SecProbe.io

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

Mail Stop 4-6

May 16, 2005

Mr. Jerome R. Mahoney
Chairman of the Board
Deep Field Technologies, Inc.
750 Highway 34
Matawan, New Jersey 07747

Re:	Deep Field Technologies, Inc.
	Amendment No. 2 to Registration Statement on Form SB-2
	File No. 333-120506

Dear Mr. Mahoney:

      We have reviewed your amended filing and have the following
comments.

General

1. We note your response to our prior comment no. 20.  Please file
an
amended facing page to your registration statement to register
your
additional shares.  In addition, we note that the first paragraph
of
the front cover and disclosure elsewhere in your prospectus states
that up to 10,000,000 shares will be distributed.  Please
reconcile
or otherwise explain why your disclosure is sufficient.  We
further
note your 100,000-for-one stock split as discussed on page 4.
Please
explain how your stock split is related to the additional shares
registered.  Please also advise whether you plan to provide the
distribution ratio prior to effectiveness as well as why more
specific numbers cannot be obtained once you have obtained the
holders` list.

2. In light of the termination of your equity line of credit and
your
convertible debentures, please advise us of your intent with
respect
to your registration statement on Form SB-2, File No. 333-120609.

Risk Factors

Deep Field has in the past and may in the future sell..., pp. 14-
15

3. We note your revised risk factor and your statement that as of
the
date of your registration statement, you have no outstanding
convertible debentures.  Immediately following your statement, you
disclose your $190,000 promissory note which is convertible to
Class
A common stock.  You further discuss your existing convertible
obligations.  Please clarify your disclosure.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations for the Year Ended December 31, 2004 as
Compared with the Year Ended December 31, 2003, pp. 31-32

4. Please elaborate on your disclosure regarding the $77,953 of
interest and financing costs.  You state that such amount resulted
primarily from debt conversion discounts on the issuance of the
$400,000 in secured convertible debentures.  However, as disclosed
elsewhere in your prospectus, fees with respect to the debentures
were 10% of the principal amount or $40,000.  Please quantify and
elaborate on the debt conversion discounts.

Liquidity and Capital Resources, pp. 31-35

5. We note that Messrs. Mahoney and Meller may be paid in shares
of
Class B common stock on a $1 per share basis.  Please advise us on
the basis for and enforceability of this arrangement particularly
in
light of its absence from the amendment to Mr. Mahoney`s
employment
agreement.  In addition, please provide us with the agreement
whereby
Mr. Meller has agreed to the arrangement.

Deep Field`s Management

Employment Agreements, pp. 44-46

6. You state that either Messrs. Mahoney or Meller "would be
required
to recuse himself" from any discussions or vote regarding any
potential termination of him.  If Messrs. Mahoney or Meller
exercise
the discretion over their respective recusals, please disclose
this
and state the effect of any such failure to recuse himself.

Federal Income Tax Consequences of the Distribution

7. Please consider including an example of the possible tax
consequences to assist in your disclosure.

Changes in Accountants

8. Item 304(a)(1)(iv)(A) of Regulation S-B requires you to
disclose
whether during your two most recent fiscal years and any
subsequent
interim period through the date of dismissal whether there were
any
disagreements, resolved or not, with the former accountant on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s),
if
not resolved to the satisfaction of the former accountant, would
have
caused it to make reference to the subject matter of the
disagreement(s) in connection with its reports.  Please revise in
this section on pages 59-60 of the text.

9. Please file a currently dated letter from your former
accountants
stating whether they agree with your Item 304 disclosures, or the
extent to which they do not agree.  Refer to Item 304(a)(3) of
Regulation S-B.  The letter should be filed as Exhibit 16 in the
amended registration statement.  Please revise.

*              *              *              *

      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.

      You may contact Maureen Bauer at (202) 942-1824, or Tia
Jenkins
at (202) 942-1902, if you have questions or comments on the
financial
statements and related matters.  Please contact Daniel Lee at
(202)
942-1871 with any other questions.  If you need further
assistance,
you may contact me at (202) 942-1818 or Barbara Jacobs, Assistant
Director, at or (202) 942-1800.

	Sincerely,

	Mark P. Shuman
	Branch Chief - Legal

cc:	Via Facsimile
	Scott Rosenblum, Esq.
	Kramer Levin Naftalis & Frankel LLP
	919 Third Avenue
	New York, New York 10022
	Telephone: (212) 715-9100
	Facsimile:  (212) 715-8000

</TEXT>
</DOCUMENT>