SecProbe.io

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January  31, 2005

Mail Stop 0407

Rafeh Hulays
President
Netfone, Inc.
Suite 1108
1030 West Georgia Street
Vancouver, BC V6E 2YE

      Re:	Netfone, Inc.
      	Amendment No. 1 to Form SB-2
      	File No. 333-120895
      	Filed January 18, 2005

Dear Mr. Hulays:

      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.

* * * * *

Amendment No. 1 to Form SB-2

Other Risks, page 14

1. We note your added disclosure in response to our prior comment
16.
The disclosure that was added is largely generic and does not
refer
to the company`s Canadian subsidiary.  Revise your added
disclosure
to specifically address the possible difficulty of obtaining
judgments and attaching assets of a Canadian subsidiary.  If you
do
not view this as a risk, please advise why.  In addition, if your
foreign officers and directors are predominately from one or two
countries, consider disclosing the foreign jurisdictions so
investors
may evaluate the significance of the risk.

Management, page 19

2. Please indicate Mr. Salem`s business experience from April 2002
(when he left SiteBrand Corp.) to August 2003 (when he joined the
Canadian Tourism Commission).

3. We note your response to our prior comment #25.  However, we
believe that you should clearly disclose that due to the even
number
of directors, a deadlock may occur when the two directors
disagree.
You should then discuss how such a deadlock would be resolved.  If
no
mechanism for resolving such a deadlock exists, then you should
state
so and explain how such unresolved deadlocks could affect the
development of Netfone`s business.

Description of Business, page 24

4. As requested by prior comment #30, please provide us with
supplemental copies of your agreement with Xiptel.  We may have
additional comments after reviewing the agreement.

	Business Development During Last Three Years, page 24

5. Using Plain English, please explain what a "broadsoft system"
is.

6. We note your response to our prior comment #31.  Indicate
whether
the proceeds from the rentals and sales of the terminal adapters
are
expected (or intended) to be a significant portion of the
company`s
income.

      Competitive Factors, page 27

7. Please provide supplemental support for your claim that
"Netfone
provides the largest free calling area in Canada at the lowest
price
point in the market."  Otherwise, please revise the statement to
be a
statement of your belief and disclose the basis of this belief.

Industry Background, page 26

8. We note your response to our prior comment #35.  Please provide
us
with a copy of the relevant portions of the Frost & Sullivan
report
cited in this section.  Tell us whether this report is publicly
available or commissioned specifically for use in the registration
statement.

Management`s Discussion and Analysis or Plan of Operation, page 31

9. We note your response to our prior comment #46.  Please discuss
the increased costs of being a public company and the effect of
these
costs on your future liquidity needs.  For example, discuss the
extent to which your professional fees, which were $7,150 for
fiscal
year ended September 30, 2004, would increase as a result of going
public.  In addition, please clarify how going public will provide
shareholders with "some liquidity."  Is this statement limited to
your selling shareholders selling in the offering because we note
that there are no immediate plans for the company`s stock to trade
on
the OTC Bulletin Board.

Executive Compensation, page 37

10. Please disclose the duration and termination provisions of the
consulting agreement with Mr. Hulays.  Please also disclose that
Mr.
Hulays is permitted under the agreement to provide consulting
services for other companies.  In light of Mr. Hulays` ability to
consult for other companies and Netfone`s considerable reliance on
his services, please disclose the amount of time that he intends
to
devote towards Netfone`s business.  For example, does he intend to
work full-time?  If not, then discuss any risks stemming from the
fact that Mr. Hulays will not devote his full efforts towards
Netfone`s business.

Exhibits

11. We note your response to our prior comment #59.   We further
note
that your by-laws mentions the delivery of stock certificates to
shareholders.  Such certificates, if they exist, must be filed as
exhibits to the Form SB-2.  Please either file the certificates or
confirm that they do not exist.

12. Based on your response to our prior comment #59, we note that
the
copies of the Series A and B warrants were to have been provided
to
us.  However, such copies were not enclosed.  Please provide us
with
copies of the warrants and any other instruments governing the
warrants.

* * * * *

      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
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 a 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 Inessa Berenbaum at (202) 824-5288 or Kyle
Moffatt at (202) 942-1829 if you have questions regarding comments
on
the financial statements and related matters.  Please contact Ted
Yu
at (202) 824-5684 or me at (202) 942-1990 with any other
questions.

Sincerely,

Larry Spirgel
Assistant Director

Cc:	William L. Macdonald
	Clark, Wilson

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Netfone, Inc.
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