SecProbe.io

Mail Stop 3561

December 30, 2005

Gina Weller
Chief Financial Officer
Z Yachts, Inc.
3598 Old Milton Pkwy
Alpharetta, GA 30003

 Re: Z Yachts, Inc.
  Amendment No. 1 to the Form SB-2
  Filed December 22, 2005
  File No. 333-127597

Dear Ms. Weller:

We have reviewed your filing and yo ur December 22, 2005 response letter and
have the following comments.  Where indicat ed, we think you should revise your Form
SB-2 in response to these comments.   If you disagree with any of  our comments, we will
consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this information, we may or may not raise additional comments.  Please note that all page number  references are to the marked copy of your
Amendment No. 1 to the Form SB-2.

We welcome any questions you may have about our comments or on any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.

Amendment No. 1 to the Form SB-2

Gina Weller
Z Yac hts, Inc.
Decem ber 30, 2005
Page 2

Risk Factors, page 2

“Our sales m ay be adve rsely affected by tornados…,” page 3

1. We note your added disclosure in response to our prior comment 5.  To the extent
practicable, quantify (in MD &A) the im pact on your inventory and sales in the
region.

Plan of Distribution, page 7
2. We note that PCMS, an af filiate of  GoPublicToda y.com , will provide con sulting
servic es to Z  Yachts in th e future.  W e also note that Public Securitie s, an af filiate
of Public Company Managem ent Corporation, will b e making a m arket in Z
Yachts’ stock by filing a Form  211 with th e OTC Bulletin Board.  Please revise to
disclos e that an af filiate of  GoPublicToday.com  and Public Com pany
Managem ent Corpora tion will be m aking a m arket in Z Yach ts’ stock, an d
disclose in the risk facto rs section th e risks to in vestors that stem  from  that dual
role, as requested by our prior comment 10.

3. We note your response to our prior comme nt 10.  Reconcile your response that
GoPublicToday.com  “did not prepare any part of the Registration Statem ent on
behalf of the Com pany” with Part I of your contract for services with
GoPublicToday.com , which indicates that GoPublicToday.com  is being paid for
preparing your Form  SB-2.

Managem ent’s Discussion and Analys is of Financial Condition…, page 19

General

4. We note your response to our prior comment 18 and disagree with your
conclusion that the addition of an overvie w section would resu lt in repe tition of
material contained in your Descripti on of Business.  Please note that the
Securities and Exchange Comm ission has provided interpretive guidance
regarding the requirem ents of Item  303 of Regulation S-B and the use of an
overview section in MD&A.  In part icular, the C ommission has provided
extens ive gu idance on th e stru cture and content of the ove rview section in Section
III.A of the Decem ber 2003 Interp retive Re lease,  available on  our website at
http://www.sec.gov/rules/inte rp/33-8350.htm .  In summary, the overview section
should highlight the m ost important ev ent(s) currently and on a going-forward
basis affecting the com pany’s operations and financial condition.  The section is
not intended on highlighting how your business operates.

Gina Weller
Z Yac hts, Inc.
Decem ber 30, 2005
Page 3
5. We note your response to prior comment 1.  In your Chief Operating Officer’s
own words, the new m arkets are deem ed “key to Z Yachts expansion” in 2005
and he hopes “to see these areas genera te over 100 listings w ith roughly 10
million worth of invento ry under con tract.”  Assu ming there is a reason able bas is
to Mr. Eck’s belief, Item  303( b)(iv) of Regulations S-B requires disclosure of any
known trends, events or uncertainties th at have had or that are reasonably
expected to have a m aterial im pact on th e net sales or revenues or incom e from
continuing operations.”  Your overview section to MD&A should disclose that
manage ment hopes to see the added areas in the Tennessee R iver Valley, Mobile,
Alabam a, Pensacola F lorida, and Eas tern M ichigan to “generate ove r 100  listings
with roughly 10 m illion  worth of inventory und er contract.”

6. We note your response our prior comm ent 22 and continue to believe that
additional disclosure, including quantificat ion of how your fee arrangem ents with
GoPublicToday.com  has im pacted and will impact your ex isting capital resources,
should be added to your liquidity and cap ital resources subsection of MD&A.
Furtherm ore, based upon the provisions of your contract for services with
GoPublicToday.com , we continue to belie ve that GoPublicToday.com  should be
identified as an expert, as defined in It em 509 of Regulation S-B.  Part I of your
agreem ent clearly ind icates th at GoPub licToday.com  was and is being paid for
preparing this Form  SB-2 registra tion statem ent and other S EC filings.

Undertakings, page II-3

7. Please update this section to include t hose undertakings (applicable to your
company) that are now included in the re vised Item  512 of Regulation S-B.  See
Item 512(g)(2) and Question and Answer 3 in the “Securities Offering Refor m
Transition Q uestions and  Answers, ” available on our website at
http://www.sec.gov/divisions/corpfin/transitionfaq.htm .

Signatures, page II-4

8. The signature page should include the indi viduals signing in their capacity as (1)
the principal executive o fficer, (2) th e principal financial officer, and (3) the
principal accounting officer.  For exam ple, to the exten t Mrs. Weller se rves as
both the principal financial officer and principal accounting of ficer, her title
should be revised to indicate that “C hief Financial Officer” includes both Mrs.
Weller’s cap acity as the princ ipal a ccounting of ficer and the princ ipal financial
officer.

Gina Weller
Z Yachts, Inc.
December 30, 2005
Page 4
 * * * *

Please amend your Form SB-2 in response to these comments.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please file on
EDGAR a cover letter with your amendment th at keys your responses to our comments
and provides any requested supplemental info rmation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment and responses to our comments.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate 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 a dvance of the requested effective date.

You may contact Michael Henderson, St aff Accountant, at (202) 551-3364 or
Kyle Moffatt, Accountant Branch Chief, at (202) 551-3836 if you have questions
regarding comments on the fina ncial statements and relate d matters.  Please contact
Derek Swanson, Staff Attorney, at (202) 551-3366, or me at (202) 551-3810 with any
other questions.

        S i n c e r e l y ,

        / s /  L a r r y  S p i r g e l
        L a r r y  S p i r g e l
        A s s i s t a n t  D i r e c t o r

cc: Lawrence E. Wilson
 Franklin, Cardwell & Jones
 Via Facsimile: (713) 222-0938