SecProbe.io

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

                                                            Trombly Business Law
                                                     1163 Walnut Street, Suite 7
                                                                Newton, MA 02461
                                                        Telephone (617) 243-0060
                                                        Facsimile (309) 406-1426

Amy  M.  Trombly,  Esq.
amy@tromblybusinesslaw.com

September  2,  2005

Delivered  by  electronic  submission  via  EDGAR

United  States  Securities  and  Exchange  Commission
Division  of  Corporation  Finance
100  F  Street,  N.E.
Washington,  DC  20549

     Attn:     Ms.  Michele  M.  Anderson

     Re:     Jane  Butel  Corporation
          Preliminary  Information  Statement  on  Schedule  14C
          Filed  August  1,  2005
          File  No.  0-50104

Dear  Ms.  Anderson:

I  am  securities counsel for Jane Butel Corporation (the "Company").  I enclose
for  filing  under the Securities Act of 1933, as amended, the Company's revised
preliminary  information  statement  (the  "Information  Statement").

The  Company's  Information  Statement contains revisions that have been made in
response  to  comments  received  from  the staff of the Securities and Exchange
Commission  (the  "Staff")  in  their  letter  dated  August  17,  2005.

Set  forth  below  are  the  Company's  responses  to the Staff's comments.  The
numbering  of  the  responses  corresponds  to  the numbering of comments in the
letter  from  the  Staff.

Comment  1.     Please  revise  your  information  statement  to  provide  the
disclosure  required by Schedule 14C and Schedule 14A, to the extent applicable.
For  example,  with  regard  to  Item  1  and  its  reference  to  Schedule  14A
requirements,  it  appears  the  information  statement  should  contain  the
information  set  forth  in  Item  6  of  Schedule  14A.

Response 1.     The Company has revised the Information Statement to comply with
this  comment.

Comment  2.     According  to  the  various  Forms  8-K  filed  by  Jane  Butel
Corporation,  the  company recently sold substantially all of its assets to Mrs.
Jane  Butel,  went through two changes in control, and completed a reverse stock
split.  In your response letter, please explain why, under applicable state law,
the  company  was  not required to obtain shareholder approval for each of these
matters.

Response  2.     At  March  31,  2005,  which was the end of the Company's third
quarter,  the  Company  had a net loss of approximately $1.3 million dollars for
the  nine  month  period.  It also had approximately $200 thousand in assets and
approximately $635 thousand in liabilities.  Additionally, in March and April of
2005,  two  lawsuits  were filed against the Company.  While the Company did not
believe in the merits of these cases, the time and money necessary to defend the
suits  threatened  to further drain resources from the Company.  Finally, in May
2005,  the Company received a demand for payment from 21st Century, an investor,
in the amount of $3.1 million.  During this time, the Company had taken steps to
reduce  its  expenses,  including reducing its headcount, which further hindered
its  ability  to  raise  revenues.

     Given  that the Company's revenues were only approximately $193 thousand in
the  prior quarter, the Company believed it was extremely unlikely that it would
independently raise the funds necessary to keep the business going and to settle
out  its  debts.   The  Company approached Dutchess Private Equities Fund II and
other  potential investors to raise the funds necessary to maintain the business
and  settle its debt.  Given the Company's financial situation, it was unable to
raise  the  capital  necessary  on  any  terms  to  continue  the  business.

     The  Company  then entered into negotiations with 21st Century and Dutchess
Private Equities Fund II to settle the Company's debts and obligations.  As part
of  this  arrangement,  Dutchess  Private Equities Fund II agreed to guarantee a
convertible debenture issued to 21st Century in settlement of its claims against
the  Company  in  exchange for other agreements between Jane Butel and Dutchess.
The  Company, Jane Butel and Dutchess entered into a series of other agreements,
described  in Form 8-Ks filed on EDGAR, that resulted in a full restructuring or
settlement of the Company's other remaining debts and obligations.  One of these
agreements  provided  for  a  transfer  of  the  remaining  assets  and  certain
liabilities  of the Company to Jane Butel, an individual, however that agreement
must  be  viewed  a  part  of  the  entire transaction that involved a change of
control  and the issuance of approximately a million dollars in debentures while
settling  or  restructuring  over  four  million  dollars  in claims against the
Company.

     Section  607.1201  of  the Florida corporate law provides that the Board of
Directors  may  "mortgage,  pledge,  dedicate  to  the repayment of indebtedness
(whether  with or without recourse), create a security interest in, or otherwise
encumber  any  or  all  of  its  property  whether or not in the usual course of
business."  The  statute  further  states  that shareholders are not required to
approve  such  transactions.

     Given  that the Company's debts and obligations so substantially outweighed
its assets and it could not use operating capital or external capital to pay its
debts,  the  Company  had only very limited options to negotiate a settlement to
avoid  bankruptcy  or a potentially devastating lawsuit with 21st Century.  As a
result,  the  Company entered into a series of transactions to use its remaining
assets  to  settle  or  restructure  its  debts.  Thus, the Company believes the
above-cited  statute  permitted the directors to act without shareholder action.

     The  Company experienced a change in control when the Company's prior Chief
Executive  Officer,  Jane  Butel,  sold  her  Series A Preferred stock to Geneva
Atlantic  Capital  Corp.  Ted  Smith is the principal of Geneva Atlantic Capital
and  was a director of the Company at the time of the transaction.   At the time
of  the  transaction,  the  Series  A  Preferred stock represented a controlling
interest  in the Company.  As this was a private transaction, it did not require
shareholder  approval.

     The  Company  experienced  a  further  change in control when the directors
affiliated  with the Jane Butel business resigned.  For a short period following
their  resignation,  two  directors  remained that were affiliated with Dutchess
Private  Equities  Fund.  Several  weeks  later, the Board appointed several new
directors  associated  with  a  business  acquired  by the Company.  Florida law
permits  Directors  to resign for any reason.  Additionally, Florida law permits
the  remaining  Board  members to fill vacancies left on the Board.  Florida law
does  not  require  shareholders  to  approve  such  a  transaction.
Section  607.10025 of the Florida Statues provides that : (1)  A corporation may
effect a division or combination of its shares in the manner as provided in this
section.  For  purposes  of this section, the terms "division" and "combination"
mean  dividing or combining shares of any issued and outstanding class or series
into  a  greater  or  lesser  number  of  shares  of  the  same class or series.
 (2)  Unless  the  articles  of  incorporation  provide otherwise, a division or
combination  may  be effected solely by the action of the board of directors. In
effecting  a  share  combination  or division, the board shall have authority to
amend  the  articles  to:
(a)  Increase  or  decrease  the  par  value  of  shares;
(b)  Increase  or  decrease  the  number  of  authorized  shares;  or
(c)  Make  any  other changes necessary or appropriate to assure that the rights
or  preferences  of  each holder of outstanding shares of all classes and series
will  not  be  adversely  affected  by  the  combination  or  division.

The  board  shall  not have the authority to amend the articles, and shareholder
approval  of  any  amendment shall be required pursuant to s. 607.1003, if, as a
result  of  the  amendment,  the  rights  or  preferences  of the holders of any
outstanding  class  or  series  will be adversely affected, or the percentage of
authorized  shares  remaining  unissued  after the share division or combination
will  exceed  the  percentage  of authorized shares that was unissued before the
division  or  combination.
As  part  of  the series of transactions to restructure the Company, the Company
agreed  to  affect  a reverse stock split.  Pursuant to the statute cited above,
the Board could act without the shareholders to affect the reverse if the number
of  shares  of  authorized  stock  also  decreased  by  the  same  ratio  as the
outstanding shares.  Because time was of the essence during the restructuring of
the  Company, the Company determined to affect the reverse split solely by Board
action.   Currently  and at the time of the transaction, insiders of the Company
control  a  majority  of  the  outstanding  shares.  Thus,  the Company believes
shareholders  will  vote to restore the number of authorized shares and, at that
time,  the  Company  will  file  a  Schedule  14C.
If  you  have further questions or comments, please feel free to contact us.  We
are  happy  to  cooperate  in  any  way  we  can.

                              Regards,

                              Amy  M.  Trombly
                              Counsel  for  Jane  Butel  Corporation

cc:     Jane  Butel  Corporation

</TEXT>
</DOCUMENT>