SecProbe.io

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Mail Stop 3561

      July 7, 2005

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

	Re: 	Shiwana, Inc.
      Amendment No. 3 to Registration Statement on Form SB-2
      Filed on June 10, 2005
		File No. 333-118255

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
information so we may better understand your disclosure.  Note
that
the page numbers referenced in our comments refer to the pages in
the
marked Form SB-2 you provided.  After reviewing this information,
we
may 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.

Cover Page
1. We note your response to comment 2 in our letter dated January
14,
2005.  Please include the requested information on the cover page.

Prospectus Summary, page 4
2. We note your response to comment 3 to our letter dated January
14,
2005.  It is unclear where in the summary you have made the
requested
revisions.  Please advise or revise to clarify that you have
received
minimal revenue to date and quantify your revenue.
We intend to sell our services to customers outside the United
States
. . ., page 23
3. We note your response to comment 6 in our letter dated January
14,
2005.  It is unclear where in this risk factor you have specified
the
services you intend to sell that are in demand outside of the
United
States.  Please revise or advise.

We do not have any copyrights, and we have a limited ability to
protect . . ., page 28
4. We note your response to comment 7 in our letter dated January
14,
2005.  It is inappropriate to include language such as "we cannot
assure you" in your risk factor disclosure.  The real risk is the
circumstances you describe, not your inability to give assurances.
Also, mitigating language is inappropriate when describing risks.
Please revise or advise.

Background of Officers, Directors and Key Executives, page 64
5. We note your response to comment 11 in our letter dated January
14, 2005.  Please provide a brief business description for each of
the officers, directors and key employees.  For example, we note
that
you have included a significant amount of information about Mr.
Bertiger`s work history related to satellite communications
systems,
including patent numbers.  Please revise.

Financial Statements for the Three Months Ending March 31, 2005,
page
65

Note 1.  Nature of Business and Significant Accounting Policies,
page
69

Stock-based compensation, page 69
6. Please disclose the pro forma basic and diluted earnings per
share
as if the fair value based method had been applied to all awards
as
required by paragraph 45.c.(5) of FAS 123.

Note 4.  Stock Options, page 72
7. Please expand your disclosure to include for each grant date,
the
fair value of the common stock and the intrinsic value, if any,
per
option.  Indicate whether the valuation you used to determine the
fair value was contemporaneous or respective.  In addition, please
expand Management`s Discussion and Analysis to disclose the
intrinsic
value of outstanding options, vested and unvested, based on the
estimated initial public offering price.  Further, discuss the
factors, assumptions and methodologies you used in determining
fair
value and the factors contributing to the difference between the
fair
value as of the date of each grant and the estimated initial
public
offering price.
Financial Statements for the Year Ended December 31, 2004, page 75

Report of Independent Public Accounting Firm, page 76
8. The report of the independent auditor is not signed.  Please
provide a signed audit report in a pre-effective amendment.

Determination of Offering Price, page 110
9. We note your response to comment 15 in our letter dated January
14, 2005.  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.

Plan of Distribution, page 111
10. We note that selling shareholders that are affiliates of the
issuer are registering a substantial amount of shares in this
offering and it appears that they are offering shares by or on
behalf
of the issuer.  Please disclose that the selling shareholders are
underwriters.

Selling Shareholders, page 117
11. We note your response to comment 16 in our letter dated
January
14, 2005.  Please include a column reflecting the amount of
securities of the class owned by the selling security holders
before
the offering as required by Item 507 of Regulation S-B.  Your
revised
disclosure includes a column indicating the amount of securities
owned after the offering but not before.  Please revise.
12. We note your response to comment 17 in our letter dated
January
14, 2005.  Please indicate in this section whether any selling
shareholder is an affiliated person of any broker or dealer.
Please
revise or advise.

Available Information, page 130
13. We note your response to comment 12 in our letter dated
January
14, 2005.  The disclosure in your prospectus should be materially
complete.  Any reference to the contrary is inappropriate.  The
language in the first paragraph seems to indicate that the
disclosure
in your prospectus is not materially complete.  Therefore, you
should
revise the language in your first paragraph, if true, to clarify
that
the disclosure in your prospectus is materially complete.

Exhibit 5.1
14. We note your response to comment 19 in our letter dated
January
14, 2005.  Please note that we may have further comment after
reviewing the revised opinion.

*	*	*	*	*

      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 information.  Detailed letters greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Dave Irving at (202) 551-3321 or Mike Moran,
Accounting Branch Chief, at (202) 551-3841if you have questions
regarding comments on the financial statements and related
matters.
Please contact Howard M. Baik at (202) 551-3317 or Ellie Quarles,
Special Counsel, at (202) 551-3238 with any other questions you
may
have.

								Sincerely,

								H. Christopher Owings
								Assistant Director

cc (via fax):	Jay L. Panzarella, Esq.

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Tim R. Sensenig
Shiwana, Inc.
July 7, 2005
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