SecProbe.io

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MAIL STOP 3561
June 16, 2005

Jonathan H. Cohen
Chief Executive Officer
TAC Acquisitions Corp.
8 Sound Shore Dr., Suite 225
Greenwich, CT 06830

Re:	TAC Acquisition Corp.
Registration Statement on Form S-1
File No. 333-123382
      Filed on June 2, 2005

Dear Mr. Cohen,

      We have reviewed your filing 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.

Prospectus Summary, page 1

1. We note the additional disclosure regarding the potential use
of
proceeds for a deposit or lockup payment.  It would appear that in
the event your proceeds not held in trusts are use in this manner,
that you would not have sufficient proceeds to pay for due
diligence,
negotiations` expenses, and other expenses that are part of
executing
a business combination.  Assuming you will not forfeit such funds
and
desire to proceed with a business combination, your existing
shareholders would have to incur such expenses.  Accordingly, the
potential amount they would have to expend would be substantial,
and
there would be a risk that they would negotiate the repayment as a
term of any combination.  If the target company does not agree
with
the nature of management`s excess expenses, management may view
such
transaction unfavorably.  Please advise or revise the appropriate
sections to discuss the risks and potential conflict that results
from using the available proceeds for a deposit, lockup, or no
shop
provision.  Also, reconcile with the use of proceeds section,
which
does not indicate that any of the proceeds not held in trust may
be
used for a deposit or lockup payment.

Risk Factors, page 8

2. We note your response to comment four of our letter dated May
27,
2005.  Please consider revising to include a risk factor to
discuss
the conflict that may exist with due to the fact that target
companies that agree to retain initial shareholders in a
management
capacity or as consultants may be viewed upon favorably to those
that
make no such agreement.

3. We note your response to comment five.  It appears there is
always
a risk that companies that are willing to repay excess expenses
will
be viewed in a favorable light compared to those not willing.
Also,
it appears that if a down payment or lockup is required that there
will be a high probability that excess expenses will be of
significant quantity.  As such, the conflict of interest that
would
arise from such a situation should be discussed.

Certain Transactions, page 40

4. We note your response to comment 23.  You have disclosed all of
your private share issuances and that several individuals "may be
deemed" promoters.  Item 404(d) of Regulation S-K requires that
you
identify promoters and discuss all transactions involving such
persons.  Please review Rule 405 of Regulation C and revise to
disclose the persons that "are" deemed to be promoters.

Principal Stockholders, page 43

5. We note your response to comment 11.  It would seem that the
purpose of evidencing an alignment of interest could be achieved
by
having the subject individuals purchase warrants directly from the
company, which would provide you with additional funds to use in
your
search and evaluation of target companies.  Please advise why it
is
necessary to evidence such alignment in the aftermarket.
Additionally, clarify in the document why the alignment is going
to
be evidenced through Charles Royce instead of members of
management.

Part II
Exhibits

6. Please file the legality opinion with the next amendment.

Closing Comments

      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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      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 Brian Bhandari (202) 551-3390 if you have
questions regarding comments on the financial statements and
related
matters.  Questions on other disclosure issues may be directed to
Duc
Dang at (202) 551-3386.

						Sincerely,

						John Reynolds, Assistant Director
						Office of Emerging Growth Companies

Cc:  	Cynthia M. Crus
	Fax #  (202) 637-3593
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Jonathan H. Cohen, Chief Executive Officer
TAC Acquisitions
June 16, 2005
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