SecProbe.io

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      December 29, 2004

      Mail Stop 0409

Mr. Edmund A. Sundberg
ConsultAmerica, Inc.
13070 Addison Road
Roswell, GA 30075

Re:	ConsultAmerica, Inc.
      Amendment No. 1 to Form SB-2
      File No. 333-120253

Dear Mr. Sundberg:

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

Risk Factors, page 4

2.  CONSULTAMERICA has limited financial resources and our
auditors`
report on our financial statements indicates that there is
significant uncertainty about our ability to continue as a going
concern. . . ., page 5
1. We note your response to our Comment 8.  You state that your
counsel has agreed to defer his fee related to this filing and you
cite to Exhibit 10.2 in support of this assertion.  However,
Exhibit
10.2 states that you agree to pay all professional expenses
related
to this offering and that Edward A. Sundberg will pay these
expenses,
within three months after the date of the prospectus, if you do
not
have sufficient funds to pay them.  Although your counsel has
signed
the agreement marked as Exhibit 10.2, that agreement appears to
makes
no mention that your counsel has agreed to defer his fee.  Please
advise or revise.

Market for Securities, page 15
2. We note your response to our Comment 14.  You note that the
"common stock that could be sold pursuant to Rule 144 (once we are
eligible therefore) is up to 1% of 10,000,000."  Please note that
Rule 144 is not available to issuers.  Refer to the Division of
Corporation Finance Manual of Publicly Available Telephone
Interpretations, Section C, paragraph 1.  Please revise the
disclosure accordingly.

Liquidity, page 18
3. You state that your cash requirements in the next 12 months
include professional fees of $25,000, consisting of legal and
accounting fees principally to comply with Exchange Act reporting
requirements.  Disclosure on page 17, however, states that
professional fees and other expenses associated with being a
public
company will range up to $75,000 per year.  Please revise to
reconcile these two statements or advise.
4. Refer to the first paragraph on page 19.  Please revise to
clarify
your basis for believing that revenues generated over the next 12
months will approximate those received over the past 12 months.
Indicate whether you have additional contracts in the pipeline
that
you expect will generate revenues of $100,000 or more in the next
12
months.  Alternatively, please revise your disclosure to state
that
cash generated in the next 12 months will not be sufficient to
cover
your operating expenses and expenses of the offering.
5. In the last paragraph of this section, you state that the
relationship you established in providing a $25,000 loan to a
third
party "has the potential to generate revenue in the future by
establishing and maintaining ongoing relationships with our
creditors."  Please explain how providing a loan can establish and
maintain your relationship with your creditors as opposed to your
debtors.  Also, please discuss how establishing and maintaining
relationships with your creditors could generate revenue.  Please
revise the disclosure to identify the third-party borrower.

Business, page 20
6. Please describe in more detail the specific services you
provided
to Titan Financial and Sundberg Communications.

Financial Statements
Report of Independent Registered Public Accounting Firm, page F-1
7. Please include the auditor`s signature.

Note 4 - Concentration of Risk, page F-10

8. We note your response to comment 28.  Please also disclose the
total amount loaned to the company by your officer for each of the
periods for which income statements are presented.  Reference is
made
to SFAS 57, paragraph 2.c.

9. We note your response to comment 29 in which you state that
"ConsultAmerica is obligated to repay the exact amount received."
If
this is the case, please explain why the line item "due to
officer"
on the balance sheet differs from the line item "loans from
officer"
on the statement of cash flows.

Other

      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 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 Matt Maulbeck, Accountant, at (202) 942-1905
or
Donna DiSilvio, Accounting Branch Chief, at (202) 942-1852 if you
have questions regarding comments on the financial statements and
related matters.  Please contact David Roberts, Staff Attorney, at
(202) 942-2811 or the undersigned at (202) 942-1960 with any other
questions.

Sincerely,

Karen J. Garnett
Assistant Director

cc:	Gary B. Wolff (via facsimile)
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ConsultAmerica, Inc.
Page 1

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