SecProbe.io

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<TYPE>LETTER
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<FILENAME>filename1.txt
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February 17, 2005

Mail Stop 0407

Rafeh Hulays
President
Netfone, Inc.
Suite 1108 - 1030 West Georgia Street
Vancouver, BC V6E 2Y3

RE:	Netfone, Inc.
	Amendment No. 2 to Form SB-2
	File No. 333-120895
	Filed February 8, 2005

      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. 2 to Form SB-2
1. We note that Amendment No. 2 to Form SB-2 contains the
financial
statements for the period ending on September 30, 2004.  In your
next
amendment, please update the financial statements in accordance
with
the requirements of Item 310(g) of Regulation S-B and revise any
related disclosure (e.g. the MD&A section).  We may have further
comments after reviewing the updated disclosure.
Risk Factors, page 6
2. We note your response to our prior comment #10.  Please
disclose
in either the risk factor entitled "The loss of Rafeh Hulays may
affect our ability to raise additional capital" or the risk factor
entitled "We need to retain key personnel.." the fact that Mr.
Hulays` consulting agreement is non-exclusive, which allows him to
provide consulting services to other companies and devote less
than
100% of his working time to Netfone`s business.  Discuss the risks
that this fact may create, such as slower rate of growth of
Netfone`s
business.
3. We note your response to our prior comment #1.  If you do not
view
the ability of persons to obtain judgment and/or attach assets of
a
Canadian subsidiary or a Canadian person as a material risk, tell
us
why you have included this risk factor.

Management, page 19
4. We note the revisions made in response to our prior comment #3.
Given that the disclosure discusses risks to the company and
investors, please place the disclosure in the Risk Factors section
rather than in the Management section.

Description of Business, page 24
5. We reviewed the supplemental materials provided in response to
our
prior comment #26.  However, the supplemental materials do not
appear
to support the statements contained in the "Industry Background"
section.  Specifically, the materials indicate that Frost &
Sullivan
expects VOIP to attract 12.1 million U.S. and Canadian residential
subscribers by 2007 (not "18.1 million North American residential
subscribers by 2008," as stated in the disclosure).  The materials
do
not appear to support the claim regarding the number of IP Centrex
lines expected by 2007.  Please provide additional supplemental
support or revise the disclosure to conform to the supplemental
support that you currently possess.

Management`s Discussion and Analysis or Plan of Operation, page 31
6. We note your response to our prior comment #9.  Since it does
not
appear that the company has any plans to list its securities on a
national securities exchange or Nasdaq or enlist market makers to
apply for quotation of the company`s securities on the OTC
Bulletin
Board, explain the basis for the possibility that a public market
may
develop for the company`s securities.  If the reference is
intended
to refer to the Pink Sheets, please clarify and make clear that
the
Pink Sheets is not a liquid market.
* * * * *

      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.

      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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