SecProbe.io

CORRESP
1
filename1.htm

    March 27, 2009

    Mr.
Stephen G Krikorian

    Accounting
Branch Chief

    Securities
and Exchange Commission

    100F
Street, N.E.

    Washington,
D.C. 20549

    I have
read and evaluated your comments contained within your letter dated March 2,
2009.  I will respond to each of them in order.

    Form
10-KSB For Fiscal Year Ended December 31, 2007

    Item
8A – Controls and Procedures, page 40

    1. You
questioned the statement “Prior to the filing of our Form 10-QSB for the second
quarter of 2008, our management intends to complete an evaluation of the
effectiveness of the design, maintenance and operation of our disclosure
controls and procedures and to implement any corrective
actions.”  Subsequent to the filing of the Form 10-KSB, management has
completed its assessment of its disclosure controls and procedures as required
by Item 307 of Regulations S-B and determined that its controls and procedures
are designed to ensure (1) that information required to be disclosed by us in
the reports we file or submit under the Securities Exchange Act of 1934, as
amended, is recorded, processed, summarized, and reported within the time
periods specified in the Securities and Exchange Commission’s rules and forms,
and (2) that this information is accumulated and communicated to our management,
including our Chief Executive Officer and Interim Chief Financial Officer, to
allow timely decisions regarding required disclosure.  Management
determined that the controls and procedures were in place as of December 31,
2007 and that there were no significant changes to the controls subsequent to
December 31, 2007.

    The
results of this evaluation also includes similar statements included in our
Forms 10-Q for the quarters ended March 31, 2008 and June 30, 2008.

    The filer
will ensure that it updates its disclosure in its next Form 10-K filing for the
year ended December 31, 2008 and any Form 10-Q filings.

    2. Based
on the evaluation described in 1. above, management has determined that its
controls and procedures are designed to provide reasonable assurance of
achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost benefit relationship of
possible controls and procedures.

    The filer
will ensure that it updates its disclosure in its next Form 10-K filing for the
year ended December 31, 2008 and any Form 10-Q filings.

    3.
Management determined that the controls and procedures evaluated in 1. above
were in effect as of the filing of the form 10-KSB for the year ended December
31, 2007 and that in addition, there were no significant changes in our internal
controls or in other factors that could significantly affect those
controls.

    The filer
will ensure that it updates its disclosure in its next Form 10-K filing for the
year ended December 31, 2008 and any Form 10-Q filings.

    Form
10-Q for Fiscal Quarter Ended September 30, 2008

    4. The
filer has reviewed the Form 10-Q in question and agrees that it is missing
required numbers and captions of Items.

    The filer
will ensure that it updates its disclosure in its future Forms 10-K and 10-Q
filings.

    5. The
filer has reviewed the Form 10-Q in question and agrees that it is missing the
disclosures required by Items 307 and 308(c) of the Regulation S-K.

    The filer
will ensure that its disclosure in its future Forms 10-K and 10-Q filings is in
compliance with the disclosures required by Items 307 and 308(c) of the
Regulation S-K.

    I also
acknowledge that the company is responsible for the adequacy of the disclosure
in the filings.

    We also
acknowledge that stuff comments or changes to disclosure in response to stuff
comments do not foreclose the Commission or any person from taking any action
with respect to the filling

    And we
may not assert staff comments as a defense in any proceeding initiated by the
commission or any person under the federal securities laws of the United
States.

    All
corrections will be made on a prospective basis as per discussion with Ms.
Tamara Tangen of your office.  Should the filer need to amend any of
the Forms 10-KSB or 10-Q noted above, the filer will also correct the disclosure
deficiencies identified in your letter.

    Sincerely,

    /s/ Ronny Yakov

    Mr. Ronny
Yakov,

    President
and Interim Chief Financial Officer