SecProbe.io

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March 30, 2005

Mail Stop 0407

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

RE:	Netfone, Inc.
	Amendment No. 3 to Form SB-2
	File No. 333-120895
	Filed March 21, 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. 3 to Form SB-2

Description of Business, page 25

	Industry Background, page 26
1. We reviewed the materials provided in response to our prior
comment #5.  However, the materials do not appear to support the
following statement:

"Frost & Sullivan VOIP program leader Jon Arnold expects VOIP to
attract 18.1 million North American residential subscribers by
2008."

If you wish to retain the statement, please provide us with the
materials supporting the statement (with the specified portion
highlighted for our reference).

Management`s Discussion and Analysis or Plan of Operation, page 31
2. We note your response to our prior comment #6.  In your Plan of
Operations section, please describe in greater detail your current
plans to seek quotations on the OTC Bulletin Board.  Although we
note
your plans to have the stock quoted on the OTC Bulletin Board
"upon
the effectiveness" of the current registration statement, we also
note that the company cannot apply to have its stock traded on the
OTC Bulletin Board:  only brokers who act as market makers in the
company`s stock may file the application.  Please indicate with
more
specificity when you intend to begin contacting potential market-
makers.

Report of Independent Registered Public Accounting Firm

3. Have your auditors sign the report of independent registered
public accounting firm.

4. In addition, we note that you incorporate by reference the
original November 19, 2004 consent of your independent auditor.
Please ask your independent accounting firm to update its consent
to
the use of its report for the latest amendment.

Recent Sales of Unregistered Securities, page 43
5. We note from the updated financial statements that you received
$7,200 as "proceeds from common stock issuances."  Please describe
for us the nature of the "issuances" and include any disclosure
required by Item 701 of Regulation S-B.
* * * * *

      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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