SecProbe.io

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Mail Stop 0407

      May 25, 2005

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

	RE:  	Sagamore Holdings, Inc.
      Amendment No. 1 to Form SB-2
      Filed May 13, 2005
      File No. 333-122822

Dear Mr. Farrell:

      We have reviewed your amended 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 information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.
Feel
free to call us at the telephone numbers listed at the end of this
letter.

General
1. We note that the Cornell Capital Partners and Yorkeville
Advisors`
percentage of the shares being resold in the offering is
substantial
(approximately 95%) and that most of the shares have been issued
recently.  Consequently, it appears that the offering is a primary
offering being made "by or on behalf" of the issuer.  As you know,
in
order to conduct this type of offering, the issuer must be
eligible
to use Securities Act Rule 415(a)(4).  Since you do not qualify to
conduct an "at the market" offering, please revise the
registration
statement to price all securities offered in the prospectus for
the
duration of the offering and to indicate the specific price where
appropriate in the prospectus.  Lastly, since this is a primary
offering, the offering must be prompt and continuous for the
duration
of the offering.

2. Since the shares being sold by Cornell and Yorkeville appear as
being sold "by or on behalf" of the issuer, the entire offering
must
be sold at a fixed price.  Hence, all of the Nexus employees whose
shares are being registered for resale at market prices must be
registered in a separate transaction on a separate registration
statement.  Please amend the registration statement to remove
these
individuals as selling shareholders.
3. We note section 3 of exhibit 10.12, the termination agreement,
which states "It is the intent of [Cornell Capital Partners] and
[you] to enter into a new standby equity distribution agreement
and
related transaction documents, with substantially identical terms
as
the [September 2004 agreement and documents] immediately upon
shares
of [your] common stock being quoted on the OTCBB."  However, the
price that Cornell Capital Partners is obligated to take your
shares
under the standby equity distribution agreement will not be
determinable until there is a market in your stock.  Therefore, a
condition precedent to the existence of an agreement will not
occur
until after your stock trades on the OTCBB; so remove any
implication
in the registration statement that there will be an existing
equity
line arrangement with Cornell Capital Partners.
In addition, please address in your response letter prior comment
one
that, as a result of the floating exchange ratio feature of the
Series A Convertible Preferred Stock, 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.
4. Your descriptions in the instant registration statement and the
termination agreement of the proposed equity distribution
agreement
seem broader than what is permitted under Securities Act Rule
135c.
Please address in your response letter why such disclosure does
not
constitute a general solicitation of the stock to be offered under
the equity line (and therefore a violation of Section 5 of the
Securities Act) and why the existence of a general solicitation
does
not undermine the availability of a Securities Act exemption for
the
contemplated private placement with Cornell Capital Partners.
5. We note that you include industry research for estimated growth
data and other figures cited throughout the document, such as
those
provided by Electronic Trend Publications and Bear Stearns.
Please
provide us with marked copies of any materials that support these
and
other third party statements, clearly cross-referencing a
statement
with the underlying factual support.  Confirm for us that these
documents are publicly available. To the extent that any of these
reports have been prepared specifically for this filing, file a
consent from the party.

Prospectus Summary, page 1
6. Where you discuss the credit facility in the going concern
section, please state the amount of the outstanding balance that
is
in default.
7. We note your revisions in response to prior comment seven to
include more information about party interrelationships.  Please
further revise the interrelationships subsection to indicate that
Cornell Capital Partners and Yorkeville Advisors are holders
selling
xx% of the shares in the prospectus.

Risk Factors, page 9

General
8. We note your revised first risk factor on page 9 suggests
inventory obsolescence is one of the reasons Nexus is in violation
of
the credit facility covenants.  Revise to include an additional
risk
factor that highlights and quantifies the "significant unfavorable
adjustments to pre-acquisition investor valuations due to
obsolescence" that contributed to Nexus`s violation of the
facility
covenants.

Our Independent Registered Public Accounting Firm Has Stated...,
page
9
9. We note your additional disclosure that, "[u]nless Nexus
receives
a waiver from the lender, and there can be no assurance that Nexus
will obtain a waiver, the operating results and cash flows of
Nexus
may not be adequate to enable it to pay the obligations that are
currently due."  So that investors may assess the degree to which
this is a risk to you, please state the availability of your cash
on
hand to pay the obligations that are currently due under the
credit
facility.  Please also state here, as you did on page 25 in
management`s discussion and analysis, that, "[i]f the Company
could
not satisfactorily replace the credit facility, there would be
insufficient liquidity to meet its current obligations over the
next
twelve months, and it would therefore be necessary to examine
other
strategic alternatives, including a possible sale or liquidation
of
the business, although there are no assurances that it would be
able
to do so."

We Are Dependent On Our Suppliers, page 10
10. Please delete the mitigating language "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" and "Although component shortages have not had a
lasting negative impact on our business."  In addition, revise to
indicate the extent to which component shortages have had a
negative
impact on your business.

We Do Not Have Long-Term Contracts With Our Customers..., page 11
11. Please quantify the adverse effect on your revenues due to the
cancelled, reduced and delayed orders in the fiscal year ended
June
30, 2002 and indicate whether this amount was atypical.

Our Stockholders May Experience Significant Dilution..., page 13
12. Please delete the reference to the September 15, 2004 standby
equity distribution agreement with Cornell Capital Partners, in
light
of the April 2005 termination agreement.

Selling Stockholders, page 17

Table and Notes to the Table
13. We note your response to prior comment 20 that you have not
aggregated the number of shares beneficially owned by Cornell
Capital
Partners and Yorkeville Advisors "because the beneficial ownership
limitation causes the ownership for Cornell Capital to stay the
same,
regardless of including the Yorkeville Advisors` shares."  Please
confirm to us in your response letter that you are referring to
the
"4.99% ownership conversion limitation" mentioned in note two, and
explain to us why the limitation applies in determining whether
Mark
Angelo who controls both entities should be named in the table and
the shares aggregated next to his name.

Management`s Discussion and Analysis, page 25

Overview, page 25
14. Please tell us in your response letter whether Nexus`s
breaches
of the facility covenants constitute the kind of "defaults under
other loan agreements" that "would result in a default under the
promissory note agreement with Jaco."  If they do, revise your new
disclosure here accordingly, and discuss the consequences of such
default.
15. We note your statement that "[t]he combination of [Nexus`s]
ability to extend the maturity date [of the credit facility], and
its
expected operating cash flow, will permit the company to meet its
financial obligations over the next twelve months."  Please
describe
the "expected operating cash flow" and the basis for such
expectation.
16. Please explain what you mean on page 28 by "`Lean
Manufacturing`
techniques."

Results of Operations, page 27
17. Please refer to your discussion of gross profit during the
period
from October 4, 2004 through January 2, 2005.  Tell us why you
recorded a "one-time amortization" of the increased cost basis of
your inventory.  In this regard, we note from your response on
page
61 that amortization relating to the fair value assigned to
inventory
will be amortized into costs of goods sold as the inventory turns.

Liquidity and Capital Resources, page 30
18. We note your disclosure in the third paragraph of page 33 that
you recorded a significant amount of inventory obsolescence.
Disclose the amount, timing and reasons for recording these
charges.
In addition, tell us what you mean by your statement that
"goodwill
increased as inventory was reduced."
19. Update your discussion of cash flows from operating, investing
and financing activities to discuss the period ended January 2,
2005.
20. We note your statement that the parties terminated the standby
equity distribution agreement on April 26, 2005.  Since the
agreement
was terminated before the equity line became available to you,
please
delete the discussion of it here and rely on the similar
disclosure
about the agreement in the certain relationships and related
transactions section.

Our Business, page 33
Competition, page 36
21. Discuss in greater detail your competition`s advantages in
relation to you and how this affects your competitive position
within
your markets.  Also, to the extent reasonably known, provide
quantified disclosure of your market shares in each of your
markets.
See Item 101(b)(4) of Regulation S-B.

Certain Relationships and Related Transactions, page 42
22. Confirm in your response letter that there are no affiliations
between Celerity Systems Inc. and Cornell Capital Partners.
Otherwise, please describe.

Financial Statements - Sagamore Holdings, Inc. and Subsidiary,
page
F-1

23. Please update the financial information included in your
filing
in accordance with the requirements of Item 310(g) of Regulation
S-B.

Notes to Financial Statements - Sagamore Holdings, Inc. and
Subsidiary, page F-6

Note 1 - Basis of Presentation, page F-6

24. We note your response to prior comment 53.  While we
understand
the difficulty in closing your financial books on September 20,
2004,
it does not appear appropriate to defer the effective date of the
acquisition beyond the end of the interim period, which is October
3,
2004.  Revise your financial statements and disclosures to present
this transaction as effective on the consummation date or, if you
cannot close your financial books on this date, no later than
October
3, 2004.

Note 2 - Summary of Significant Accounting Policies, page F-7

Stock Based Compensation, page F-8

25. We note your response to the first bullet of prior comment 54.
It does not appear reasonable that your Series B convertible
preferred stock and your common stock have no value.  Please
address
the following items:

* Please revise your financial statements to ascribe a reasonable
value to the Series B convertible preferred stock, common stock
issued as compensation to employees and to consultants in exchange
for services, and stock options issued to employees, or explain in
more detail why you believe that your valuation is appropriate.
* Please provide us with a copy of the independent valuation
performed for your Series B convertible preferred stock and your
common stock as of October 4, 2004.
* Tell us why you believe the current-value method is appropriate.
In this regard, we note that this method is not forward-looking
and
does not consider the possibility that the value of the enterprise
will increase or decrease between the valuation date and the date
at
which the Series B preferred stockholders and the common
stockholders
will receive a return on their investment.  In addition, it is
generally not appropriate to use this method unless a liquidity
event
is imminent and expectations about the future of the enterprise as
a
going concern are not relevant or unless the enterprise is at a
very
early stage of development.
* We note that you have disclosed an estimated selling price of
$1.00
for purposes of calculating the registration fee and a market
price
of $0.25 for purposes of estimating the number of shares to be
needed
for the conversion of the 6,000,000 shares of Series A Convertible
Preferred Stock.  Tell us how you considered these estimated
prices
in valuing your common and Series B convertible preferred stock
issuances and reconcile the differences in valuation.
26. In reference to your response to the second bullet of prior
comment 54, please describe the nature of the services to be
provided
by the consultants, as previously requested.  Also, address the
question in our original comment with regard to the guidance in
paragraph 8 of SFAS 123, based on which it appears that these
shares
should have been valued at the fair value of the consideration
received since it appears more reliably measurable.  In addition,
tell us the vesting provisions of these shares, and tell us how
you
will apply the guidance in EITF 96-18 in accounting for this
transaction.

27. In reference to your response to the third bullet of prior
comment 54, please refer to our original comment, and clarify for
us
the nature of the services that the two officers performed or will
perform in exchange for the shares.  If these shares are intended
to
compensate the officers for future services, tell us the vesting
provisions of the awards.

Notes to Condensed Consolidated Financial Statements (Unaudited),
page F-17

Note 3 - Significant Accounting Policies, page F-20

Goodwill, page F-20

28. Expand your disclosure to describe your methodology for
testing
your goodwill balance for impairment under SFAS 142.

Stock-Based Compensation, page F-21

29. It does not appear appropriate to continue using the minimum
value method to determine compensation cost since you have filed a
registration statement and are considered a public entity under
SFAS
123.  Revise your disclosures to reflect an option-pricing method
that considers the impact of the expected volatility of your
common
stock.

Statements of Cashflows - Nexus Custom Electronics, Inc., page F-
29

30. We note your response to prior comment 58, but cannot locate
your
additional disclosure.  Please provide us with a more specific
reference to where the increase in your inventory balance between
fiscal years 2003 and 2004 is discussed in your management`s
discussion and analysis.

Notes to Unaudited Pro Forma Condensed Consolidated Statement of
Operations, F-43

Note 2, page F-43

31. We note you response to prior comment 61.  It is still unclear
to
us why you have excluded the amortization of the increased basis
of
your inventory and the amortization of backlog from your pro forma
s