SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

December 3, 2004

      Mail Stop 0409

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

Re:	ConsultAmerica, Inc.
      Registration Statement on 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.

General
1. We note your use of the term "Company" throughout the
prospectus.
Since the term is a vague and abstract term, please revise to use
your actual company name or a shortened version of it throughout
your
document.  Similarly, please avoid using the initials "CA," as
this
abbreviation is too cryptic to be readily understood by investors.

2. Please supplementally provide us with copies of any graphics,
maps, photographs, and related captions or other artwork including
logos that you intend to use in the prospectus.  You should not
include such graphics and pictorial representations in any
preliminary prospectus distributed to prospective investors prior
to
our review.

Prospectus Cover Page
3. We note that you have included the "Subject to Completion"
legend
required by Item 501(b)(10) on the facing page of the registration
statement, rather than the cover page of the prospectus.  Please
relocate the legend to the prospectus cover page.

Risk Factors, page 2
4. Please include a risk factor that addresses the risk that
substantially all of your revenue to date has been derived from a
single project with related parties, that the project has been
completed, and that no further revenue from the project is
anticipated.  We note the disclosure in Note 4 to your financial
statements.
5. We note the discussion of the penny stock rules on pages 27-28.
Please include a risk factor addressing these restrictions and the
associated risks to investors, such as lack of liquidity.

1.  CA has too limited of an operating history to permit investors
to
make reasonable evaluations based on past history and performance,
page 2
6. Please remove the generic risk that your future prospects "must
be
considered in light of the risks, expenses, delays, problems and
difficulties frequently encountered in the establishment of a new
business" and that "an investor in our common stock must consider
the
risks and difficulties frequently encountered by early stage
companies operating in new and competitive markets."  Please
revise
your disclosure to state the specific risks to your company.

2.  CA 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 3
7. Please revise to quantify the amount of financing or revenue
that
you will need to establish your business and implement your
strategic
plan.  Also, indicate the cash available to you as of the most
recent
practicable date.

8. You state that your counsel has agreed to defer his fee
pertaining
to this offering.  Please expand the risk factor to clarify
whether
you have entered into a written agreement with your counsel
regarding
deferral of this fee.  If so, please state the period of time for
the
deferral.

4.  Dependence on two officers, the loss of whose services may
cause
our business operations to cease and need for additional
personnel,
page 4
9. You state that both Edward and Lindsey Sundberg are under no
contractual obligation to stay with you, although they have no
intent
to leave. Mitigating language is not appropriate in the discussion
of
a risk factor.  Please remove the mitigating language from this
and
all other risk factors.

7.  We may be adversely affected by a weak economy, page 5
10. This risk factor is generic and could apply to any issuer or
any
offering.  If you elect to retain this risk factor in your
prospectus, please revise to clearly explain in more detail how it
applies to your industry and company.

13.  There are significant potential conflicts of interest, page 8
11. Please revise the first full paragraph on page 9 to clarify
whether Mr. Sundberg or Titan International owns Sundberg
Communications Co., Inc.
12. You state that your president has entered into an "oral
binding"
agreement with you to resolve potential conflicts of interest.
Please revise to indicate whether this agreement was legally
binding
or otherwise.  If this was legally binding, please supplementally
explain how you made this determination.

Selling Stockholders, page 10
13. Supplementally, please tell us why you consider Edward
Sundberg
and Lindsay Sundberg to be underwriters for purposes of this
offering.

Market for Securities, page 12
14. You state that you will be eligible to sell common stock no
earlier than July 2005.  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.  Also, please
supplementally explain how you arrived at the July 2005 date.

Management`s Discussion and Analysis or Plan of Operation, page 13
15. Please revise to include a discussion of your plan of
operation
for the next twelve months, as required by Item 303(a) of
Regulation
S-B.  We note that you did not have revenues from operations in
fiscal 2003.

   Operations, page 13
16. You state that the extent of your operations over the next 12
months will be determined in part by your "ability to negotiate
non-
cash compensation to satisfy commitments."  Please explain what
you
mean by non-cash compensation and how these non-cash payments, as
opposed to cash payments, will help you satisfy your commitments.

   Liquidity, page 15
17. Note 4 to your financial statements suggests that you
currently
have no projects that are generating revenue.  Please reconcile
this
disclosure with the statement that "We believe that operations are
generating sufficient cash to continue operations for the next 12
months."
18. The first paragraph on page 15 states that you do not have a
sufficient backlog of engagements to ensure that you will have
funding sufficient to meet your capital requirement during the
next
12 months.  The next paragraph, however, states that you believe
operations are generating sufficient cash to continue operations
for
the next 12 months.  Please revise to reconcile these two
statements
or advise.
19. Please tell us how you considered what affect the note
receivable
and loan payable to your officer will have on your liquidity over
the
next 12 months in your discussion.  Reference is made to Item
303(a)
of Regulation S-B.

Business, page 16
20. Please expand the Business section to discuss your dependence
on
one or a few major customers.  We note the disclosure in Note 4 to
your financial statements.

Directors, Executive Officers, Promoters and Control Persons, page
19
21. Please disclose Lindsay Sundberg`s business experience during
the
last five years.  If she has no prior business experience, please
include a statement to that effect.  Refer to Item 401(a) of
Regulation S-B.

Executive Compensation, page 22
22. Please revise your disclosure to include a compensation table.
Refer to Item 402 of Regulation S-B.  The $100,000 minimum
compensation requirement does not apply to CEOs.

Certain Transactions, page 23
23.  Please revise the heading "Certain Transactions" to read
"Certain Relationships and Related Transactions."
24. You state that "substantially all of our revenue for the year
ended August 31, 2004 was derived from a project in which several
entities in which our president were involved."  However, you
state
on page 14 that you "received $100,000 in fees associated with our
services to Titan Financial LLC, a ....firm in which Mr. Sundberg
is
a partner."  Please disclose whether there are other entities
besides
Titian Financial LLC that your president is involved with and that
you derived revenues from.  If there are other entities you
derived
revenue from, you should disclose the entities` names and the
president`s relationship with those entities.  Refer to Item 404
of
Regulation S-B.  Alternatively, if the revenue was only derived
from
Titan Financial, please revise the registration statement
accordingly.
25. Please state which officer was due $7,961 and why.  If this
amount pertains to a loan, please identify how the terms of the
loan
were determined by the parties and any other ongoing contractual
or
other commitment that arose as a result of the arrangement.

Financial Statements

Statements of Cash Flows, Page F-5
26. Please advise us why you included "Loan to unrelated company"
within Financing activities.  We refer you to SFAS 95 paragraph
17a.

Note 2 - Summary of Significant Accounting Policies, page F-6
   h. Revenue Recognition, page F-7
27. Please expand to clarify your policy for revenues earned to
date.
Please indicate whether revenues are earned pursuant to fixed-
price
engagements or time and materials, for example, and whether
contracts
include a termination provision.  Supplementally advise us of the
accounting literature relied upon for revenue recognition.
Reference
is made to Staff Accounting Bulletin 101.

Note 4 - Concentration of Risk, page F-10
28. We note that you performed services for Titan Financial, LLC
for
which you received $100,000 in revenues and that your president is
a
partner in Titan Financial, LLC.  In addition, we note that on the
balance sheet you show an amount due to an officer.  With respect
to
these transactions, please include all disclosures pursuant to
SFAS
57, paragraphs 2-4 or advise.
29. We note that as of August 31, 2004 you show an amount due to
an
officer on the balance sheet.  According to footnote 4, this
appears
to be an interest-free loan.  Please revise to include the
disclosures pursuant to APB 21, paragraph 16 or advise:
* The unamortized discount or premium that is reported in the
balance
sheet as a direct deduction from or as an addition to the face
amount
of the note;
* The face amount of the note;
* The effective interest rate;
* Amortization of discount or premium reported as interest in the
income statement.

Note 5 - Note Receivable, page F-10
30. Please disclose your method for recognizing interest income on
the $25,000 note receivable or advise.  Reference is made to SOP
01-
06, paragraphs 13 a-c.
Undertakings, page 37
31. Please revise to include the undertaking required by Item
512(e)
of Regulation S-B.

Exhibits, page 37
32. Note 5 to the financial statements (page F-10), indicates that
you have a note receivable outstanding in the amount of $25,000.
Given that this note represents roughly 37% of your total assets,
please file the note agreement as an exhibit, as required by Item
601(b)(10) of Regulation S-B.

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.
	Notwithstanding our comments, when 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 this action 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 Matthew 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)
??

??

??

??

ConsultAmerica, Inc.
Page 1

</TEXT>
</DOCUMENT>