SecProbe.io

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Mail Stop 0407

      March 14, 2005

Robert P. Farrell
Chief Executive Officer
Sagamore Holdings, Inc.
33 Wood Avenue South, Suite 600
Iselin, New Jersey  08830

	RE:  	Sagamore Holdings, Inc.
      Registration Statement on Form SB-2
      Filed February 14, 2005
      File No. 333-122822

Dear Mr. Farrell:

      We have reviewed your Form SB-2 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.

General

1. Please update the financial information included in your filing
in
accordance with the requirements of Item 310(g) of Regulation S-B.
2. We note the 6 million Series A Convertible Preferred shares
issued
to Cornell Capital Partners as a part of the investment agreement.
We note that the Series A is convertible into common stock based
upon
a floating exchange ratio tied to the market price of the common
stock.  As a result of this floating exchange ratio, we view
Cornell
Capital Partners` obligation under the equity line financing as
not
being irrevocable because of Cornell Capital Partners` ability to
engage in market transactions that could indirectly trigger
restrictions on its ability to receive shares under the equity
line
financing.  Therefore, we do not view the equity line financing as
properly structured under Section 5 of the Securities Act of 1933.

In addition, after considering the factual context of the proposed
equity line financing, we do not believe that a binding
contractual
commitment was entered into on September 15, since at the time the
equity line was entered into, Sagamore Holdings was (and is) a
non-
reporting company with no trading market.  As such, the
arrangement
by Cornell Capital Partners to pay for shares at a purchase price
that is 98% of a "market price" does not represent an irrevocable
commitment to purchase the equity line shares.  Further, the
conditions to Cornell`s purchase obligation include the shares`
being
authorized for quotation on the OTC Bulletin Board in the future.

Please revise your disclosure throughout the prospectus to remove
any
implication that there is an existing equity line arrangement with
Cornell that provides the company with a viable mechanism to
obtain
needed financing.
3. Please indicate the basis for using $0.20 per share as the
assumed
conversion price of the Series A Convertible Preferred Stock.
Also,
indicate the basis for using this figure as the offering price in
the
registration fee table for the common stock owned by Yorkeville
and
the Nexus employees.

Cover Page
4. Limit your prospectus cover page to the information required by
Item 501 of Regulation S-B.  Please consider deleting unnecessary,
immaterial and redundant information, including unnecessary
parenthetical definitions, such as "Cornell Capital" and "Sagamore
Holdings".
5.
Item 501(a)(8) of Regulation S-B requires that you include the
price
range or the formula or method to be used to calculate the
offering
price.  Please include a fixed price or price range prior to
effectiveness.  Then you may file a post-effective amendment to
switch to a market price when the shares begin trading on a
market.
Alternatively, state that the selling shareholders will sell at a
price of $x.xx (or a range) per share until your shares trade on
the
Over-the-Counter Bulletin Board and thereafter they will sell at
prevailing market prices or privately-negotiated prices.  Revise
also
page 2 of the prospectus accordingly.
6. We note your statement that the company "intends to apply for
listing on the Over-the-Counter Bulletin Board."  Please note that
the OTC Bulletin Board is not an exchange, so securities are not
listed on the OTC Bulletin Board, they are approved for trading.
In
addition, please correct the misstatement that the company applies
to
have its securities traded on the OTC Bulletin Board, as only
brokers
can apply to the NASD to have a company`s securities traded on the
OTC Bulletin Board.

Prospectus Summary, page 1
7. Please revise to decrease the length of your summary.  It
should
discuss only the key aspects of the offering and your operations.
Much of the discussion you currently include does not appear so
highly material as to merit inclusion in the summary.  For
example,
consider eliminating here the extensive discussion in the third,
fourth and fifth paragraphs, about the technology that is involved
in
your products and services, which discussion is more appropriate
for
your business section.  As part of your revisions, ensure that you
provide a balanced discussion by discussing the following in the
summary:

* that your auditors have raised a concern as to your ability to
continue as a going concern;
* the amount of your net losses for the last two fiscal years and
periods in 2004;
* that you are in breach of covenants of your credit facility and
any
other debt; and
* the interrelationships among the parties, such as that Cornell
Capital Partners and Yorkeville Advisors are controlled by the
same
natural person and that your Chairman and Chief Executive Officer
recently left Cornell Capital Partners, which they co-founded, to
form Sagamore Holdings.

The Offering, page 2
8. Indicate the percentage of your outstanding common stock that
the
number of shares being offered would represent following the
offering.

Summarized Historical Financial Information, page 4

9. We note that your fiscal year end is June 30 and that your
first
quarter of fiscal 2005 ended on October 3, 2004.  Tell us the
reason
that the quarter ended on this date, rather than September 30,
2004.
Clearly state your policy for determining quarter ends in your
financial statements.

Risk Factors, page 5

	General
10. Please delete mitigating language in your risk factors.  For
example, delete:

* "While we believe that the factors involving foreign components
supply have not adversely impacted our business in the past" in
the
last sentence of the risk factor beginning "We are dependent on
foreign manufacturers" on page 7;
* "While we do not believe that the loss of any one supplier would
have a material adverse effect upon us since most products sold by
us
are available from multiple sources" in the risk factor beginning
"We
are dependent on suppliers" on page 6;
* "Although such shortages and allocations have not had a material
adverse effect on our operating results" in the last sentence of
the
risk factor beginning "Our industry is subject to supply
shortages"
on page 7;
* "Although we believe that our operations utilize the assembly
and
testing technologies, equipment and processes currently required
by
our customers" in the second paragraph of the risk factor
beginning
"We may not be able to maintain our technological" on page 8; and
* "While we believe that we would be able to locate suitable
replacements for our executives if their services were lost" in
the
risk factor beginning "We depend on the continued services of our
executive officers" on page 9.

      These are only few examples;  please review your risk
factors
generally to
      similarly delete mitigating language.

Our Independent Registered Public Accounting Firm Has Stated...,
page
5
11. Briefly describe here, with a more elaborate discussion in
management`s discussion and analysis (see our related comment),
the
covenants breached under the credit facility agreement and how
they
were breached.  So that investors understand how this default may
have factored in the going concern qualification, please describe
briefly the penalty under the agreement for such default,
including
the terms of any increase in the penalty due to the duration of
the
default.
12. Please note the dollar amount currently due under the credit
agreement.

The Company May Have to Pay $500,000..., page 6
13. Please briefly note here what is meant by "Net Working Capital
Adjustment."
14. Based upon the company`s current financial condition, it
appears
that, if the company is not successful on the merits, a negative
decision would (as opposed to "could") have a material adverse
effect
on the company`s working capital.  Please revise accordingly.

We Are Dependent On Our Suppliers..., page 6
15. Expand your disclosure to include the likelihood of occurrence
so
that investors can assess the degree of risk.  Have you had
difficulty in the past obtaining an adequate supply from a
particular
provider?  Has your supplier relationship with Jaco been affected
by
the dispute over the net working capital adjustment you describe
in
the previous risk factor?  In your revised disclosure, also note
that
Jaco has the ability to terminate your supply agreement with it at
any time and the percentage of supplies you have received from
Jaco
in the last two fiscal years and periods in 2004.

We Do Not Have Long-Term Contracts With Our Customers..., page 6
16. Please also expand here your disclosure to include the
likelihood
of occurrence so that investors can assess the degree of risk.
Have
you had material difficulty in the past with a customer`s
canceling,
reducing or delaying an order or orders?

The Products We Manufacture May Have To Conform To RoHS..., page 7
17. Please note here the percentage of products, to the extent
known,
that your customers may ship to Europe or Asia so that investors
may
assess the magnitude of the risk.

Products We Manufacture May Contain Design..., page 8
18. We note your statement that "[d]efects have been discovered in
products we manufactured in the past."  Indicate whether such
defects
have materially affected your financial condition or operations
and
describe in what way.

Currently No Public Market Exists For Our Common Stock..., page 10
19. The reference to Sagamore shares being "listed" on the OTC
Bulletin Board is not correct, as companies do not list their
shares
on the OTC Bulletin Board.  Revise this reference here and
elsewhere
in the prospectus to correctly indicate that your shares would be
traded on the OTC Bulletin Board.

Selling Stockholders, page 12

	Table and Notes to the Table
20. Identify here, and in connection with the principal
stockholders
table on page 37, the natural person who controls Cornell Capital
Partners and Yorkeville Advisors Management.  Tell us what
consideration you have given to aggregating in the table the
information about the amount of shares beneficially owned and
being
sold by Cornell Capital Partners and Yorkeville Advisors
Management
since, according to disclosure elsewhere in the prospectus, they
are
controlled by the same natural person, and listing that natural
person as the selling stockholder.
21. We note your statement in note two to the table that you have
"taken into consideration the 4.99% ownership conversion
limitation"
in calculating the number of shares of common stock that are
beneficially owned by Cornell Capital Partners.  We also note that
you have registered for resale considerably more than 4.99% of the
company`s outstanding common stock.  Clarify that you are doing so
because Cornell may control the number of shares of common stock
it
owns at any one time.
22. Supplementally provide us with your analysis as to why Rule
701
was available for the company`s offering of options to employees
of
Nexus.

Dilution, page 19
23. Please disclose and quantify the further dilution to new
investors that will occur upon exercise of your outstanding
options.

Plan of Distribution, page 20
24. Identify Cornell Capital Partners, LP and Yorkville Advisors
Management LLC as underwriters.
25. Describe here or in management`s discussion and analysis the
business purpose of the commitment and structuring fees paid to
Yorkeville.

Management`s Discussion and Analysis, page 21

	General
26. Also describe how long you believe you can satisfy your cash
requirements and commitments, what sources of funds you will use,
and
whether you will have to raise additional funds in the next twelve
months.  See Item 303(a)(1) of Regulation S-B.
27. Discuss any known trends, events or uncertainties that have or
are reasonably likely to have a material impact on your financial
condition, such as net sales, gross profit, and liquidity.
Explain
whether and why you expect revenues to increase, decrease, or
remain
the same in the upcoming year.  See Item 303(b) of Regulation S-B
and
consider our guidance in Securities Act Release No. 33-8350
available
on our website.
Overview, page 21
28. Please revise this section to highlight the most important
developments of the periods being reported without being
repetitive
of or summarizing the ensuing MD&A and business discussion.  The
overview section should be written in Plain English from the CEO`s
perspective, focusing on the issues "that keep him up at night."
Such topics could include:

* economic or industry-wide factors relevant to the company;
* how the company earns revenues and income and generates cash;
* the company`s lines of business, locations of operations and
principal products and services, without being repetitive of the
business section or disclosure elsewhere in the prospectus; and
* the material opportunities, challenges and risks that management
are most focused on for the short and long term, as well as
actions
that they are taking to address these opportunities, challenges
and
risks.  For example, we note that most of your customers` orders
are
cancelable by the customer without penalty.  Your overview should
address how management attempts to minimize the potential material
adverse impact that cancellations, reductions or delays by a
significant customer could have on the company.
29. Clarify whether you are currently in default under the
promissory
note agreement with Jaco and the consequences of such default.

Going Concern, page 21
30. Please discuss what steps you plan to take to reach
profitability
and to cure the problems underlying the going concern
qualification
in the auditors` report.

31. Additionally, revise your disclosure to provide discussion to
support the preparation of your financial statements on the
assumption of a going concern.  Refer to FRC 607.02 for guidance.

Results of Operations, page 22
32. Please be more descriptive of the precise reasons for the
significant changes in the gross profit line item from period to
period.  See Item 303(b)(1)(vi) of Regulation S-B.
Financial Results: Comparative Fiscal Year 2004 vs. Fiscal Year
2003
of Nexus, page 23

33. We note that when comparing the results of your 2003 fiscal
year
to your 2004 fiscal year on page 23, you assert "improved economic
conditions" as cause for an increase in sales. However, on page 22
you attributed "softening" sales during the period from July 1,
2004
through October 3, 2004, which you anticipate will continue
through
the next two quarters, to a slow down in the telecommunications
industry. Tell us how economic conditions which you cite as cause
for
increases and decreases in your financial results changed over the
periods for which you provide discussion. Include reference to
economic indicators, results of customers and competitors, or
other
factors used in your analysis.

Liquidity and Capital Resources, page 2