SecProbe.io

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

MAIL STOP 3561

      June 7, 2005

Mr. Israel Frieder, Chief Executive Officer
Israel Technology Acquisition Corp.
23 Karlibach St.
Tel Aviv 67132, Israel

      Re:	Israel Technology Acquisition Corp.
		Amendment No. 1 to Registration Statement on Form S-1
      Filed April 27, 2005
		File No. 333-123331

Dear Mr. Frieder:
      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.

General
1. Please clarify whether the funds not held in trust could be
used
as a down payment or a lockup in a proposed business combination.
To
the extent they can, explain how ongoing expenses will be
satisfied
and include appropriate line item disclosure in the Use of
Proceeds
section identifying such use.  In addition, to the extent the
funds
not held in trust could be used for such purpose, the summary and
risk factor disclosure should make clear that in the event of a
breach by the company, these funds would be forfeited, the company
would no longer be able to conduct due diligence or other similar
operations without additional financing, and that without
additional
financing, investors could lose part of their investment from the
outset since the company would no longer have funds with which to
conduct its search.

2. We note that your initial business combination must be with a
business with a fair market value of at least 80% of your net
assets
at the time of acquisition.  Please clarify throughout that there
is
no limitation on your ability to raise funds privately or through
loans that would allow you to acquire a company with a fair market
value in any amount greater than 80% of your net assets at the
time
of acquisition.  Disclose as well whether any such financing
arrangements have been entered into or contemplated with any third
parties to raise such additional funds through the sale of
securities
or otherwise.
3. We note the structure of this offering and its similarity to
numerous blank check offerings underwritten on a firm commitment
basis that recently have been registered with the Commission.
With a
view toward disclosure, identify for us supplementally the names
of
the companies that have registered or are seeking to register
blank
check offerings underwritten on a firm commitment basis in which
an
officer, director, affiliate, underwriter or attorney for any of
the
above have been involved; the Securities Act Form the companies`
filed on; if applicable, the date of effectiveness; and, the
status
of the offering thus far.  In this regard, tell us the amount
escrowed to date and whether the blank checks have engaged in the
desired business combination outlined in the prospectus.  To
assist
the staff in this regard, please present the information in a
tabular
format.  We may have further comment.
4. Provide disclosure with respect to the conversion rights to
discuss the relative benefits and financial advantages to
utilization
of such feature between the existing stockholders and the public
stockholders.  This disclosure should include, in part, an
analysis
and comparison of the financial consequences of the exercise of
the
conversion right when exercised by an existing stockholder as
compared to a public stockholder.  We may have further comment.

Cover Page
5. We note your disclosure on the prospectus cover page and
elsewhere
disclosing the current state of considerations and discussions
concerning a business combination transaction involving the
company.
Please expand such disclosure to address whether or not the
company
has identified or been provided with the identity of, or had any
direct or indirect contact with potential acquisition candidates.
In
addition, if management, the directors, or any affiliate, agent or
other representative of the company, the directors, or management
has
already taken direct or indirect measures to locate a target
business, or unaffiliated sources have approached you with
possible
candidates, you must disclose this information or advise us
supplementally.  Please note in particular that we are not seeking
simply whether a potential business combination candidate has been
"selected," but are looking more to the type, nature and results
to
date of any and all diligence, discussions, negotiations and/or
other
similar activities undertaken, whether directly by the company or
an
affiliate thereof, or by an unrelated third party, with respect to
one or more specific business combination transaction involving
the
company, or merely general considerations as to the company and a
business combination transaction.  In providing such disclosure,
please make every effort to be complete and thorough in your
discussion to ensure that all possible persons or entities,
activities, and circumstances for which we are seeking disclosure
are
covered by such disclosure.  Please note that the inclusion of
incomplete, qualified, or limited disclosure is likely to result
in
additional comment.  Please see Instruction 6 to Item 504 of
Regulation S-K.

Table of Contents
6. Please move the paragraph immediately following the table of
contents to an appropriate section following the risk factors
section.

Prospectus Summary
7. We note your disclosure here and elsewhere that the components
of
your units will begin trading separately 90 days after the
effectiveness of this registration statement "unless
EarlyBirdCapital
determines that an earlier date is acceptable."  Please revise to
elaborate on the noted disclosure in an appropriate place in the
prospectus.  Discuss the factors that the underwriter will
consider
in making the determination to allow earlier separate trading.  If
the underwriter decides to allow separate trading before the end
of
90 days, discuss how investors will become aware of the
acceleration.
8. Please note, in the discussion of the offering or in another
appropriate place, whether the company plans to amend its 8-K
filing
to provide an audited balance sheet to reflect the exercise of the
over-allotment option if such exercise does not take place prior
to
the filing of the 8-K to reflect the consummation of the offering.
9. Disclose, here or elsewhere as appropriate, the rationale for
requiring the stock to trade at $8.50 per share or more in order
for
the redemption rights to apply.
10.  Provide, here or elsewhere in the prospectus as appropriate,
a
definition for the term "public stockholder" as used by the
company
with respect to this offering.  In this context, please discuss in
particular whether this term would include the "existing
stockholders" of the company and/or their affiliates, in the case
of
shares held by such persons that are acquired in the offering,
pursuant to open market purchases of units, common stock or
warrants,
or from the exercise of warrants held by such persons.
11. We note your statement here and throughout the prospectus that
you will not proceed with a business combination if shareholders
owning 20% or more of the shares sold in this offering vote
against
the business combination and exercise their conversion rights.
Please revise to clarify that this is a two step process (first,
they
would have to vote against the combination, and second, they have
to
exercise their conversion rights) and that voting against the
combination alone will not result in a pro rata distribution of
the
trust fund.
12. Briefly detail, here or elsewhere in the prospectus as
appropriate, the "certain limited exceptions" to the requirement
that
all existing stockholders` shares shall not be transferable during
the escrow period and cannot be released from escrow for three
years
from the date of the prospectus.

Risk Factors, page 7
13. In risk factor four, we note your disclosure that you "will
seek
to have all" third parties execute agreements to waive any right,
title, interest or claim to offering proceeds held in trusts.  In
your business section, please revise to elaborate on the factors
you
would consider when deciding to engage a third party that refuses
to
execute any of the noted agreements.
14. Reference is made to risk factor 7.  Please identify those
persons that may remain with the merged entity and in what
capacities.
15. Please explain the disclosure in risk factor 7 that "it is
possible that some of our key personnel will remain associated in
various capacities with the target business following a business
combination."  Please provide detailed disclosure in the business
section regarding this matter.  State whether this may be a term
of
the business combination agreement.  We may have further comment.
16. If true, revise the subheading to risk factor 8 to state that
your officers and directors "will" allocate their time to other
businesses.
17. Risk factor 9 should address your officers, directors and
affiliates thereof.  In addition, please revise the risk factor to
clarify whether any of these persons or their affiliates have ever
been associated with any blank check companies.
18. We note that the directors have agreed to purchase warrants in
the open market following the offering.  Clarify whether they are
obligated to purchase any specific amount of warrants following
the
offering.  Indicate, later in the prospectus, the specific
information that they will look at in determining to purchase
warrants in the open market following the offering.
Supplementally,
advise us why the underwriters have required them to purchase
warrants following the offering.  We may have further comment.
19. Please add a separate risk factor to address the number of
"blank
check firm commitment" offerings currently in the market place,
disclose the number of such transactions which have found business
combination candidates and have consummated such transactions,
respectively, and the impact competition by such entities could
have
on your ability to locate a target and successfully complete a
business combination.  In addition, please address the aggregate
amount of offering proceeds that currently sit in escrow.
20. We note your response to comment 11.  Supplementally provide
us
with any applicable comments from the states regarding this
offering
where they requested the company to cross-reference information in
the forepart of the document. We continue to believe the comment
is
appropriate.  Revise the registration statement to delete the use
of
cross-references from the forepart of the prospectus.
21. After further consideration, the risk factors "We intend to
have
our securities quoted on the OTC Bulletin Board ....", "Volatility
in
our stock price may limit our ability to raise additional equity
....", and "If we are unable to keep pace with the changes in the
technology industry...." appear to be generic risk factors.  These
risk factors should be addressed in another section of the
prospectus.

Use of Proceeds, page 18
22. We note that you have allocated $50,000 towards due diligence
of
prospective target companies.  Considering current management will
not devote a set amount of time to your endeavors, please revise
to
discuss how due diligence will be performed and who will perform
it.

Proposed Business, page 24
23. Elaborate, both here, in the Summary and elsewhere as
appropriate, on your discussion of the desired attributes as to
acquisition candidates to specifically discuss the attributes and
criteria, if those attributes and criteria have been established,
to
be focused upon by the company as well as the rationale and logic
behind the attributes and criteria selected (e.g., desired and/or
required ranges of annual revenues, EBITDA, net income, etc.).
24. In the paragraph under the heading "We have not identified a
target business," and elsewhere in the prospectus as appropriate,
expand your discussion concerning potential business combination
candidates to specify, for each identified segment, the number of
segment participants that qualify as potential combination
candidates
given the company`s established criteria, and, to the extent not
excessive in number, identify such candidates by name and provide
relevant information (both financial and narrative) concerning
such
entities.  We may have further comment.
25. In the paragraph "Sources of target businesses," we note the
disclosure that unaffiliated sources will inform you of potential
target businesses and that such information will be either
"solicited
or unsolicited."  Please revise to discuss how you will solicit
proposals and how unsolicited parties would become aware of your
search.  Also, please revise to clarify if any unaffiliated
parities
providing proposals will receive a fee and how that fee would be
determined.
26. In the paragraph under the heading "Sources of target
businesses," we note the disclosure that the company will not pay
any
finders or consulting fees to the officers, directors or existing
stockholders.  Please expand this disclosure, if accurate, to
affirmatively confirm that the officers, directors and existing
stockholders will receive no finders fees, consulting fees, or any
similar type fees from any person or entity in connection with any
business combination involving the company or an affiliate
thereof.
27. Under the heading "Selection of a target business and
structuring
a business combination," please address any known or contemplated
tax
consequences to the company or investors in this offering should
you
consummate a business combination.

Certain Transactions, page 39
28. We note your response to comment 25.  Please revise to
indicate
the amount each director advanced to the company for expenses of
the
offering.

Underwriting, page 44
29. We note your disclosure that underwriters may make bids or
purchases in order to stabilize the market price, so long as the
bids
do not exceed a "specific maximum."  Please revise to quantify
that
maximum.
30. We note your statement that the underwriters may make bids or
purchases for the purpose of pegging, fixing or maintaining the
price
of our securities.  Supplementally, advise us how these
transactions
comply with Regulation M.  We may have further comment.

Closing Statements

      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.

      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 Don Wiland at (202) 551-3392 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact William Bennett at (202) 551-3389 with
any
other questions.

      Sincerely,

      John Reynolds
      Assistant Director

cc:	David Alan Miller, Esq.
	Fax: (212) 818-8881

??

??

??

??

</TEXT>
</DOCUMENT>