SecProbe.io

CORRESP
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filename1.htm

  August 19, 2005

  VIA
  EDGAR

  BOSTON

  United States
  Securities and Exchange Commission

  BRUSSELS

  Division of
  Corporate Finance

  100 F Street,
  N.E.

  CHARLOTTE

  Washington,
  D.C.  20002

  FRANKFURT

  Attn:  Mark P. Shuman, Neil Miller, Barbara C.
  Jacobs and Marc Thomas

  HARRISBURG

  Re:

  Worldspan, L.P.
  and WS Financing Corp.

  Amendment No. 2
  to the Registration Statement on Form S-4

  HARTFORD

  File No. 333-124508

  LONDON

  Gentlemen and Ladies:

  LUXEMBOURG

  MUNICH

  NEW YORK

  Worldspan, L.P. (“Worldspan”) and WS Financing Corp. (“WS
  Financing,” and WS Financing together with Worldspan, the “Issuers”)
  have today filed Amendment No. 2 (“Amendment No. 2”) to
  their Registration Statement on Form S-4 (Registration No. 333-124508).  On behalf of the Issuers, we respond to the
  comments raised by Mark P. Shuman in his letter dated August 2, 2005 to
  Jeffrey C. Smith.  For your
  convenience, the comments are included in this letter and are followed by the
  applicable response.

  NEWPORT
  BEACH

  Amendment No. 1 to Form S-4 filed July 8,
  2005

  PALO
  ALTO

  Signatures

  PARIS

  PHILADELPHIA

  PRINCETON

  SAN FRANCISCO

  1.                                      Regarding your response to
  prior comment 3 from our last letter dated May 27, 2005, we note your
  assertion that your corporate general partner, Worldspan Technologies, Inc.,
  is not required to sign this registration statement.  After reviewing Exhibits 3.1, 3.2 and 3.3
  to this registration statement, which reflect Worldspan Technologies Inc.
  (formerly known as Travel Transaction Processing Corporation), as the
  corporate general partner, we have concluded that you should revise to
  include the signatures of a majority of your corporate general partner’s
  board of directors.

  WASHINGTON

  Law Offices of Dechert LLP

  4000 Bell Atlantic Tower • 1717 Arch Street • Philadelphia, PA  19103-2793 • Tel: 215.994.4000

  • Fax: 215.994.2222 • www.dechert.com

Response:

The Issuers acknowledge the
Staff’s comment and have revised the applicable signature page to indicate
that a majority of the boards of directors of both of Worldspan’s corporate
general partner, Worldspan Technologies Inc. (“WTI”), and Worldspan have signed
the Registration Statement on behalf of Worldspan.

2.                                      Similarly,
revise your subsidiary guarantor signature page to include the signatures
of the managing members of your LLC guarantors and general partners of your LLP
guarantors.  If these managing members or
general partners are corporations, revise to include a majority of their boards
of directors.  If these managing members
and general partners are business entities other than corporations, include the
appropriate signatures.  If Mr. Rakesh
Gangwal is the sole managing member and sole general partner of all subsidiary
guarantors, revise to state that he is signing this Form S-4 in these
capacities.

Response:

The Issuers acknowledge the
Staff’s comment and have revised the applicable signature page to clarify that
Worldspan is signing as the sole and managing member of each of the limited
liability company guarantors.  We also
have revised the guarantors’ signature page to indicate that a majority of
the boards of directors of both WTI and Worldspan have signed the Registration
Statement with respect to the guarantors.
In addition, we have revised the signature page to indicate that Mr. Rakesh
Gangwal is signing on behalf of each of the guarantors as the President and
principal executive officer of each of the guarantors, on behalf of Worldspan as
Worldspan’s Chairman, President and Chief Executive Officer and in his capacity
as a director of Worldspan and WTI.

Exhibit 5.1 Opinion
of Counsel

3.                                      In the
third full paragraph of the legal opinion, you assume that the Indenture has
been duly authorized, executed and delivered by the Trustee.  The facts in this respect appear
ascertainable.  It appears that the
registrant’s counsel could obtain an opinion of counsel to the Trustee and
could rely thereon.  We would not object
to a reference to and reliance upon other counsel with respect to these matters
concerning the actions and authority of the Trustee.

Response:

The
Issuers acknowledge the Staff’s comment and we have revised the form of legal
opinion of Dechert LLP that is filed as Exhibit 5.1 to Amendment No. 2
to instead rely on a written representation of the Trustee as to the Trustee’s
due authorization, execution and delivery of the indenture.

4.                                      Revise
to disclose specifically that the laws of New York govern the Indenture.

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Response:

The
Issuers acknowledge the Staff’s comment and we have revised the form of legal
opinion of Dechert LLP that is filed as Exhibit 5.1 to Amendment No. 2
to disclose specifically that the laws of the State of New York govern the
Indenture.

5.                                      We note
that you limit the scope of your opinion to the General Corporation Law of the
State of Delaware.  While this statute
appears applicable to WS Financing Corp. we note that the primary registrant,
WorldSpan, LP, is a limited partnership and may be governed by Delaware’s Revised
Uniform Limited Partnership Act.
Similarly, it appears that the Limited Liability Company Act is
applicable to some of the guarantors.
Please revise to opine as to the applicable.

Response:

The Issuers acknowledge the
Staff’s comment and we have revised the form of legal opinion of Dechert LLP that
is filed as Exhibit 5.1 to Amendment No. 2 to clarify that the scope
of the opinion encompasses both the Revised Uniform Limited Partnership Act and
the Limited Liability Company Act of the State of Delaware, as applicable.

6.                                      For
those co-registrants governed by the “General Corporation Law of the State of
Delaware,” please confirm to us that this reference includes the statutory
provisions and also all applicable provisions of the Delaware Constitution and
reported judicial decisions interpreting these laws.  Refer to Section VIII.A.14. of the
Division of Corporation Finance:  Current
Issues and Rulemaking Projects Outline (November 14, 2000).

Response:

The Issuers acknowledge the
Staff’s comment, and we confirm as counsel to the Issuers that the reference
and limitation to the “General Corporation Law of the State of Delaware” in the
revised form of legal opinion of Dechert LLP that is filed as Exhibit 5.1
to Amendment No. 2 includes the statutory provisions as well as all
applicable provisions of the Delaware Constitution and reported judicial decisions
interpreting those laws.

7.                                      In the
fourth paragraph on page 2 of your draft legal opinion, you limit the
scope of the opinion to General Corporation Law of the State of Delaware and
the laws of the United States and the State of New York, despite the formation
of some of the co-registrants in the jurisdictions of Georgia and California.  Additionally, your counsel effectively
assumes that the limited liability company laws of the jurisdictions of Georgia
and California are identical to those of Delaware.  An assumption of this type is not
appropriate.  The scope of your opinion
should encompass the laws of the jurisdictions in which all of the registrants
are formed.  Please revise.

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Response:

The Issuers acknowledge the
Staff’s comment and we have revised the form of legal opinion of Dechert LLP that
is filed as Exhibit 5.1 to Amendment No. 2 to no longer cover the
validity of the guarantees of the Georgia and California guarantors.  In order to address the laws of Georgia and
California applicable to those guarantors, the Issuers have filed the form of
legal opinion of Jeffrey C. Smith, Esq., counsel to the California
guarantors, and the form of legal opinion of Nicholas A. Formisano, Esq., counsel
to the Georgia guarantors, as Exhibits 5.2 and 5.3, respectively, to Amendment No. 2.

8.                                      We note
the penultimate paragraph of the opinion addressed to the Issuers and
Guarantors indicates that the opinion “may not be used or relied on by any
other person . . . filed with a government agency without prior written consent
. . . .”  This limitation suggests that
investors may not be able to rely on the opinion and therefore is
inappropriate.  Please revise this
opinion to delete this paragraph or more narrowly tailor the limitation.

Response:

The Issuers acknowledge the
Staff’s comment and we have revised the form of legal opinion of Dechert LLP that
is filed as Exhibit 5.1 to Amendment No. 2 to remove the reliance
limitation.

Draft responses regarding Form 10-K,
Annual Report for the Year ended December 31, 2004 and Form 10-Q for
the Quarter Ended March 31, 2005

Item 9A.  Controls and Procedures

9.                                      We note
your response states that prior to May 2005, it is possible that
transactions that were deleted from the billing system contained billable items
that would have resulted in an increase in your revenues had you billed the
participating airline.  Based on the
unknown impact on your revenues, related costs and the lack of supervisory and
managerial resources in your finance department, please advise us how your
principal executive and financial officers were able to conclude that your
disclosure controls and procedures were effective prior to May 2005 and
your specific bases for your belief that this deficiency had no material impact
on your financial results prior to May 2005.

Response:

As discussed below, as of each relevant determination
date the chief executive officer and chief financial officer of the Issuers had
no reason to believe that either individually or collectively the information
transfer deficiency or the managerial resources deficiency had an impact on the
Issuers’ disclosure controls and procedures that warranted a change in their
conclusion pursuant to Item 307 of Regulation S-K that the disclosure controls
and procedures were effective to provide reasonable assurance that material
information

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required to be included in the periodic reports was
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms.  Similarly,
as of each relevant determination date the chief executive officer and chief financial
officer did not have reason to conclude that either matter had a material
impact on the financial statements during any period.  Notwithstanding those conclusions, the
Issuers viewed the implementation of an additional level of review of
non-billable transactions and the hiring of additional finance personnel as
changes that could materially affect the Issuers’ internal control over
financial reporting, and, consistent with the Staff’s response to Question 9 in
Management’s Report on Internal Control Over Financial Reporting and
Certification of Disclosure in Exchange Act Periodic Reports, Frequently Asked
Questions (revised October 6, 2004), disclosed these improvements pursuant
to Item 308(c) of Regulation S-K.  The
conclusions of the chief executive officer and chief financial officer of the
Issuers were based on the following considerations:

Information Transfer Deficiency

The Worldspan Global Distribution System (“GDS”)
provides travel agencies and corporate travel departments with real-time access
to schedule, price, availability and other travel information and the ability
to process reservations and issue tickets for the products and services of
travel suppliers (such as airlines, hotels, car rental companies, etc.). Worldspan’s
GDS contains important preventative application controls in the form of
programs that identify and “filter out” or reject transactions that do not meet
the criteria of a billable item. Worldspan has designed various programs to
filter out non-billable transactions as one of its primary controls over
billing accuracy.  The programs used in
the GDS are designed and implemented by Worldspan based on the terms of
Worldspan’s agreements with its airline customers and long established common
practice in the travel industry. The GDS and its applications and programs are
subject to general computer and application controls, including restricted
access, program change and security. Worldspan continually monitors new
developments and changes in the way transactions are processed in the travel
industry to insure that the filters remain current.

The billable transactions identified by the GDS are
transferred to Worldspan’s separate billing system for processing, which then
assigns the appropriate transaction price and generates an invoice/billing to Worldspan’s
airline customers.  Conversely, the non-billable
transaction item data rejected by the GDS is not transferred to the
billing system and accordingly, a customer invoice and/or billing is never generated.  The language in Worldspan’s July 8, 2005
response letter that ...”transactions deemed by our system to not include a
billable item were deleted from our billing records...” was not meant to
suggest that items that have already been invoiced were being deleted.  The language is meant to explain that Worldspan’s
GDS system does not retain and transfer non-billable transaction data to the billing
system for invoicing.

The internal control deficiency that Worldspan first
identified in the fourth quarter of 2004 was that there did not exist a
specific monitoring control, in the form of an ongoing management review of the
nature of the non-billable items, to supplement the existing built in general
and application controls referred to above.
The internal control deficiency was identified by Worldspan’s Internal
Audit Department in connection with its Sarbanes Oxley

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Section 404 preparations (Worldspan is not an
accelerated filer and is not required to file its first report on internal controls
until its Form 10-K for the period ending December 31, 2006) during a
review of the controls around the transfer of transaction data from the GDS to the
billing system.  Worldspan improved its
internal controls by implementing a periodic management review and analysis of
the nature of non-billable items rejected by the GDS to provide additional
assurance that the programs used remain appropriate in filtering out such
non-billable transactions.  Because of
the changes Worldspan needed to make to the GDS system to generate the
necessary data for review, Worldspan was unable to implement this control until
May of 2005.

In considering the effectiveness of the Issuers’
disclosure controls and procedures and whether the information transfer
deficiency described above had a material impact on the financial results as of
each of the relevant determination dates, the matters described above were
considered by the Issuers’ chief executive officer and chief financial officer in
the context of (a) their periodic review of financial and operational
data, including but not limited to reviews of monthly financial statements and the
number of transactions processed and the fee per transaction, (b) their
knowledge of the adequacy of the existing controls surrounding Worldspan’s GDS,
including application, restricted access and change controls that reduce the
risk of unauthorized alterations and errors to data being processed by the
system, (c) their knowledge and review of airline and travel agency
relationships such that there have been no material changes to agreements that
would allow the company to bill a type of transaction that historically it did
not have the right to bill under its existing customer contracts (in 2004 and
up to May of 2005), (d) their knowledge of the industry whereby there
have been no significant changes to the institutional travel industry practice
for processing transactions, and (e) internal audit reviews tha