SecProbe.io

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

MAIL STOP 03-08

	January 14, 2005

Tim R. Sensenig
Chief Executive Officer
Shiwana, Inc.
1320 Tower Road
Schaumburg, IL 60173

	RE:	Shiwana, Inc.
		Registration Statement on Form SB-2/A
		Commission File No. 333-118255
		Filed on December 17, 2004

Dear Mr. Sensenig:

	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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form SB-2
Cover Page
1. We note your response to comment 2.  Clarify who the "other
representatives" will be.
2. Please state that $1.80 will be the price for the duration of
the
offering.

Prospectus Summary, page 3
3. We note your response to comment 10.  Please clarify in the
summary that you have received minimal revenue to date and
quantify
your revenue.

Risk Factors, page 8
4. We note your response to comment 17.  Please revise the
introduction to your risk factor section to clarify that all
material
risks have been disclosed.
5. We note your response to comment 18.  We reissue the comment as
it
applies to revising your risk factor subheadings to concisely
state
the specific material risk each risk factor presents to your
company
or investors and the consequences should that risk factor occur.
For
instance, we note "We are not likely to issue dividends" on page
11
and "We may rely on other third-parties" on page 18.  Please
revise
so each caption clearly identifies the risk as it applies to your
company, industry or offering.  See Updated Staff Legal Bulletin
No.
7 (June 7, 1999) sample comments 32, 33, 34, 36, 37 and 38.

We intend to sell our services to customers outside the United
States
. . ., page 21
6. We note your response to comment 23.  Please specify the
services
you intend to sell that are in demand outside of the United
States.

We do not have any copyrights, and we have a limited ability to
protect . . ., page 22
7. We note your response to comment 19 and reissue the comment as
it
applies to this risk factor.  We note your statement, "Although we
do
not know of any infringement or misappropriation by the Company of
the proprietary rights of others, there can be no assurance that
others will not assert claims or commence litigation with respect
to
our current or future intellectual property."  Please revise to
eliminate the mitigating language and the language referring to
your
inability to give assurances.

Management`s Discussion and Analysis or Plan of Operation, page 32
8. On page 33, please clarify when during 2005 you expect to
become
fully operational.

Operating Expenses, page 36
9. Previous comment 31 requested additional discussion of general
and
administrative expenses for the period November 23, 2003 through
September 30, 2004.  You include discussion of several expense
categories in section 4. - Management`s Discussion and Analysis or
Plan of Operation, but not within section 4.3. - Operating
Expenses.
Please move the discussion of expense line items to the
appropriate
section (cost of sales, hiring and training expenses, general and
administrative expenses, etc).

Operational Objectives, page 38
10. In section 15 - Use of Proceeds, you present information
assuming
you sell 25%, 50% and 100% of the new distribution shares you are
offering.  Please revise the Operational Objectives section to
reflect this information per our request in previous comment 33.

Background of Officers, Directors and Key Executives, page 63
11. We note your response to comment 40.  Please provide support
for
the following statements:

* Dr. Keltner has designed, built and/or operated over 30 health
care
firms and his clients have included many national and regional
health
care agencies and academic institutions.

* Mr. Bertiger was the visionary who architected and developed
Iridium, the world`s first global communications center.

* He [David Cairns] has substantial operating experience including
building effective organizations; developing customer-focused `go-
to-
market` strategies and successfully executing international growth
plans both internally and through merger & acquisition activity.
Available Information, page 77
12. Please revise the disclosure in the first paragraph to
clarify,
if true, that the disclosure in the prospectus is materially
complete.

Financial Statements Nine Months Ending September 30, 2004

Note 3.  Operations and Management`s Plans, page 91
13. Please state the reliance on cash proceeds of this offering in
the note herein, as discussed in section 4.5 - Operational
Objectives.

14.0	Dilution, page 105
14. Please reflect the pro forma net tangible book value per share
as
of September 30, 2004 as ($0.005) in the table illustrating the
per
share dilution.  Currently the pro forma net tangible book value
per
share is reflected as $0.005.
Determination of Offering Price, page 107
15. We note your response to comment 48 and reissue the comment.
To
the extent practicable, you should more specifically discuss how
the
various factors listed led to the offering price of $1.80.  For
instance, you should discuss how you determined what a purchaser
would be willing to pay for your shares.  Did you hire outside
consultants or bankers?

Selling Shareholders, page 110
16. We note your response to comment 50.  Please include a column
reflecting the amount of securities of the class owned by the
selling
security holders before and after the offering as required by Item
507 of Regulation S-B.
17. We note your responses to comments 51-52 and reissue the
comments.  You should determine whether any selling stockholder is
a
broker-dealer and whether any of the selling stockholders are
affiliates of broker-dealers.  Please revise.

Undertakings, page 122
18. We note your response to comment 61 and reissue the comment as
it
applies to providing the full undertaking required by Item 512
(a)(1)(ii) of Regulation S-B.

Exhibit 5.1
19. We note your response to comment 64.  Please confirm that you
will re-file the opinion so that it speaks as of the effective
date
of the registration statement.

****

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
letter with your amendment that keys your responses to our
comments
and provides any requested supplemental information.  Detailed
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	You may contact Dave Irving at (202) 942-1920 or Mike Moran,
Branch Chief, at (202) 942-2823 if you have questions regarding
comments on the financial statements and related matters.  Please
contact Howard M. Baik at (202) 942-1963 or Ellie Quarles, Special
Counsel, at (202) 942-1859 with any other questions you may have.

				Sincerely,

				H. Christopher Owings
				Assistant Director

cc: 	Jay L. Panzarella, Esq.

??

??

??

??

Shiwana, Inc.
January 14, 2005
Page 1

</TEXT>
</DOCUMENT>