filed with the Commission on August 16, 2006 (the “Form
10-QSB”), gave effect to the Company’s change in fiscal year.

        Any
amendment to the Form 10-KSB would require the Company to provide new certifications
pursuant to Rule 13(a)-14(a) and Section 906 of the Sarbanes-Oxley Act of 2002 (the
“Certifications”). Mr. Craig Laughin, who originally reviewed the Form
10-KSB and provided the Certifications, is no longer employed by the Company. Since the
Company’s current principal executive officer and principal financial officer did not
review the Form 10-KSB, it would be inappropriate to require them to provide the required
Certifications for an amended Form 10-KSB.

        The
Company will comply with this comment in all future filings. For this reason and the
reason set forth above, the Company requests that the Staff not require the Company to
amend the Form 10-KSB.

          7.

          We note that statement that “[t]here have been no significant changes in
          our internal controls or in other factors that  could significantly
          affect internal controls subsequent to the date we carried out the
          evaluation.” Please review to  conform to Item 308(c) of Regulation
          S-B. Disclose any change in your internal controls that occurred during the last
           fiscal quarter that materially affected, or is reasonably likely to
          materially affect, your internal controls over financial  reporting.

Mr. H. Rodger Schwall

September 26, 2006

Page 6

        The
Company has complied with Item 308(c) of Regulation S-B in the Form 10-QSB, which reads
“There have been no changes in the Company’s internal control over financial
reporting during the most recent quarter that have materially affected, or are
reasonably likely to materially affect, the Company’s internal control over financial
 reporting.” The Company will continue to use this language in its future
filings, where applicable. For this reason and the reason set forth in the second
paragraph of the response to comment No. 6, the Company requests that the Staff not
require the Company to amend the Form 10-KSB.

        Please
do not hesitate to call me with any questions at (212) 704-6140.

     Very truly yours,

/s/ Michael J. Shef

Michael J. Shef

cc:

Ms.
Carmen Moncada-Terry

U.S. Securities and Exchange Commission

Mr. Thomas McNeill

Dinewise, Inc.