SecProbe.io

CORRESP
 1
 filename1.htm

 Correspondence

 Duos
Technologies Group, Inc.

 7660
Centurion Parkway, Suite 100

 Jacksonville,
Florida 32256

 July
18, 2025

 VIA
EDGAR

 Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Duos Technologies Group, Inc.

 Registration Statement on Form S-1

 File No. 333-288666

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the Securities Act of 1933, as amended, Duos Technologies Group, Inc. hereby
respectfully requests that the effective date of the above-captioned Registration Statement be accelerated so that it will be
declared effective at 5:00 p.m. Eastern Time on Tuesday, July 22, 2025, or as soon thereafter as possible.

 *
* * *

 Very
Truly Yours,

 Duos Technologies Group, Inc.

 /s/ Adrian G. Goldfarb

 Adrian G. Goldfarb

 Chief Financial Officer

 cc:
 Alexandra Barone

 (Securities and Exchange Commission)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 16, 2025

Charles P. Ferry
Chief Executive Officer
Duos Technologies Group, Inc.
7660 Centurion Parkway, Suite 100
Jacksonville, Florida 33256

 Re: Duos Technologies Group, Inc.
 Registration Statement on Form S-1
 Filed July 14, 2025
 File No. 333-288666
Dear Charles P. Ferry:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Alexandra Barone at 202-551-8816 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: J. Thomas Cookson, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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Correspondence

Duos
Technologies Group, Inc.

7660
Centurion Parkway, Suite 100

Jacksonville,
Florida 32256

April
18, 2024

VIA
EDGAR

Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Duos Technologies Group, Inc.

    Registration Statement on Form S-1

    File No. 333-278649

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, Duos Technologies Group, Inc. hereby
respectfully requests that the effective date of the above-captioned Registration Statement be accelerated so that it will be
declared effective at 5:00 p.m. Eastern Time on Monday, April 22, 2024, or as soon thereafter as possible.

*
* * *

Very
Truly Yours,

    Duos Technologies Group, Inc.

    /s/ Andrew W. Murphy

    Andrew W. Murphy

    Chief Financial Officer

    cc:
    Mariam Mansaray

                           Jan Woo

    (Securities and Exchange Commission)

United States securities and exchange commission logo
April 18, 2024
Andrew Murphy
Chief Financial Officer
Duos Technologies Group, Inc.
7660 Centurion Parkway, Suite 100
Jacksonville, Florida 33256
Re:Duos Technologies Group, Inc.
Registration Statement on Form S-1
Filed April 12, 2024
File No. 333-278649
Dear Andrew Murphy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Mariam Mansaray at 202-551-6356 or Jan Woo at 202-551-3453 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       J. Thomas Cookson

CORRESP
1
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Correspondence

Duos
Technologies Group, Inc.

7660
Centurion Parkway, Suite 100

Jacksonville,
Florida 32256

February
13, 2024

VIA
EDGAR

Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Duos Technologies Group, Inc.

    Registration Statement on Form S-1

    File No. 333-276327

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, Duos Technologies Group, Inc. hereby respectfully
requests that the effective date of the above-captioned Registration Statement be accelerated so that it will
be declared effective at 5:00 p.m. Eastern Time on Tuesday, February 13, 2024, or as soon thereafter as possible.

*
* * *

Very
Truly Yours,

    Duos Technologies Group, Inc.

    /s/ Andrew W. Murphy

    Andrew W. Murphy

    Chief Financial Officer

    cc:
    Charli Gibbs-Tabler

    (Securities and Exchange Commission)

United States securities and exchange commission logo
January 8, 2024
Andrew Murphy
Chief Financial Officer
Duos Technologies Group, Inc.
7600 Centurion Parkway, Suite 1000
Jacksonville, FL 33256
Re:Duos Technologies Group, Inc.
Registration Statement on Form S-1
Filed December 29, 2023
File No. 333-276327
Dear Andrew Murphy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Charli Gibbs-Tabler at 202-551-6388 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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Correspondence

Duos
Technologies Group, Inc.

7660
Centurion Parkway, Suite 100

Jacksonville,
Florida 32256

August
8, 2023

VIA
EDGAR

Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Duos Technologies Group, Inc.

    Registration Statement on Form S-1

    File No. 333-273272

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, Duos Technologies Group, Inc. hereby respectfully
requests that the effective date of the above-captioned Registration Statement be accelerated so that it will
be declared effective at 5:00 p.m. Eastern Time on Wednesday, August 9, 2023, or as soon thereafter as possible.

*
* * *

Very
Truly Yours,

    Duos Technologies Group, Inc.

    /s/ Andrew W. Murphy

    Andrew W. Murphy

    Chief Financial Officer

    cc:
    Matthew Derby

    Mariam Mansaray

    (Securities and Exchange Commission)

United States securities and exchange commission logo
July 21, 2023
Andrew W. Murphy
Chief Financial Officer
DUOS TECHNOLOGIES GROUP, INC.
7660 Centurion Parkway, Suite 100
Jacksonville, FL 32256
Re:DUOS TECHNOLOGIES GROUP, INC.
Registration Statement on Form S-1
Filed July 14, 2023
File No. 333-273272
Dear Andrew W. Murphy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Mariam Mansaray, Staff Attorney, at (202) 551-6356 or Matthew Derby,
Legal Branch Chief, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       J. Thomas Cookson, Esq.

CORRESP
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Duos
Technologies Group, Inc.

7660
Centurion Parkway, Suite 100

Jacksonville,
Florida 32256

June
20, 2023

VIA
EDGAR

Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Duos Technologies Group, Inc.

    Registration Statement on Form S-3

    File No. 333-272603

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, Duos Technologies Group, Inc. hereby respectfully
requests that the effective date of the above-captioned Registration Statement be accelerated so that it will
be declared effective at 5:00 p.m. Eastern Time on Wednesday, June 21, 2023, or as soon thereafter as possible.

*
* * *

Very
Truly Yours,

    Duos Technologies Group, Inc.

    /s/ Andrew W. Murphy

    Andrew W. Murphy

    Chief Financial Officer

    cc:
    Matthew Derby

    Marion Graham

    (Securities and Exchange Commission)

United States securities and exchange commission logo
June 20, 2023
Charles Ferry
Chief Executive Officer
Duos Technologies Group, Inc.
7660 Centurion Parkway, Suite 100
Jacksonville, Florida 32256
Re:Duos Technologies Group, Inc.
Registration Statement on Form S-3
Filed June 12, 2023
File No. 333-272603
Dear Charles Ferry:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Marion Graham, Staff Attorney, at (202) 551-6521 or Matthew Derby,
Legal Branch Chief, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Thomas Cookson

CORRESP
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Acceleration Request

Duos Technologies
Group, Inc.

7660 Centurion Parkway, Suite 100

Jacksonville, Florida 32256

February 13, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Duos Technologies Group, Inc.

   Registration Statement on Form S-1

   File No. 333-268638

Ladies and Gentlemen:

In accordance with Rule 461
of the Securities Act of 1933, as amended, Duos Technologies Group, Inc. hereby respectfully requests that the effective date of the above-captioned
Registration Statement be accelerated so that it will be declared effective at 5:00 p.m. Eastern Time on Monday, February 13, 2023, or
as soon thereafter as possible.

* * * *

Very Truly Yours,

Duos Technologies Group, Inc.

/s/ Andrew W. Murphy

Andrew W. Murphy

Chief Financial Officer

    cc:
    Jan Woo

    Charli Gibbs-Tabler

    (Securities and Exchange Commission)

United States securities and exchange commission logo
December 9, 2022
Andrew Murphy
Chief Financial Officer
Duos Technologies Group, Inc.
7660 Centurion Parkway, Suite 100
Jacksonville, FL 33256
Re:Duos Technologies Group, Inc.
Registration Statement on Form S-1
Filed December 1, 2022
File No. 333-268638
Dear Andrew Murphy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Charli Gibbs-Tabler, Staff Attorney, at 202-551-6388 or Jan Woo, Legal
Branch Chief, at 202-551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       J.Thomas Cookson

CORRESP
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Acceleration Request

Correspondence

Duos Technologies Group, Inc.

6622 Southpoint Drive South, Suite 310

Jacksonville, Florida 32216

June 2, 2021

VIA EDGAR

Securities and  Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:  Duos Technologies
                                            Group, Inc.
Registration Statement on Form S-1
File No. 333-256110

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities Act of 1933, as amended, Duos Technologies Group,
Inc. hereby respectfully requests that the effective date of the above-captioned Registration Statement be accelerated so that it
will be declared effective at 5:00 p.m. Eastern Time on Thursday, June 3, 2021, or as soon thereafter as possible.

* * * *

Very Truly Yours,

  Duos Technologies Group, Inc.

  /s/ Adrian Goldfarb

  Adrian Goldfarb

  Chief Financial Officer

United States securities and exchange commission logo
May 20, 2021
Adrian G. Goldfarb
Chief Financial Officer
Duos Technologies Group, Inc.
6622 Southpoint Drive South, Suite 310
Jacksonville, Florida 33216
Re:Duos Technologies Group, Inc.
Registration Statement on Form S-1
Filed May 14, 2021
File No. 333-256110
Dear Mr. Goldfarb:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       J. Thomas Cookson, Esq.

CORRESP
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Acceleration Request

Duos Technologies Group, Inc.

6622 Southpoint Drive South, Suite 310

Jacksonville, Florida 32216

May 21, 2020

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re:

 Duos Technologies Group, Inc.

 Registration Statement on Form S-3

 File No. 333-237213

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities Act of 1933, as amended, Duos Technologies Group, Inc. (the “Company”) hereby respectfully requests that the effective date of the above-captioned Registration Statement (the “Filing”) be accelerated so that it will be declared effective at 5:00 p.m. Eastern Time on Friday, May 22, 2020, or as soon thereafter as possible.

* * * *

Very Truly Yours,

Duos Technologies Group, Inc.

/s/ Adrian Goldfarb

Adrian Goldfarb

Chief Financial Officer

March 19, 2020
Gianni B. Arcaini
Chief Executive Officer
Duos Technologies Group, Inc.
6622 Southpoint Drive South, Suite 310
Jacksonville, FL 32216
Re:Duos Technologies Group, Inc.
Registration Statement on Form S-3
Filed March 16, 2020
File No. 333-237213
Dear Mr. Arcaini:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Edwin Kim, Attorney-Advisor, at (202) 551-3297 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Lawrence Metelitsa

CORRESP
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Acceleration Request

ThinkEquity

A division of Fordham Financial Management, Inc.

17 State Street, 22nd Floor

New York, NY 10004

February 10, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

100 F St., NE

Washington, D.C. 20549

Re:

Duos Technologies Group, Inc.

Registration Statement on Form S-1 (File No. 333-235455)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, ThinkEquity, a division of Fordham Financial Management, Inc., as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time on February 12, 2020, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

 Very truly yours,

 ThinkEquity

 A division of Fordham Financial Management, Inc.

 By:

 /s/ Eric Lord

 Name:

 Eric Lord

 Title:

 Head of Investment Banking

CORRESP
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Acceleration Request

DUOS TECHNOLOGIES GROUP, INC.

6622 SOUTHPOINT DRIVE SOUTH, SUITE 310

JACKSONVILLE, FLORIDA 32216

February 10, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Duos Technologies Group, Inc.

Registration Statement on Form S-1 (File No. 333-235455)

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities Act of 1933, as amended, Duos Technologies Group, Inc. hereby respectfully requests that the effective date of the above-captioned Registration Statement be accelerated so that it will be declared effective at 5:00 p.m. Eastern Time on Wednesday, February 12, 2020, or as soon thereafter as possible.

Very truly yours,

Duos Technologies Group

/s/ Adrian G. Goldfarb

Adrian G. Goldfarb

Chief Financial Officer

December 17, 2019
Adrian G. Goldfarb
Chief Financial Officer
Duos Technologies Group, Inc.
6622 Southpoint Drive South, Suite 310
Jacksonville, Florida 32216
Re:Duos Technologies Group, Inc.
Registration Statement on Form S-1
Filed December 11, 2019
File No. 333-235455
Dear Mr. Goldfarb:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Joseph M. Lucosky, Esq.

CORRESP
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Acceleration Request

DUOS TECHNOLOGIES GROUP, INC.

6622 SOUTHPOINT DRIVE SOUTH, SUITE 310

JACKSONVILLE, FLORIDA 32216

December 29, 2017

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ivan Griswold

Re:

Duos Technologies Group, Inc.

Registration Statement on Form S-1

File No. 333-222206

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities Act of 1933, as amended, Duos Technologies Group, Inc. hereby respectfully requests that the effective date of the above-captioned Registration Statement be accelerated so that it will be declared effective at 2:30 p.m. Eastern Time on Friday, December 29, 2017, or as soon thereafter as possible.

* * * *

Very Truly Yours,

Duos Technologies Group, Inc.

/s/ Adrian G. Goldfarb

Adrian G. Goldfarb

Chief Financial Officer

CORRESP
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Acceleration Request

DUOS TECHNOLOGIES GROUP, INC.

6622 SOUTHPOINT DRIVE SOUTH, SUITE 310

JACKSONVILLE, FLORIDA 32216

December 29, 2017

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ivan Griswold

Re:

Duos Technologies Group, Inc.

Registration Statement on Form S-1

File No. 333-222206

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities Act of 1933, as amended, Duos Technologies Group, Inc. hereby respectfully requests that the effective date of the above-captioned Registration Statement be accelerated so that it will be declared effective at 2:00 p.m. Eastern Time on Friday, December 29, 2017, or as soon thereafter as possible.

* * * *

Very Truly Yours,

Duos Technologies Group, Inc.

/s/ Adrian G. Goldfarb

Adrian G. Goldfarb

Chief Financial Officer

Mail Stop 4561
December 28, 2017

Gianni B. Arcaini
Chief Executive Officer
Duos Technologies Group, Inc .
6622 Southpoint Drive South, Suite 310
Jacksonville, Florida 32216

Re: Duos Technologies Group, Inc .
  Registration Statement on Form S-1
Filed December 21, 2017
  File No. 333-222206

Dear Mr. Arcaini :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Ivan Griswold, Staff Attorney,  at (202) 551 -3853 with any questions.

Sincerely,

 /s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information Technologies
and Services

cc:   Brian R. Goldberg, Esq.
Lucosky Brookman LLP

Mail Stop 4561
February 3, 2017

Giann i Arcaini
Chief Executive Officer
Duos Technologies Group, Inc.
6622 Southpoint Drive S., Suite 310
Jacksonville, Florida 32216

Re: Duos Technologies Group, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed January 20, 2017
File No. 000 -55497

Dear Mr. Arcaini :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel
Office of Information Technologies
and Services

cc:  Lawrence Metelitsa, Esq .
 Lucosky Brookman

Mail Stop 4561
January 27, 2017

Gianna Arcaini
Chief Executive Officer
Duos Technologies Group, Inc.
6622 Southpoint Drive S., Suite 310
Jacksonville, Florida 32216

Re: Duos Technologies Group, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed January 20, 2017
File No. 000 -55497

Dear Mr. Arcaini :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. We note that you filed a registration statemen t on Form S -1 (File No. 333 -215652) on
January 20, 2017, which contemplates an offering of common stock and warrants .  Please
revise your preliminary proxy statement to disclose this proposed public offering and
discuss whether the public offering is conti ngent on the reverse stock split.

Proposal.  Amendment to Approve a Reverse Stock Split

Purpose of the Reverse Stock Split , page 5

2. You state that JMJ has the right, at any time, to convert all or part of the outstanding and
unpaid principal into shares of common stock.  Please disclose the conversion mechanism
under  the promissory note.  Consider including a table to illustrate the number of shares
of common stock that may be issued based on the amount that is currently outstanding
and varying market pri ces.

Gianna Arcaini
Duos Technologies Group, Inc.
January 27, 2017
Page 2

Effects of the Reverse Stock Split, page 6

3. Please expand the table on page 7 to disclose the number of shares of common stock
currently authorized, issued and outstanding, reserved for issuance , and authorized but
unissued, both before and after the reserve stock split.  Include a discussion of the shares
reserved for issuance, specifically the shares reserved for issuance in the public offering,
the shares issuable under the promissory note, as well as the shares reserved for JMJ
Financial pursuant to Section 3.2 of the Securities Purchase Agreement, dated December
20, 2016 .  You should also include any shares reserved pursuant to options, warrants and
other contractual commitments.

We remind y ou that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact Ji Shin, Atto rney-Advisor, at (202) 551 -3579  or me at (202) 551 -3457
with any questions.

Sincerely,

 /s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel
Office of Information Technologies
and Services

cc:  Lawrence Metelitsa, Esq.
 Lucosky Brookman

Mail Stop 4561       October 12, 2007

Joseph P. Coschera Chief Executive Officer Information Systems Associates, Inc. 2120 SW Danforth Circle  Palm City FL 34990
 Re:  Information Systems Associates, Inc.
  Amendment No. 2 to Form SB-2
  Filed on September 17, 2007   File No. 333-142429

Dear Mr. Coschera:        We have reviewed your response and your amended filing and have the following comments.    General

1. Please refer to prior comment 1 of our letter dated August 8, 2007. With respect to that portion of the comment rela ting to VAR relationships, you filed a
subcontracting agreement with Aperture  as exhibit 10.8 to the registration
statement. Please ensure that you provide a materially comple te description of
your relationship with Aperture, including a discussion of the vari ous services that
you provide pursuant to this contract. We also suggest that you clarify in your
exhibit index and elsewhere as appropr iate that the VAR agreement and the
subcontracting agreement are one in the sa me. In addition, we note that you added
disclosure regarding your relationship with Comcast Communications, a 41.39%
customer at June 30, 2007, but you have not  filed your agreement with Comcast
as an exhibit pursuant to Item 601(b)(10)  of Regulation S-B. Please advise. Please
also advise as to why you do not list this entity on page 30.

Selling Security Holders, page 15

2. Please ensure that the column entitle d “Amount Owned After the Offering”
specifies the number of securities to be held by the listed sell ing security holder
assuming completion of the offering.

Joseph P. Coschera
Information Systems Associates, Inc.
October 12, 2007
Page 2

Business

Customers, page 30
3. Please refer to prior comment 16 of ou r letter dated August 8, 2007. We note your
revised disclosure, however you have not prov ided us with an analysis as to the
nature of the relationship between No rthrop Grumman and you. Do you have a
master agreement with Northrop? What is the nature of the maintenance agreement that will terminate December 31, 2007?

Financial Statements
 Note A – Summary of Significant Accounting Policies

Business Activity, page 62
4. You disclose that, effective April 1, 2007, the insurance business was separated
from the Company.  Please explain your refere nce to “separated.”  In this regard,
please tell us whether the insurance busine ss was sold or discontinued.  As part of
your response, please tell us how you account ed for the separation and tell us how
you considered the guidance in SFAS 144.

Revenue Recognition, page 62
5. Note that if an arrangement includes a combination of software, installation or
maintenance services the arrangement would be considered a multiple-element arrangement.  Therefore, please tell us how you have considered the guidance in SAB 104 and EITF 00-21 and revise your disclosures accordingly.

Share-Based Payments, page 64

6. We reissue comment number 24 because your reference to fair market value
“according to the audit” does not provide us with any substantive information.
Please tell us why it was a ppropriate to consistently value shares issued for
services at the low end of the range that you have sold your stock.  In this regard,
we note that the fair value of shares issued for services was $0.05 when the indicated range was as high as $0.25.  Also, please tell us where you have
included detailed information regarding th ese transactions within your audited
financial statements.  Your current disc losures regarding these transactions are
general in nature.

Joseph P. Coschera
Information Systems Associates, Inc. October 12, 2007
Page 3

7. Your response to prior comment number 25 indicates that you have revised your
disclosures however we are unable to lo cate such revisions.  Please revise your
disclosures on page 51 and 64 accordingly.

You may contact Christine Davis at 202-551-3408 or Ma rk Kronforst, Accounting
Branch Chief, at 202-551-3451 if you have questions regarding comments on the
financial statements and related matters.  Pl ease address all other comments to me at 202-
551-3735.          S i n c e r e l y ,             B a r b a r a  C .  J a c o b s          A s s i s t a n t  D i r e c t o r   cc:   Via facsimile:  772-286-3031

 Information Systems Associates, Inc.

CORRESP
1
filename1.htm

    corresp.htm

    JPF
      Securities Law, LLC

    17111
      KENTON DRIVE, SUITE 100B

    CORNELIUS,
      NC  28031

    VIA
      FACSIMILE (202-772-9210)

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street, N.W.

    Washington,
      D.C.  20549

    Attn:
      Barbara C. Jacobs

      Assistant Director

    Re:  Information
      Systems Associates, Inc. Registration Statement on Form SB-2, File Number
      333-142429

    Ladies
      and Gentlemen:

    Please
      consider this letter confirmation that there have been no material changes
      to
      the financial statements of Information Systems Associates, Inc. for the period
      ending December 31, 2007.

    Should
      you have any questions or concerns please do not hesitate to contact this
      office.  Thank you for your assistance in this matter.

    /s/Jared
      P. Febbroriello

    Yours
      truly,

    Jared
      P.
      Febbroriello

      JPF
        Securities Law, LLC

      17111
        KENTON DRIVE, SUITE 100B

      CORNELIUS,
        NC  28031

      January
        23, 2008

      U.S.
        Securities and Exchange Commission

      Division
        of Corporation Finance

      100
        F
        Street, NE

      Mail
        Stop
        4561

      Washington,
        DC  20549

      ATTN:  Barbara
        C. Jacobs

      Re:
        Information Systems Associates, Inc.

Registration
        Statement on Form
        SB-2

File
        No.
        333-142429

      Ladies
        and Gentlemen:

      Pursuant
        to Rule 461 under the Securities Act of 1933, as amended, we hereby request
        acceleration of the effective time and ate for the above-captioned registration
        statement to go effective at 5:00 PM EST on Thursday, January 24, 2008, or
        as
        soon thereafter as practicable.

      We
        hereby
        acknowledge that:

                ·

                Should
                  the Commission or the staff, acting pursuant to delegated authority,
                  declare the filing effective, it does not foreclose the Commission
                  from
                  taking any action with respect to the
                  filing;

                ·

                The
                  action of the Commission or the staff, acting pursuant to delegated
                  authority, in declaring the filing effective, does not relieve
                  the company
                  from its full responsibility for the adequacy and accuracy of the
                  disclosure in the filing; and

                ·

                The
                  company may not assert this action as a defense in any proceeding
                  initiated by the Commission or any person under the federal securities
                  laws of the United States.

      /s/Jared
        P.
        Febbroriello

      Sincerely,

      Jared
        Febbroriello, Esq. LL.M.

      JPF
        Securities Law, LLC

Mail Stop 4561
      November 19, 2007

Joseph P. Coschera
Chief Executive Officer
Information Systems Associates, Inc.
2120 SW Danforth Circle
Palm City FL 34990

 Re:  Information Systems Associates, Inc.
  Amendment No. 3 to Form SB-2
  Filed on November 6, 2007
  File No. 333-142429

Dear Mr. Coschera:

      We have reviewed your response and your amended filing and have the
following comments.

General
1. Please refer to prior comment 1 of our letter dated October 12, 2007. Please update your disclosure regarding Com cast Communications for the nine-month
period ended September 30, 2007. Please clarify that the consulting service agreement is for a two-year period, which began August 1, 2007.
2. Please revise your registration statement to include updated financial statements
and related consents.  Refer to Item 310(g) of Regulation S-B.

Financial Summary Information, page 6
3. Please revise to correct the financial summary information for the periods ended June 30, 2007 and 2006.  In this regard, th e amounts on page 6 differ from your
“Statements of Operations” on page 5 3.  Revisions should also be made
throughout your Form SB-2, including your Management’s Discussion and
Analysis, to reflect the re vised interim information.

Financial Statements - June 30, 2007 and 2006

Statements of Operations, page 53

Joseph P. Coschera
Information Systems Associates, Inc.
November 19, 2007
Page 2

4. Please revise to provide separate earni ngs per share information for continuing
operations and discontinued operatio ns.  See paragraph 37 of SFAS 128.

Note 1 – Statement of Significant Accounting Policies

(j) Impairment of Long-Lived Assets, page 58
5. Your disclosures on page 58 indicate that you assess long-lived assets for
impairment in accordance with SFAS 121 however your disclosures on page 69 refer to SFAS 144.  Please note that SFAS 121 is no longer applicable because it
was superseded by SFAS 144.  Please revise your disclosures accordingly.

(l) Share-Based Payments, page 58
6. We note that your disclosures continue to re fer to the “close of  market trading.”
Please revise.

(m) Recent Accounting Pronouncements, page 59
7. Your disclosures on page 59 appear to i ndicate that you have not yet adopted SAB
No. 108 as you disclose that SAB No. 108 “i s not expected to have a material
impact.”  However, we also note your di sclosure on page 72 which indicates that
you adopted SAB No. 108 in the year ended December 31, 2006.  Please revise
accordingly.

Financial Statements – December 31, 2006 and 2005

Note A – Summary of Significant Accounting Policies

Revenue Recognition, page 68
8. Please revise your revenue recognition policy on page 68 so that it is consistent
with your revised policy on page 56.

Share-Based Payments, page 70
9. As previously requested, please tell us why it was appropriate to consistently
value shares issued for services at the low end of the range that you have sold
your stock.  In this regard, we note that the fair value of shares issued for services
was $0.05 when the indicated ra nge was as high as $0.25.

You may contact Christine Davis at 202-551-3408 or Ma rk Kronforst, Accounting

Joseph P. Coschera
Information Systems Associates, Inc.
November 19, 2007
Page 3

Branch Chief, at 202-551-3451 if you have questions regarding comments on the
financial statements and related matters.  Pl ease address all other comments to me at 202-
551-3735.

        S i n c e r e l y ,

        B a r b a r a  C .  J a c o b s
        A s s i s t a n t  D i r e c t o r

cc:   Via facsimile:  772-286-3031
 Information Systems Associates, Inc.

Mail Stop 4561        August 8, 2007

Joseph P. Coschera Chief Executive Officer Information Systems Associates, Inc. 2120 SW Danforth Circle  Palm City FL 34990
 Re:  Information Systems Associates, Inc.
  Amendment No. 1 to Form SB-2   Filed on July 10, 2007   File No. 333-142429

Dear Mr. Coschera:        We have reviewed your responses to our prior letters and your amended filing
on Form SB-2 and have the following comment s.  Please note that the comments issued
in this letter relate to pr ior accounting comments issued in  our letter dated May 24, 2007
and comments issued in our lette r dated June 7, 2007, as specified.

UGeneral

1. Please refer to prior comments 2, 18 and 27 of our letter dated June 7, 2007.  We
note your revisions to the summary and business sections; ho wever, it appears
that these sections continue  to require significant revision.  The disclosure as
currently drafted remains unclear as to your current business focus and offerings
and should be revised to address clearl y and concisely the following matters:

• Where you initially describe your busi ness, please clarify that ISA is a
value added reseller and its product and service offerings are limited to
those produced by third parties; further,  please identify the third parties.

• You make several claims regarding the focus of your business, which do
not appear to be consistent.  Please  review the following statements and
revise as necessary to ensure th at you have provided a consistent
description of your business fo cus throughout the document.

Joseph P. Coschera
Information Systems Associates, Inc. August 8, 2007
Page 2

o Page 5:  You are “currently engage d and plan to continue in the
development and sale of financial and asset management software business”;
o Page 25:  Your primary focus has been to offer for sale “software
products and services that allow companies to track and manage
assets, primarily in the realm of corp orate real estate and corporate IT
network infrastructure”;
o Page 34:  “Information System Asso ciates major activity is around our
information technology Asset Invent ory solution ‘On Site Physical
Inventory’`”;
o Page 62:  “The Company provides services and software system
design for the planning and impl ementation of Computer Aided
Facilities Management (CAFM) based asset management tools. The company also provides services thro ugh its insurance sales business.”

• Include a discussion of your insurance sales business as described in Note
A to the financial statements, incl uding a discussion of what portion of
your revenues is derived from this business.

• Of the four VAR relatio nships, clarify the extent to which you are
substantially dependent on one or more  these relationships.  To the extent
you are substantially dependent on any of the partners, any contractual
arrangements you have with them s hould be filed as exhibits to the
registration statement pursuant to Item  601(b)(10) of Regulation S-B.

• It appears from your responses that you are not currently marketing and
distributing your proprietary internal  data collection solution “On Site
Physical Inventory.”  To the extent  this software product has not been
brought to market, please reconcile the disclosures that suggest you are
currently marketing and distributing this  product.  In this regard, we note
your references on pages 30, 32, 34, which may suggest that you are currently marketing and distributing OSPI.

• Given that all of the products and services you currently offer are third-
party products, please revise the su bheading on page 30 titled “Third Party
Offerings” to distinguish it from your core third-party offerings.  Identify
the number of such additional third-party offerings you provide and disclose the percentage of your reve nues generated by sales or referrals
relating to these additional third-party offerings.  To the extent such sales are not material to the co mpany, please clarify this.

2. Please revise to eliminate the repetitive paragraphs and phrases in the business
section.  See for example the paragraph on page 26 that reads in part “We began

Joseph P. Coschera
Information Systems Associates, Inc. August 8, 2007
Page 3

using Aperture’s Network Management tools,” and your customer list also on
page 26, both of which are repetitive of in formation already provided on page 25.
 3. Please eliminate the footnotes to the prospect us (other than footnotes to the selling
shareholder table or other tables) as they  are not viewable on EDGAR.  Consider
instead incorporating the footnoted inform ation into the text of the prospectus.

USummary, page 5
 4. Please refer to prior comment 4 of our le tter dated June 7, 2007.  Please advise as
to what portion of your revenues is deri ved from Comcast Communications as it
appears that this information was not provi ded with your response.  To the extent
that Comcast is not a material customer, we believe that it would be inappropriate
to identify it by name in the summary section.

5. We reissue prior comment 5 of our letter dated June, 2007, in part.  It appears that
the Value Added Reseller agreement with Aperture should be filed as an exhibit
to the registration statemen t since your business is substantially dependent upon
this agreement.  Please advise or revise.

6. Please refer to prior comment 6 of our letter dated June 7, 2007.  Please specify
the vendors and/or manufacturers of the fac ilities solutions you offer and disclose
what portion of your revenues is derived from  such sales.  To the extent such sales
are not material to the co mpany, please clarify this.

UFinancial Summary Information, page 7

7. Please revise to correct the “Net income  (loss)” dollar amount for the year ended
December 31, 2006.  In this regard, the amounts on page 8 and the first risk factor on page 9 differ from your statements of operations on page 59.

USelling Security Holders, page 14

8. Please refer to prior comment 12 of ou r letter dated June 7, 2007.  We note the
revised disclosure concerning the se lling shareholders who provided you
consulting services in exchange for shar es of your common stock.  Please advise
as to how the remaining shareholders rece ived their shares.  This disclosure may
be provided using footnot es as appropriate.

9. Please refer to prior comment 13 of our letter dated June 7, 2007.  We note that
you have identified only in some cases whether the owner(s) of the selling
shareholder entities had sole or shared voting and/or investment power over the
entities.  Please disclose the natural pe rsons who exercise sole or shared voting
and/or investement power of each of the remaining selling shareholder entities,
i.e., Arabelle Financial limited, Aviati on Interior, Blue Ma rlin, Inc., Citation

Joseph P. Coschera
Information Systems Associates, Inc. August 8, 2007
Page 4

Services, Division Limited, International Engineering Services Limited, Simons
Muirhead and Burton Solicitors.

10. Please tell us whether any of the selling shareholders are broker-dealers or broker-
dealer affiliates.  If any of these entities  are registered broker-dealers, they must
be named as underwriters.  If any are aff iliates of broker-dealers, please include a
representation in the docume nt, if true, that they pur chased the shares in the
ordinary course of business and at the tim e of the purchase of the securities to be
resold, they had no agreements or understand ings, directly or indirectly, with any
person to distribute  the securities.

UDirectors, Executive Officers, Promoters and Control Persons, page 19
 11. Please refer to prior comment 15 of our letter dated June 7, 2007.  Please describe
Mr. Coschera’s experience with financia l accounting and prepar ation of periodic
and annual reports under the Exchange Act, which you will be obligated to file in
the event that this registration statement is declared effective.  In view of his roles
as principal executive officer, chief fi nancial officer and principal accounting
officer, a discussion of his competence/experi ence in this area is an appropriate
subject for disclosure.   Furthermore, c onsideration should be given as to whether
risk factor disclosure is appropriate.

UCertain Relationships and Transactions  and Corporate Governance, page 22

12. Please refer to prior comment 16 of our letter dated June 7, 2007.  Please disclose
the standard used in your determinati on that Mr. Coschera and Ms. Lucas are
“independent directors.”  See Item 407(a) of Regulation S-B.  Explain what is
meant by your statement that they “inde pendently approved” the transactions
listed in this section.
 13. For each of the transactions listed, please disclose the basis on which the person is
a related person and in transactions wh ere shares were issued for services
rendered, the nature of the services.  See Item 404(a)(1) and (6) of Regulation
S-B.

UDescription of Business, page 25
 14. Please refer to prior comment 20 of our letter dated June 7, 2007.  Please disclose
whether the two employees are full- time or part-time employees.
 15. Please refer to prior comment 21 of our le tter dated June 7, 2007.  Consistent with
our comment above, please clarify whethe r OSPI is currently being offered to
Forsythe customers as indicated in your  response or whether OSPI is in the
product development stage only.

Joseph P. Coschera
Information Systems Associates, Inc. August 8, 2007
Page 5

UCustomers, page 31

16. We note that revenues generated by Northrop Grumman Electronic Systems
represented 15.9% and 22.5% of your re venues for the fiscal year ended
December 31, 2006 and the quarter e nded March 31, 2007.  Please file any
agreements with Northrop Grumman as exhi bits to the registration statement or
advise as to why this is not required under Item 601(b)(10)  of Regulation S-B.

UCompetition, page 33
 17. Please refer to prior comment 25 of our letter dated June 7, 2007.  Please clarify
whether data collection services is properl y characterized as one of the two areas
of focus of your business.  If so, please revise throughout the prospectus to clarify
this.
 18. If you retain the disclosure regarding data collection se rvices in your competition
discussion, please revise to identify the principal bases on which you compete for
business and describe your competitive position in the industry.  The disclosure appears to be focused on describing the da ta collection services process and its
advantages rather than on the competitive business conditions.

UManagement’s Discussion and Analysis, page 34

19. Please refer to prior comment 28 of our letter dated June 7, 2007.  We are unable
to concur with your view that you have  a reasonable basis for projecting annual
gross revenues of $500,000 from data collec tion services alone by the end of the
first full year of implementation.  Your re venues for the past two years have not
exceeded $365,000 per year and you have no current contractual arrangements in place whereby you could project such a reve nue stream.  Your response indicates
that you presently are relying on severa l bids, none of which may come to
fruition, and unproven interest generated fr om your partner re lationships.  Please
revise.

20. Please refer to prior comment 29 of our le tter dated June 7, 2007.  It appears from
your response that you do not currently have  an exclusive relationship with Visual
Network Design, Inc.  In this regard, te ll us whether ISA is identified as the
exclusive Value Added Reseller for VNDI in any geographic location.  To the
extent there is no exclusive relationshi p, and absent the existence of a joint-
venture agreement, it appears inappropriate to describe th is relationship as a “joint
venture.”  Please revise accordingly.

Joseph P. Coschera
Information Systems Associates, Inc. August 8, 2007
Page 6

UFinancial Statements
21. Please revise your next am endment to include updated financial
statements and related consents.  S ee Item 310(g) of Regulation S-B.

UNote A – Summary of Significant Accounting Policies

URevenue Recognition, page 62

22. Your response to prior comment num ber 6 of our letter dated May 24, 2007
indicates that you resell and install softwa re.  It is unclear to us how you have
concluded that you are not subject to SOP 97-2 considering that your response
indicates that you sell soft ware.  Please explain your  basis for concluding that
SOP 97-2 does not apply to you and explai n how you considered paragraph 2 of
the SOP.

23. Your response to prior comment num ber 7 of our letter dated May 24, 2007
indicates that you do not have multiple -element arrangements, however your
disclosures on page 30 indicate that in connection with your software offerings
you also provide various services incl uding consulting, training, and maintenance
and support. These appear to be multiple -element arrangements.  As previously
requested, please revise your disclosure to  identify all elements included in each
significant type of sales transaction and explain how you determine whether
elements should be considered separate  units of accounting or combined with
other elements.  Clearly explain how you allocate revenue to each accounting unit
and describe, for each unit, how you meet the relevant revenue recognition criteria that are referred to in your policy.  Your  disclosures should be robust and specific
to the applicable guidance such as SAB 104, EITF 00-21, and SOP 97-2.

UShare-Based Payments, page 64

24. Please tell us why it was a ppropriate to consistently value shares issued for
services at the low end of the range that you have sold your stock.  In addition, tell us why you have not included any in formation regarding these transactions
within your audited financial statements.
 25. We note that your disclosures here and on pa ge 52 continue to refer to the use of
the “quote at the close of market trad ing,” however your response to prior
comment number 9 from our letter date d May 24, 2007 indicates that you do not
trade on a public market.  Please re vise your disclosures accordingly.

Joseph P. Coschera
Information Systems Associates, Inc. August 8, 2007
Page 7

UPart II

UUndertakings

26. Please refer to prior comment 34 of our letter dated June 7, 2007.  We note that
you have provided only part of the unde rtaking required by Item 512(g)(1) of
Regulation S-B.  Moreover, in selecti ng 512(g)(1), you have relied on Rule 430B,
which does not appear to apply to you.  Please revise to provide the applicable
undertaking in its entirety.

USignatures

27. Please update the signature page with each amendment so that it reflects the date
of or a date close to the date of filing.

You may contact Christine Davis at 202-551-3408 or Ma rk Kronforst, Accounting
Branch Chief, at 202-551-3451 if you have questions regarding comments on the financial statements and related matters.  Pl ease address all other comments to Maryse
Mills-Apenteng at 202-551-3457 or, in her ab sence, to the unde rsigned at 202-551-3735.
         S i n c e r e l y ,             B a r b a r a  C .  J a c o b s          A s s i s t a n t  D i r e c t o r
cc:
UVia facsimile:  772-286-3031
 Information Systems Associates, Inc.

Mail Stop 4561
       June 5, 2007

Joseph P. Coschera
Chief Executive Officer
Information Systems Associates, Inc.
2120 SW Danforth Circle
Palm City FL 34990

 Re:  Information Systems Associates, Inc.
  Registration Statement on Form SB-2
  Filed on April 27, 2007
  File No. 333-142429

Dear Mr. Coschera:

     We have reviewed your Form SB-2 a nd have the following comments in addition to the
comments relating to the financial statements that  were issued in our letter dated May 24, 2007.
Where indicated, we think you should revise your doc ument 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 th e purpose of our review process is  to assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  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. We note that you identified the initial filing as an amendment using the heading “SB-2/A”
on the facing page.  Please ensure that each  amendment to the initial filing is properly
identified using the heading.  In this regard, your next ame ndment should be identified as
Amendment No. 1 to Form SB-2.

Summary Information and Risk Factors, page 5
2. Please clarify whether you develop, package or market any of the elements of your product
and services suite or whether your offerings ar e those of third parties, which you supply to

Joseph P. Coschera
Information Systems Associates, Inc.
June 4, 2007
Page 2

customers.  We note your statement on page 27 that Information Systems Associates is a
Value Added Reseller.  To the extent your VAR status describes the majority of your core
activities, this should be clearly described.  In addition, identify more specifically what
products and services you offer.  Please note that where the comments regarding the
summary section relate to the disclosure in  the business section, appropriate revisions
should be made in that section as well.
3. We note your inclusion of numerous acronyms on page 5 of the summary.  For example, you refer to EAM, NCCI, CMMS, EAM, ERP, RO I, ROA.  Please recall that the summary
section is subject to the pl ain English principles and th e unnecessary use of acronyms is
discouraged.  Further, your continued use of  acronyms throughout the prospectus, such as
KPIs, MTTR, OSPI, and VNDI, for example, app ears to be avoidable.  Please revise
throughout the prospectus to eliminate as much  as possible your reliance on acronyms.
4. We note your list of customers.  Disclose th e criteria you used in se lecting the customers
you identified by name both here and in the business section.  Is there a minimum dollar
value of sales you made to the companies you list, for example?  We find no discussion elsewhere that you have any customers or gr oup of customers who account for more than
10% of your revenues as of fiscal year end. Advise of the total percentage of revenues
generated from each of the listed customers durin g the last fiscal year and most recent
interim period and confirm that the customers listed are current customers.
5. Please include a brief background discussion of Aperture and th e nature of your partnership
relationship with Aperture.  In  this regard, we note your brief summary of the relationship
on page 22.  To the extent you have a contr actual agreement with Aperture governing your
partnership, please tell us what consideration you gave to fi ling it as an exhibit to the
registration statement.  See Item 601(b)(10) of Regulation S-B.
6. Describe in greater detail the “F acilities solutions” you offer.
7. Under Offering, please explain why you have included a parenthetical “assumes no broker-
dealers are paid a commission” regarding proc eeds to Information Systems Associates. In
this regard, we note that this is a sell ing shareholder initial  public offering.

Risk Factors, page 8
8. Please revise the introductory para graph to clarify that the risk factors listed constitute the
material risks facing the company.  Your refere nce to “certain” risks and your statement that
the listing is not intended to be exhaustive may suggest that there are risks the company
considers to be material that are not include d.  The risk factors should include all known
material risks to the company.  See Item  503 of Regulation S-B.  Please revise.
9. In addition, please remove the third sentence advising potential investor s to read the risk
factors in conjunction with othe r cautionary statements made in  the registration statement,

Joseph P. Coschera
Information Systems Associates, Inc.
June 4, 2007
Page 3

other public reports, annual re ports and public announcements.  The risk factors should be
self-contained and readers shoul d not be required to look to  other documents to understand
the full meaning of the risks you discuss.

There is a risk that our shares may not become quoted on the Over-the-Counter Bulletin Board,
page 9
10. Please revise the risk factor subheading to state the risk more clearly from the point of view
of the potential investor.  It would appear that the primary ri sk to investors if your shares are
not quoted on the OTCBB and are ultimately quo ted on the pink sheets is  that it will be
more difficult for them to sell their shares.

Our preference shares could preven t or delay a takeover, page 13
11. Please revise the subheading to clarify that you ha ve not issued any preferred shares to date.

Selling Security Holders, page 13
12. Please include the selling share holder information required by Item 507 of Regulation S-B.
Provide a detailed introductory description of  the transaction by whic h each of the selling
security holders in the table acquired th eir shares.  We note your disclosure under
Transactions Within Last Five  Years regarding unregistered  stock issuances for various
consulting services.
13. Please disclose the natural persons who exercise  sole or shared voti ng and/or investment
power over each of the selling sh areholder entities in the table.  For those entities where you
identify the owner or owners, please state further whether th e owner(s) exercises sole or
shared voting and/or investment power of th e entity listed.  See inte rpretation 4S of the
Regulation S-K portion of the March 1999 supplement to our publicly available telephone
interpretation manual, as we ll as interpretation I.60 of the July 1997 version of our
telephone interpretation manual.

Directors, Executive Officers, Promoters and Control Persons, page 17
14. Please consider relocating the Article III bylaw information that begins this section to the
end of this section.  Note that Item 401 of Regulation S-B requires that you identify the
directors and executive offi cers, among other things, and it would be appropriate to
prominently place the required information a nd provide supplemental information as
necessary.
15. Please tell us who is serving in the role of  chief financial officer  and principal accounting
officer.  We note that the disc losure provided for Ms. Lucas re fers to her experience as a
systems engineer and business entrepreneur.

Joseph P. Coschera
Information Systems Associates, Inc.
June 4, 2007
Page 4

Transactions within the La st Five Years, page 20
16. It appears that you have atte mpted to respond to Item 15, Or ganization within Last Five
Years, before it was amended.  Please revise th e disclosure to respond to the amended Item
15, Certain Relationships and Tr ansactions and Corporate Gove rnance, and to provide the
information required by Item 407(a) of Regul ation S-B.  Please note that Item 404 of
Regulation S-B has also been modified.

Description of Business, page 23
17. We note your disclosure on page 23 and in the summary section that you “plan to continue
to operate as a computer software developer. ”  Please clarify whether you consider your
business to be in the development stage or ot herwise explain the meaning of this phrase.
Further, clarify whether you provide services  through your “insurance sales business,” as
indicated in Note A to the financial Statements, and to what extent you “develop and deliver
comprehensive asset management systems for … real estate … assets” and “real estate
portfolio management.”  See the MD&A discussion on page 29.
18. Please revise the business sect ion to more clearly explain the products and services you
provide.  Clarify whether each of the products yo u list, including Vista, Obtain 24/7, Vision
FM, the Facilities Manager, AutoCAD and RackWise are products developed by you or by third parties.  Where the products are obtained from third parties, discuss the nature of the business relationship with the third party and clearly describe the extent of Information
Systems Associates’ involvement in marketing and servicing any such products and discuss
any revenue sharing agreements.  Then for each  product listed, revise to  better explain what
each product does.  For instance, you state on page 25 that Rackwise services and products “deliver key features to simplify and redu ce the time consumed [sic] designing, modeling
and operating the physical infrastructure of your  datacenter.”  It is not clear from this
statement what Rackwise does.  In addition the bulleted list that follows contains industry
jargon that is not self-explanatory, such as “Auto-Build Visual Documentation From
Imported Bill of Materials” and “General Deta iled Datacenter and Rack Visualizations.”
Finally, clarify whether “On Site  Physical Inventory” is a solution you currently offer.  The
business description should be revised so th at it may be easily understood by someone not
already familiar with you r business and industry.
19. Please briefly define “SLA penalties” and “SANS.”  See pages 23-24.
20. Please provide disclosure regarding the number of total employees and the number of full-
time employees.  See Item 101(b)(12) of Regul ation S-B. In this regard, we note your
disclosure on page 18 that you have no significant employees other than your president and
vice-president.
21. Given that you list only one partner, pl ease consider whether the table on page 26
describing the partner and the “service or offeri ng” is useful.  Further, clarify what the

Joseph P. Coschera
Information Systems Associates, Inc.
June 4, 2007
Page 5

technology infrastructure solutions are that  Forsythe Solutions Group provides and how
they complement the products and services you offer.

Sales and Marketing, page 27
22. You state that you market your se rvices primarily through referrals from your partners.  We
note your disclosure on page 26 identifying only one partner.  (See comment 21 above.)
Clarify whether you have more than one part ner and, if so, describe them.  If you are
referring to different categorie s of partners, please explain.

Technology Platform, page 27
23. Please clarify which partner you are referring to  in your statement that “Our partner’s
technology platform are [sic] based on Microsoft core  applications . . . .”   If you intended to
refer to several partners, please revise the disclosure to clar ify this and to describe the
partners to whom you are referring.

Research and Development, page 28
24. Please explain what the focus of your research  and development efforts was for the year
ended December 31, 2006 as most of your disclo sure appears to relate to research and
development that you expect to undertake sometime in the future.

Competition, page 28
25. Please include a discussion of th e principal competitive factor s in your marketplace.  In
addition, provide your assessment of your competitiv e position with respect to each of these
factors and your assessment of your position re lative to your principal competitors with
respect to each of the principal competitiv e factors.  Tell us how you compare to your
competitors in quantitative or qualitative terms and consider appropriate disclosure in this
respect.  See Item 101(b)(4) of Regulation S-B.

Reports to Security Holders, page 28
26. Please note that the Commission’s offices ha ve changed.  We are now located at 100 F
Street NE, Washington, D.C.  20549.

Management’s Discussion and Analysis, page 29
27. Please ensure that your description of your co mpany and business are consistent with your
descriptions elsewhere in the document, partic ularly the summary and business sections.  It
is unclear, for instance, why the “On Site Phys ical Inventory” soluti on is not discussed in
detail in the business secti on if it is the solution around which your business is formed.

Joseph P. Coschera
Information Systems Associates, Inc.
June 4, 2007
Page 6

28. Explain your reference to the “first full year” with respect to potenti al revenue from your
Data Collection services.  If this service has not been offered in prior years and is
considered a new product offering, this should be made clear in th e business section and
wherever discussed in the prospectus.  Furthe r, tell us the basis fo r projecting income of
$500,000 from this revenue source.  Do you have  contracts, arrangements or agreements
that you believe will generate income at that level?  If not, what is the basis for this
projection beyond discussions with prospective clients?  To the ex tent you provide a
projection or similar statement concerning futu re performance, you must provide sufficient
support for your claim.
29. Please expand to discuss the natu re of your joint venture with Visual Network Design, Inc.
We note that you indicate elsewhere in the prospectus that you are a certified Value Added
Reseller and application integrator for VNDI.  Clarify whether your company is identified on
services quotations submitted by VNDI along with other VARs of whether your business
relationship with VNDI in this regard is exclusive.
30. Please provide support for your statement that with regard to “the relative pricing and
functionality of your product and service offe rings as compared with those of [y]our
competitors,” you consider your service offerings to be competitive.  See page 30.
31. Please explain your statement on page 30 that the 1.4 million shares issued in connection
with general management consulting and advisory  services were valued based on the market
price on the date of the stock gr ant or other measures given yo ur disclosure that there has
been no market for your shares to date.

Liquidity and Capital Resources, page 32
32. Please provide a brief outline of the material terms of the line of credit with First Citizens
Bank and indicate the amount outstandi ng, if any, under the credit line.

Executive Compensation, page 36
33. Please note that narrative disclosure to th e summary compensation table is required where
necessary to an understanding of  the information disclosed in  the table. We note that
bonuses were issued to both of the named execu tive officers. Please discuss the basis for the
bonus issuances and identify the person(s) responsible for authorizing the bonuses. See Item 402(c) of Regulation S-B.

Part II

Undertakings
34. The undertakings set forth in Item 512 of Regulation S-B have been recently revised.  Please update to include the currently required undertakings outlined in paragraph 512(g)(1)

Joseph P. Coschera
Information Systems Associates, Inc.
June 4, 2007
Page 7

or (g)(2) of Regulation S-B, as  appropriate.  Note that paragr aph 512(g)(i) relates to issuers
relying on Rule 430B and 512(g)(ii) rela

Mail Stop 4561

       May 24, 2007

Joseph P. Coschera
Chief Executive Officer
Information Systems Associates, Inc.
2120 SW Danforth Circle
Palm City, FL 34990

 Re:  Information Systems Associates, Inc.
  Registration Statement on Form SB-2
  Filed on April 17, 2007
  File No. 333-142429

Dear Mr. Coschera:

      We have reviewed y our filing and have the following comments regarding your financial
statements and related matters.  Additional comments will be forthcoming.  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 commen t 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 th e purpose of our review process is  to assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  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.

Financial Summary Information, page 7
1. Please revise to correct the “Net income (loss)” caption or the corresponding dollar amounts.  In this regard, the amounts reported for this caption appear to represent “Net income (loss) before taxes” from your statements of operations on page 39.

Joseph P. Coschera
Information Systems Associates, Inc.
May 24, 2007
Page 2

Financial Statements

General
2. Please revise your registration statement to in clude updated financial statements and related
consents.  Refer to Item 310(g) of Regulation S-B.
3. We note your risk factor disc losure on page 8 which indi cates that your losses from
operations and limited cash "raise substantial doubt as to whether we  can continue as a
going concern."  Please tell us whether your auditors have concluded that there is a
substantial doubt about your ability to continue  as a going concern.  If your auditors have
made such a conclusion, please tell us what consideration they gave to including a going
concern emphasis paragraph in the accountant's report.  Also, explain to us how you have
considered providing the disclosures required by FRC 607.02.  Alternatively, if your
auditors have not made such a conclusion, please  revise the risk fact or to be consistent.

Statement of Operations, page 39
4. Please describe the nature of the expenses included within the “consulting services –
financing” line item.  As part of your respons e, please explain your basis for recording these
expenses as non-operating.

Statement of Stockholders’ Equity, page 41
5. We note that your disclosures on pages 20 and 52 do not appear to be consistent with your
statements of stockholders’ equ ity and cash flows.  For example, you indicate that shares
were sold in November 2005 for cash, yet your 2005 financial statements do not appear to reflect these sales.  In order to reconcile this information, provide us with a schedule of
stock issuances that agree to your statements  of stockholders’ equity  and cash flows for
each period presented within your registration statement.  This schedule should include the
date of each transaction, the num ber of shares issued, the reci pient of the shares, and the
cash paid or amount at which the service transa ctions were recorded within your financial
statements.  The schedule should include subtotal s and totals that agree to your statements
of stockholders equity for each year in th e two-year period ended December 31, 2006 and
the subsequent interim period.

Note A – Summary of Significant Accounting Policies, page 42

Revenue Recognition, page 42
6. We note that your disclosures refer to software  in describing your ar rangements, but it is
unclear to us whether you actually deliver software to your customers or how SOP 97-2
applies to your arrangements, if at all.  Please clarify for us how  software is utilized by your

Joseph P. Coschera
Information Systems Associates, Inc.
May 24, 2007
Page 3

customers in the context of your typical arrangements and explain how you considered the
SOP when determining the appropria te revenue recognition model.
7. To the extent your transactions involve multiple  elements, revise your disclosure to identify
all elements included in each significant t ype of sales transaction and explain how you
determine whether elements should be considered  separate units of accounting or combined
with other elements.  Clearly explain how you allocate revenue to each accounting unit and
describe, for each unit, how you meet the rele vant revenue recognition criteria that are
referred to in your policy, but not identified or discussed.  Your disclosures should be robust
and specific to the applicable guidance su ch as SAB 104, EITF 00-21, and SOP 97-2.

Impairment of Long-Lived Assets, page 43
8. Tell us how you considered SFAS 144, “Accounti ng for Impairment or Disposal of Long-
Lived Assets.”  In this regard, we note th at SFAS 121 is no longer applicable because it was
superseded by SFAS 144.

Share-Based Payments, page 44
9. Your disclosures indicate that sh ares issued for services are recorded at fair value, which is
generally the quote at the close of market trad ing on the day of issuance or the most recent
sale.  Please tell us how this is possible consid ering that your stock does not trade.  Further,
we note your disclosures on pages 21 and 51 indi cating that the common shares issued were
valued at the estimated value of the servic es received.  Please clarify how you account for
these shares and revise your di sclosures accordingly.  As part  of your response, tell us how
you considered the guidance in EITF 96-18 and EITF 00-18 when accounting for these shares.

Recent Accounting Pronouncements, page 44
10. Your disclosure indicates that the adoption of  SAB 108 is not expected  to have a material
effect.  Please be advised that since your registration statement will not be declared effective until after Novemb er 15, 2006, you must apply the guidance in SAB 108 to the
financial statements included in this registra tion statement.  Refer to footnote 6 of SAB 108
and revise accordingly.

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 exped ite our review.  Please
furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides
any requested supplemental information.  Detailed c over letters greatly facil itate our review.  We
may have additional comments based on reviewing your amendment and responses to our comments.

Joseph P. Coschera
Information Systems Associates, Inc.
May 24, 2007
Page 4

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 th at they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they ar e responsible for the accur acy and adequacy of the
disclosures they have made.

 Notwithstanding our comments, in the even t the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that:

‚ should the Commission or the staff, acting pu rsuant to delegated authority, declare
the filing effective, it does not forecl ose the Commission from taking any action
with respect to the filing;

‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does no t relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

‚ the company may not assert this action as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

 In addition, please be advised that the Division of Enforcemen t has access to all information
you provide to the staff of the Di vision of Corporation Finance in connection with our review of
your filing or in response to our comments on your filing.

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 accelerat ion are aware of their
respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the proposed public offeri ng of the securities specified in the above
registration statement.  We w ill act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
 You may contact Christine Davis at 202-551-3408 or Mark Kronforst, Accounting Branch
Chief, at 202-551-3451 if you have questions regarding comments on the financial statements and
related matters.  Please addre ss all other comments to Maryse Mills-Apenteng at 202-551-3457 or,
in her absence, to the undersigned at 202-551-3735.

        S i n c e r e l y ,

        B a r b a r a  C .  J a c o b s
        A s s i s t a n t  D i r e c t o r
cc:   Via facsimile:  772-286-3031
 Information Systems Associates, Inc.