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 December 19, 2025

Michael Farr
Chief Executive Officer
Superstar Platforms Inc.
586 Cobb Parkway S., Suite 900
Marietta, GA 30060

 Re: Superstar Platforms Inc.
 Registration Statement on Form 10-12G
 Filed May 1, 2025
 File No. 000-56744
Dear Michael Farr:

 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 their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
cc: Stephen Mills
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 POBox281077

 Nashville,TN 37228

 615-476-1151

 SteveMillslaw@gmail.com

 December
12, 2025

 Securities
and Exchange Commission

 Division
of Corporate Finance

 Office
of Trade and Services

 Washington,
DC 20549

 Superstar
Platforms Inc.

 Registration
Statement on Form 10-12G

 Filed
May 1, 2025

 File
No. 000-56744

 Dear
Sir or Madam:

 We
are submitting this letter on behalf of Superstar Platforms Inc. ( "the Company") in response to comments from the staff
("Staff") of the Securities and Exchange Commission (the "Commission") received by letter on July 24, 2025 relating
to the Company's Registration Statement filed on Form 10-12g filed on May 1, 2025 with the file number 000-156744 and amended on
July 8, 2025 and August 25, 2025 and September 19, 2025. The numbered paragraphs below correspond to the numbered comments in the Staff's
letter. We are including as an attachment to this letter a copy of the Registration Statement that has been marked to show changes from
the Registration Statement as originally filed.

 Amendment
No. 4 to Registration Statement on Form 10-12G filed September 19, 2025

 Item
1. Business

 1.
We note your revised disclosure in response to prior comment 1, stating thatSuperstar Platforms owns no Pawnshops," and reissue.
Please revise to disclosure thenumber of pawn shops your platform, PawnTrust, currently serves. In this regard, wenote your disclosure
that PawnTrust is "a specialized marketplace designedexclusively for the approximately 11,000 pawn shops across the country."

 Item
1. Business

 1.
Please disclose the number of pawn shops your platform currently serves.

 Current
version:

 Superstar
Platforms, a national technology company, is the company that seeks to own and control a diversified portfolio of subsidiaries across
various industries. Superstar Platforms owns no pawnshops. Growth will primarily be driven through strategic acquisitions. Currently
Superstar Platforms owns PawnTrust- a specialized marketplace designed exclusively for the approximately 11,000 pawn shops across
the country.

 Amended
Version-

 Superstar
Platforms, a national technology company, is the company that seeks to own and control a diversified portfolio of subsidiaries across
various industries. Superstar Platforms owns no pawnshops. Growth will primarily be driven through strategic acquisitions. Currently
Superstar Platforms owns PawnTrust- a specialized marketplace designed exclusively for the approximately 11,000 pawn shops across
the country. PawnTrust does not currently serve any pawnshops but intends to start marketing to those 11,000 pawnshops in the second
quarter of 2026.

 ITEM
2-Financial

 MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Results
of Operations

 2.
We note your revised disclosure in response to prior comment 2. Please update the table presented under this section accordingly, including
"Net profit" and "Profit per share" rows and "Increase/Decrease" and "% Increase/Decrease"
columns.

 Current
version:

 Operating
expenses totaled $26,483 for the three months ending March 31, 2025, compared to $36,774 for the three months ending March 31, 2024,
a decrease of $10,291, or approximately 28%. The main reason for the decrease in operating expenses was a decrease in general and administrative
expenses.

 Line item
 3/31/25
 3/31/24
 Increase/Decrease
 %
 Increase/Decrease

 0.06

 Revenue
 $ 18,900.00
 0
 -40,158.00
 -0.26

 Operating Expenses
 $ 26,483.00
 36,774.00
 -10,291.00
 -0.28

 Net profit
 $ 58,410.00
 119,777.00
 -61,367.00
 -0.51

 Profit per share
 $ 0.0003
 0.0007
 -0.0003
 -0.43

 Amended
version:

 We
recorded revenues of $18,900 for the three months ending March 31, 2025, as compared with revenue of $0 for the three months ending March
31, 2024. The increase in revenue was from interest earned on small business loans. The loss was primarily driven by an increase in salaries
and wages. The Company does not make investments or trades.

 Operating
expenses totaled $100,090 for the three months ending March 31, 2025, compared to $4,491 for the three months ending March 31, 2024,
an increase of 95,599 or approximately 2129%. The main reason for the increase in operating expenses was salaries.

 Line item
 3/31/25
 3/31/24
 Increase/Decrease
 %
 Increase/Decrease

 Revenue
 $ 18,900.00
 0
 18,900.00
 NA

 Operating Expenses
 $ 100,090.00
 4491.00
 95,599.00
 2129 %

 Net profit
 $ -81,190.00
 -4491.00
 -76,699.00
 95 %

 Profit per share
 $ 0.0005
 0.0007
 -0.0003
 66.7 %

 Current
version

 Liquidity
and Capital Resources

 As
of March 31, 2025, and December 31, 2024, we had total assets of $2,075,688 and $54, working capital of $11,307 and $54 and an accumulated
deficit of $1,124,962 and $1,499,668, respectively. Our operating activities used $136,694 in cash for the three months ending March
31, 2025, compared to net cash used in operations of $169,559 for the three months ended March 31, 2024. Our revenues were $116,393 for
the three months ending March 31, 2025, and $156,551 for the three months ending March 31, 2024.

 Amended
version

 As
of March 31, 2025, and December 31, 2024, we had total assets of $2,075,688 and $54, working capital of $11,307 and $54 and an accumulated
deficit of $1,124,962 and $1,499,668, respectively. Our operating activities used $68,910 in cash for the three months ending March 31,
2025, compared to net cash used in operations of $(4,496) for the three months ended March 31, 2024.

 3.
We note your revised disclosure in response to prior comment 3 and reissue. Please provide the results of your operations in connection
with PawnTrust.

 Amended
version:

 The
results of operation are inclusive of PawnTrust.

 Sincerely,

 Stephen Mills, Esq.

November 14, 2025
Michael Farr
Chief Executive Officer
Superstar Platforms Inc.
586 Cobb Parkway S., Suite 900
Marietta, GA 30060
Re:Superstar Platforms Inc.
Amendment No. 4 to Registration Statement on Form 10-12G
Filed September 19, 2025
File No. 000-56744
Dear Michael Farr:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this
letter, we may have additional comments.
Amendment No. 4 to Registration Statement on Form 10-12G filed September 19, 2025
Item 1. Business
1.We note your revised disclosure in response to prior comment 1, stating that
"Superstar Platforms owns no Pawnshops," and reissue. Please revise to disclosure the
number of pawn shops your platform, PawnTrust, currently serves. In this regard, we
note your disclosure that PawnTrust is "a specialized marketplace designed
exclusively for the approximately 11,000 pawn shops across the country."
ITEM 2-Financial
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
2.We note your revised disclosure in response to prior comment 2. Please update the
table presented under this section accordingly, including "Net profit" and "Profit per
share" rows and "Increase/Decrease" and "% Increase/Decrease" columns.

November 14, 2025
Page 2
3.We note your revised disclosure in response to prior comment 3 and reissue. Please
provide the results of your operations in connection with PawnTrust.
            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 Eddie Kim at 202-551-8713 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Stephen Mills

September 3, 2025
Michael Farr
Chief Executive Officer
Superstar Platforms Inc.
586 Cobb Parkway S., Suite 900
Marietta, GA 30060
Re:Superstar Platforms Inc.
Amendment No. 3 to Registration Statement on Form 10-12G
Filed August 25, 2025
File No. 000-56744
Dear Michael Farr:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this
letter, we may have additional comments.
Amendment No. 2 to Registration Statement on Form 10-12G filed August 25, 2025
Item 1. Business
1.Please disclose the number of pawn shops your platform currently serves.

Item 2. Financial
Management's Discussion and Analysis
Results of Operations
2.You disclose you had $156,551 of revenue for the three months ending March 31,
2024, but no revenue for the fiscal year ended December 31, 2024. Please clarify how
you could report revenue for the first quarter of the year but have no revenue for the
full year.
3.Please revise your disclosure to discuss the results of your operations (i.e., your
platform operations).

September 3, 2025
Page 2
4.Please tell us what you mean by "investment losses" (i.e., what were the investments,
what were the terms, etc.). In addition, please clarify whether making investments is a
part of your business and revise your disclosure as necessary. Finally, please clarify
what you mean by "futures trading activities."
            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 Ta Tanisha Meadows at 202-551-3322 or Lyn Shenk at 202-551-3380
if you have questions regarding comments on the financial statements and related
matters. Please contact Eddie Kim at 202-551-8713 or Dietrich King at 202-551-8071 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Stephen Mills

CORRESP
1
filename1.htm

  PO
Box 281077

  Nashville,
TN 37228

 615-476-1151

 SteveMillslaw@gmail.com

August
21, 2025

Securities
and Exchange Commission

Division
of Corporate Finance

Office
of Trade and Services

Washington,
DC 20549

Superstar
Platforms Inc.

Registration
Statement on Form 10-12G

Filed
May I, 2025

File
No. 000-56744

Dear
Sir or Madam:

We
are submitting this letter on behalf of Superstar Platforms Inc. ( “the Company”) in response to comments from the staff
(“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter on July 24, 2025 relating
to the Company’s Registration Statement filed on Form 10-12g filed on May 1, 2025 with the file number 000-156744 and amended on
July 8, 2025. The numbered paragraphs below correspond to the numbered comments in the Staff’s letter. We are including as an attachment
to this letter a copy of the Registration Statement that has been marked to show changes from the Registration Statement as originally
filed.

Amendment
No. 2 to Registration Statement on Form 10-12G filed July 8, 2025

Item
1A. Risk Factors

We
note your revised disclosure in response to prior comment 3 and reissue. Please further revise the risk factors section to disclose the
risks that are specific to you, your business operations, and your securities.

Current
version:

Item
1A-Risk Factors

RISK
FACTORS

An
investment in our common stock is highly speculative and involves a high degree of risk. In determining whether to purchase Superstar
Platforms Inc.’s common stock, an investor should carefully consider all the material risks described below, together with the
other information contained in this report. An investor should only purchase Superstar Platforms Inc.’s securities if he or she
can afford to suffer the loss of his or her entire investment.

General
Business and Industry Risks

An
inability to retain our senior management team would be detrimental to the success of our business.

We
rely heavily on our senior management team; our ability to retain them is particularly important to our future success. Given the highly
specialized nature of our services the senior management team must have a thorough understanding of our product and service offerings
as well as the skills and experience necessary to manage an organization consisting of a diverse group of professionals and external
parties. In addition, we rely on our senior management team to generate and market our business successfully in a crowded, complex, and
legislatively bound marketplace. Further, our senior management’s personal reputation and relationships with our clients are a
critical element in obtaining and maintaining client engagements. We will enter into non-solicitation agreements with our senior management
team, and we will also enter into well-scoped non-competition agreements. If one or more members of our senior management team leave
and we cannot replace them with a suitable candidate quickly, we could experience difficulty in securing and successfully completing
engagements and managing our business properly, which could harm our business prospects and results of operations.

Our
inability to hire and retain talented people in an industry where there is great competition for talent could have a serious negative
effect on our prospects and results of operations.

 Superstar
Platforms, is a company that seeks to own and control a diversified portfolio of subsidiaries across various industries. Growth will
primarily be driven through strategic acquisitions. Currently Superstar Platforms owns PawnTrust— a specialized marketplace designed
exclusively for the approximately 11,000 pawn shops across the country. The online marketplace (www.pawntrust.com) digitizes the inventory
using advanced image recognition algorithms to automate item descriptions of the participating pawn shops and markets them on a national
scale. The marketplace contains cutting-edge technology that streamlines the borrowing, buying, and bartering transactions typically
found at a pawn shop. These enhancements let consumers experience a frictionless shopping experience on their mobile app that gives them
instant access to this nationwide inventory of pawn shops. Not only does this provide a more efficient way for consumers to shop, eliminating
the need to visit multiple stores, but it also amplifies the reach of individual pawn shop owners. By joining the PawnTrust- ‘Pawn
Partners’ network, shop owners gain access to a broader audience, enhancing their visibility and sales opportunities. This innovative
approach aligns customer convenience with business growth, reshaping how people interact with the pawn industry. Consumers that purchase
items outside of their local area will have their items conveniently shipped to them. As the intermediary in each transaction, PawnTrust
earns a fee on every item sold in the marketplace. Many of these local pawn shops lack an online presence or the capital to market their
inventory on a national scale. By bridging this gap, PawnTrust opens opportunities for incremental sales from a wider buying base, effectively
transforming the pawn shop and micro-lending industries. This model not only supports local businesses but also extends their reach,
driving growth and innovation within the market. .Our success depends largely on our general ability to attract, develop, motivate, and
retain highly skilled professionals. Further, we must successfully maintain the right mix of professionals with relevant experience and
skill sets as we grow, as we expand into new service offerings, and as the market evolves. The loss of a considerable number of our professionals,
the inability to attract, hire, develop, train, and retain additional skilled personnel, or the failure to maintain the right mix of
professionals could have a serious negative effect on us, including our ability to manage, staff, and successfully complete our existing
engagements and obtain new engagements. Qualified professionals are in great demand, and we face significant competition from both senior
and junior professionals with the requisite credentials and experience. Our principal competition for talent comes from other pawnshops
and consulting firms as well as from organizations seeking to staff their internal professional positions. Many of these competitors
may be able to offer significantly greater compensation and benefits or more attractive lifestyle choices, career paths, or geographic
locations than we do. Therefore, we may not be successful in attracting and retaining the skilled people we require to conduct and expand
our operations successfully. Increasing competition for these revenue-generating professionals may also significantly increase our labor
costs, which could negatively affect our margins and results of operations.

Additional
hiring, departures, business acquisitions and dispositions could disrupt our operations, increase our costs, or otherwise harm our business.

Our
business strategy is dependent in part upon our ability to grow by hiring individuals or groups of individuals and by acquiring complementary
businesses. However, we may be unable to identify, hire, acquire, or successfully integrate new employees and acquired businesses without
substantial expense, delay, or other operational or financial obstacles. From time to time, we will evaluate the total mix of products
and services we provide, and we may conclude that businesses may not achieve the results we previously expected. Competition for future
hiring and acquisition opportunities in our markets could increase the compensation we offer to potential employees or the prices we
pay for businesses we wish to acquire. In addition, we may be unable to achieve the financial, operational, and other benefits we anticipate
from any hiring or acquisition, as well as any disposition, including those we have completed so far. New acquisitions could also negatively
impact existing practices and cause current employees to depart. Hiring additional employees or acquiring businesses could also involve
several additional risks, including:

    ●
    the
    diversion of management time, attention, and resources from managing and marketing our Company;

    ●
    the
    failure to retain key acquired personnel or existing personnel who may view the acquisition unfavorably;

    ●
    the
    potential loss of clients of acquired businesses;

    ●
    the
    need to compensate new employees while they wait for their restrictive covenants with other institutions to expire;

    ●
    the
    potential need to raise significant amounts of capital to finance a transaction or the potential issuance of equity securities that
    could be dilutive to our existing shareholders;

    ●
    increased
    costs to improve, coordinate, or integrate managerial, operational, financial, and administrative systems;

    ●
    the
    potential assumption of liabilities of an acquired business;

    ●
    the
    inability to attain the expected synergies with an acquired business;

    ●
    the
                                                                              usage of earn-outs based on the future performance of our business acquisitions may deter the acquired company from fully
                                                                              integrating into our existing business;

    ●
    the
                                                                              perception of inequalities if diverse groups of employees are eligible for different benefits and incentives or are subject to
                                                                              different policies and programs; and

    ●
    difficulties
    in integrating diverse backgrounds and experiences of consultants, including if we experience a The transition period for newly hired
    consultants results in a temporary drop in our utilization rates or margins.

Our
intangible assets primarily consist of customer relationships, trade names, customer contracts, technology, and software. We evaluate
our intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may
not be recoverable. Determining the fair value of a reporting unit requires us to make significant judgments, estimates, and assumptions.
While we believe that the estimates and assumptions underlying our valuation methodology are reasonable, these estimates and assumptions
could have a significant impact on whether a non-cash goodwill impairment charge is recognized and the magnitude of any such charge.
The results of an impairment analysis are as of a point in time. There is no assurance that the actual future earnings or cash flows
of our reporting units will be consistent with our projections. We will monitor any changes to our assumptions and will evaluate goodwill
as deemed warranted during future periods. Any significant decline in our operations could result in additional non-cash goodwill impairment
charges.

Changes
in capital markets, legal or regulatory requirements, and general economic or other factors beyond our control could reduce demand for
our services, in which case our revenues and profitability could decline.

Several
factors outside of our control affect demand for our services. These include:

    ●
    fluctuations
    in the U.S. and world economies;

    ●
    the
    U.S. or global financial markets and the availability, costs, and terms of credit;

    ●
    changes
    in laws and regulations; and

    ●
    other
    economic factors and general business conditions.

We
are not able to predict the positive or negative effects that future events or changes to the U.S. or global economy, financial markets,
or regulatory and business environment could have on our operations.

Changes
in U.S. tax laws could have a material adverse effect on our business, cash flow, results of operations and financial conditions.

We
are subject to income and other taxes in the U.S. at the state and federal level. Changes in applicable U.S. state or federal tax laws
and regulations, or their interpretation and application, could materially affect our tax expense and profitability. The Company has
not filed its federal tax returns for the last 11 years. The Company does not anticipate material adjustments of its tax liabilities
when such returns are filed, but there is no guarantee that such filings will not have a material adverse effect.

If
we are unable to manage fluctuations in our business successfully, we may not be able to achieve profitability.

To
successfully manage growth, we must periodically adjust and strengthen our operating, financial, accounting, and other systems,
procedures, and controls, which could increase our costs and may adversely affect our gross profits and our ability to achieve
profitability if we do not generate increased revenues to offset the costs. As a public company, our information and control systems
must enable us to prepare accurate and timely financial information and other required disclosures. If we discover deficiencies in
our existing information and control systems that impede our ability to satisfy our reporting requirements, we must successfully
implement improvements to those systems in an efficient and timely manner. The nature of our services and the general economic
environment make it difficult to predict our future operating results. To achieve profitability, we must:

    ●
    attract,
    integrate, retain, and motivate highly qualified professionals;

    ●
    achieve
    and maintain adequate utilization and suitable billing rates for our revenue-generating professionals;

    ●
    expand
    our existing relationships with our clients and identify new clients in need of our services;

    ●
    successfully
    resell product/ engagements and secure new client sales/engagements every year;

    ●
    maintain
    and enhance our brand recognition; and

    ●
    adapt
                                                         quickly to meet changes in our markets, our business mix, the economic environment, the credit markets, and competitive
                                                         developments.

Our
financial results could suffer if we are unable to achieve or maintain adequate utilization and suitable billing rates for our products
and services.

It
is likely that our quarterly results of operations may fluctuate in the future because of certain factors, some of which may be outside
of our control.

Superstar
Platforms, Inc owns PawnTrust which is an exclusive online marketplace dedicated to serving the unique needs of pawn shops. Our platform
connects pawn shops with a network of buyers and sellers, creating an efficient marketplace designed to optimize business opportunities
in the pawn industry. In addition to our marketplace services, PawnTrust provides tailored small business lending solutions, with a core
focus on supporting the growth and operational needs of pawn shops. Our lending options offer accessible financing designed to help pawn
shops expand inventory, manage cash flow, and invest in growth initiatives. A
key element of our strategy is to market our products and services directly to certain specific organizations, and to increase the number
of our products and services utilized by existing clients. The sales cycle for some of our products and services is often lengthy and
may involve significant commitment of client personnel. Consequently, the commencement date of a client engagement often cannot be accurately
forecasted. Certain of our client contracts contain terms that result in revenue being deferred and cannot be recognized until the occurrence
of certain events. As a result, the period between contract signing and recognition of associated revenue may be lengthy, and we are
not able to pred

July 24, 2025
Michael Farr
Chief Executive Officer
Superstar Platforms Inc.
586 Cobb Parkway S., Suite 900
Marietta, GA 30060
Re:Superstar Platforms Inc.
Amendment No. 2 to Registration Statement on Form 10-12G
Filed July 8, 2025
File No. 000-56744
Dear Michael Farr:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this
letter, we may have additional comments.
Amendment No. 2 to Registration Statement on Form 10-12G filed July 8, 2025
Item 1A. Risk Factors
1.We note your revised disclosure in response to prior comment 3 and reissue. Please
further revise the risk factors section to disclose the risks that are specific to you, your
business operations, and your securities.
2.We note your revised disclosure in response to prior comment 4 and reissue. We note
your reference to "the acquisition of the Platform." Please revise to provide the
definition of the "Platform," and supplement your disclosure to describe such
transaction, or advise. In this regard, we also note your reference to "the recent
acquisition" under "ITEM 3-Properties." To the extent you are referring to the same
"acquisition" transaction, please also revise to provide additional details under that
section. Refer to Item 101(h)(3) of Regulation S-K.

July 24, 2025
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
3.We note your disclosure that "[t]he Company operated as Dinewise Inc. until March
2025 when it changed its name to Superstar Platforms Inc." We also note, however,
your disclosure in the same paragraph stating that "[t]he Company operated as
Pawntrust Inc. until March 2025 when it changed its name to Superstar Platform Inc."
Please revise to clarify the discrepancies, or advise.
Capital Formation
4.We note your disclosure that "[t]here is no preferred stock." It appears from your
disclosure under Item 1 of the registration statement, however, that there was a single
share of Series A Preferred issued and outstanding as of March 31, 2025. We also
note your disclosure on page F-6, reflecting that, on May 3, 2024, "the company filed
an amendment to create a class of Series A preference share @ 0.001 per share," and
your exhibits, reflecting designation of the "Series A Preferred stock." Please revise,
or advise.
ITEM 4-Security Ownership of Certain Beneficial Owners and Management.
5.We note your revised disclosure in response to prior comment 6 and reissue in part.
Please provide additional information regarding MacFund Holdings, including its
address and relationship between MacFund Holdings and Christina Moore, or advise.
ITEM 5. Directors and Executive Officers
6.We note your revised disclosure in response to our prior comment 7 and
reissue. Please revise this section generally to provide the information called for by
Item 401 of Regulation S-K, including all positions and offices with the registrant
held by each director and executive officer, and business experience during the past
five years of each director and executive officer.
Item 6- No Executive Compensation
7.We note your revised disclosure in response to prior comment 8 and reissue in
part. Please provide all the information called for by Item 402 of Regulation S-K.
Among other things, we note your disclosure that "[n]o past officer or director of the
Company has received any compensation, and none is due or payable." This
disclosure, however, directly contradicts later disclosure under "DIRECTOR
COMPENSATION."
Item 7.Certain Relationships and Related Transactions, and Director Independence
We note your revised disclosure in response to prior comment 9 and reissue in part.
Please revise to provide the information called for by Item 404 of Regulation S-K
"since the beginning of the registrant's last fiscal year," or advise. In this regard, we
note the following disclosure on page F-8: "As of December31, 2024 and 2023, the
Company’s director had advanced the Company $307,674 and $273,660 respectively
to cover the Company’s operating expenses. The related party loan is non-interest
bearing, due upon demand and unsecured." We also note, however, the following
disclosures elsewhere in the registration statement: (1) "At December 31, 2024, and 8.

July 24, 2025
Page 3
2023, the Company had loans outstanding from one related party in the aggregate
amount of $231,000, respectively, which represents amounts loaned to the Company
to pay the Company's expenses of operation."; and (2) "No other officer or director
are owed any funds by Superstar Platforms Inc. currently and have no plans to loan
any funds to the Company." Please revise for consistency and provide the identity of
"the Company's director" and "one related party."
Item 10. Recent Sales of Unregistered Securities
9.We note your revised disclosure in response to prior comment 10 and reissue in part.
We also note the following disclosure: "The company has issued 5,415,090 since the
Quarterly Report for the period ending March 31, 2025, was filed. In 2022, the
Company issued 34,000,000 shares for debt conversions. In 2023, the Company
issued 13,000,000 shares for debt conversion." Please revise, to the extent
applicable, to provide the information called for by Item 701 of Regulation S-K
relevant to the above transactions, including the "aggregate amount of consideration
received by the registrant," or advise.
General
10.We note your revised disclosure in response to prior comments 1 and 15, and reissue
in part. Please further revise to provide a clear picture of your business and current
operations. In this regard, we note your continued disclosure that "PawnTrust, Inc . . .
engages in small business loans" to others, but no relevant description of the business
model is apparent. We also note, regarding relevant risk factors, your reference to
"competition from other consulting [sic] and/or lenders," and statement that
"[yo]ur reputation for providing secure information storage and maintaining the
confidentiality of proprietary and confidential information is critical to the success of
our Company, which hosts client information as a service." In addition, further
revise to provide the information called for by Item 101(h) of Regulation S-K.
            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 Eddie Kim at 202-551-8713 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Stephen Mills

CORRESP
1
filename1.htm

  PO
                                            Box 281077

  Nashville,
                                            TN 37228

 615-476-1151

 SteveMillslaw@gmail.com

July
7, 2025

Securities
and Exchange Commission

Division
of Corporate Finance

Office
of Trade and Services

Washington,
DC 20549

Superstar
Platforms Inc.

Registration
Statement on Form 10-12G

Filed
May I, 2025

File
No. 000-56744

Dear
Sir or Madam:

We
are submitting this letter on behalf of Superstar Platforms Inc. ( “the Company”) in response to comments from the staff
(“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter on May 28, 2025 relating
to the Company’s Registration Statement filed on Form 10-12g filed on May 1, 2025 with the file number 000-156744. The numbered
paragraphs below correspond to the numbered comments in the Staff’s letter. We are including as an attachment to this letter a
copy of the Registration Statement that has been marked to show changes from the Registration Statement as originally filed.

Item
1 Business

 1. We
                                            note the following disclosure: “Superstar Platforms”. a leading national technology
                                            conglomerate is the parent company that owns and controls a diversified portfolio of subsidiaries
                                            across various industries. Growth will primarily be driven through strategic acquisitions.”
                                            Please revise to expand on your business developments. including those of your “subsidiaries.”
                                            Please refer to the applicable provisions of Item 101of Regulation S-K.

Current
version:

Overview

Superstar
Platforms, a leading national technology conglomerate, is the parent company that owns and controls a diversified portfolio of subsidiaries
across various industries. Growth will primarily be driven through strategic acquisitions. Currently Superstar Platforms owns PawnTrust—
a specialized marketplace designed exclusively for the approximately 11,000 pawn shops across the country. The online marketplace (www.pawntrust.com)
digitizes the inventory using advanced image recognition algorithms to automate item descriptions of the participating pawn shops and
markets them on a national scale. The marketplace contains cutting-edge technology that streamlines the borrowing, buying, and bartering
transactions typically found at a pawn shop. The platform plans to leverage Artificial Intelligence (AI) to optimize pricing, reduce
fraud, and create personalized search recommendations to enhance the customer’s experience. These enhancements let consumers experience
a frictionless shopping experience on their mobile app that gives them instant access to this nationwide inventory of pawn shops. Not
only does this provide a more efficient way for consumers to shop, eliminating the need to visit multiple stores, but it also amplifies
the reach of individual pawn shop owners. By joining the PawnTrust- ‘Pawn Partners’ network, shop owners gain access to a
broader audience, enhancing their visibility and sales opportunities. This innovative approach aligns customer convenience with business
growth, reshaping how people interact with the pawn industry. Consumers that purchase items outside of their local area will have their
items conveniently shipped to them. As the intermediary in each transaction, PawnTrust earns a fee on every item sold in the marketplace.
Many of these local pawn shops lack an online presence or the capital to market their inventory on a national scale. By bridging this
gap, PawnTrust opens opportunities for incremental sales from a wider buying base, effectively transforming the pawn shop and micro-lending
industries. This model not only supports local businesses but also extends their reach, driving growth and innovation within the market.

Amended
version:

Overview

Superstar
Platforms, a national technology company, is a company that seeks to own and control a diversified portfolio of subsidiaries across various
industries. Growth will primarily be driven through strategic acquisitions. Currently Superstar Platforms owns PawnTrust— a specialized
marketplace designed exclusively for the approximately 11,000 pawn shops across the country. The online marketplace (www.pawntrust.com)
digitizes the inventory using advanced image recognition algorithms to automate item descriptions of the participating pawn shops and
markets them on a national scale. The marketplace contains cutting-edge technology that streamlines the borrowing, buying, and bartering
transactions typically found at a pawn shop. As of September 30, 2024, PawnTrust, Inc which engages in small business loans to thriving
entrepreneurs, added a marketplace exclusively for Pawn Shops to its business model. PawnTrust acts as an intermediary between the Pawn
Shop and consumer using the best technology to streamline borrowing, buying, and bartering transactions through an app on a mobile phone.
PawnTrust has established Pawn Partners, which are local Pawn Shops, in which inventory is extrapolated into the PawnTrust Marketplace.
This allows the Pawn Shops to immediately and seamlessly have their inventory displayed nationally. PawnTrust works like an amplifier.
Many of these local stores do not have a web presence nor capital to market their inventory on a national basis. By leveraging the PawnTrust
national marketplace the local store can create incremental sales from a wider range of buyers. These enhancements let consumers experience
a frictionless shopping experience on their mobile app that gives them instant access to this nationwide inventory of pawn shops. Not
only does this provide a more efficient way for consumers to shop, eliminating the need to visit multiple stores, but it also amplifies
the reach of individual pawn shop owners. By joining the PawnTrust- ‘Pawn Partners’ network, shop owners gain access to a
broader audience, enhancing their visibility and sales opportunities. This innovative approach aligns customer convenience with business
growth, reshaping how people interact with the pawn industry. Consumers that purchase items outside of their local area will have their
items conveniently shipped to them. As the intermediary in each transaction, PawnTrust earns a fee on every item sold in the marketplace.
Many of these local pawn shops lack an online presence or the capital to market their inventory on a national scale. By bridging this
gap, PawnTrust opens opportunities for incremental sales from a wider buying base, effectively transforming the pawn shop and micro-lending
industries. This model not only supports local businesses but also extends their reach, driving growth and innovation within the market.

 2. Please
                                            refer to the last full sentence under subsection titled “Business.” Please revise
                                            to provide the number of shares for each class of securities that the Company is authorized
                                            to issue.

Current
Version:

The
Company is currently authorized to issue one billion shares of common stock, one million shares of The following represent the Company’s
issued shares as of March 31, 2025:

Common
shares: 174,731,956 Preferred Shares-10,000

Series
A Preferred Shares—1

Series
B Preferred Shares- 9,999

Amended
Version-

The
Company is currently authorized to issue one billion shares of common stock and ten thousand shares of preferred stock. The following
represent the Company’s issued shares as of July 7, 2025:

Common
shares: 180,187,0466 Series A Preferred Shares-1 Series B Preferred Shares-0

 3. Item
                                            1A Risk

Please
revise the risks factors section generally to disclose risk factors that are specific to you, your business operations, and your securities.
In this regard, we note certain references that do not appear to be relevant to your business operations, including references to HIPPA,
and your statement that you arc “providing secure information storage and maintaining the confidentiality of proprietary, confidential
and trade secret information” of your clients.

Current
version-

RISK
FACTORS

An
investment in our common stock is highly speculative and involves a high degree of risk. In determining whether to purchase Superstar
Platforms Inc.’s common stock, an investor should carefully consider all the material risks described below, together with the
other information contained in this report. An investor should only purchase Superstar Platforms Inc.’s securities if he or she
can afford to suffer the loss of his or her entire investment.

General
Business and Industry Risks

An
inability to retain our senior management team would be detrimental to the success of our business.

We
rely heavily on our senior management team; our ability to retain them is particularly important to our future success. Given the highly
specialized nature of our services the senior management team must have a thorough understanding of our product and service offerings
as well as the skills and experience necessary to manage an organization consisting of a diverse group of professionals and external
parties. In addition, we rely on our senior management team to generate and market our business successfully in a crowded, complex, and
legislatively bound marketplace. Further, our senior management’s personal reputation and relationships with our clients are a
critical element in obtaining and maintaining client engagements. We will enter into non-solicitation agreements with our senior management
team, and we will also enter into well-scoped non-competition agreements. If one or more members of our senior management team leave
and we cannot replace them with a suitable candidate quickly, we could experience difficulty in securing and successfully completing
engagements and managing our business properly, which could harm our business prospects and results of operations.

Our
inability to hire and retain talented people in an industry where there is great competition for talent could have a serious negative
effect on our prospects and results of operations.

Superstar
Platforms, a leading national technology conglomerate, is the parent company that owns and controls a diversified portfolio of subsidiaries
across various industries. Growth will primarily be driven through strategic acquisitions. Currently Superstar Platforms owns PawnTrust—
a specialized marketplace designed exclusively for the approximately 11,000 pawn shops across the country. The online marketplace (www.pawntrust.com)
digitizes the inventory using advanced image recognition algorithms to automate item descriptions of the participating pawn shops and
markets them on a national scale. The marketplace contains cutting-edge technology that streamlines the borrowing, buying, and bartering
transactions typically found at a pawn shop. The platform plans to leverage Artificial Intelligence (AI) to optimize pricing, reduce
fraud, and create personalized search recommendations to enhance the customer’s experience. These enhancements let consumers experience
a frictionless shopping experience on their mobile app that gives them instant access to this nationwide inventory of pawn shops. Not
only does this provide a more efficient way for consumers to shop, eliminating the need to visit multiple stores, but it also amplifies
the reach of individual pawn shop owners. By joining the PawnTrust- ‘Pawn Partners’ network, shop owners gain access to a
broader audience, enhancing their visibility and sales opportunities. This innovative approach aligns customer convenience with business
growth, reshaping how people interact with the pawn industry. Consumers that purchase items outside of their local area will have their
items conveniently shipped to them. As the intermediary in each transaction, PawnTrust earns a fee on every item sold in the marketplace.
Many of these local pawn shops lack an online presence or the capital to market their inventory on a national scale. By bridging this
gap, PawnTrust opens opportunities for incremental sales from a wider buying base, effectively transforming the pawn shop and micro-lending
industries. This model not only supports local businesses but also extends their reach, driving growth and innovation within the market.
.Our success depends largely on our general ability to attract, develop, motivate, and retain highly skilled professionals. Further,
we must successfully maintain the right mix of professionals with relevant experience and skill sets as we grow, as we expand into new
service offerings, and as the market evolves. The loss of a considerable number of our professionals, the inability to attract, hire,
develop, train, and retain additional skilled personnel, or the failure to maintain the right mix of professionals could have a serious
negative effect on us, including our ability to manage, staff, and successfully complete our existing engagements and obtain new engagements.
Qualified professionals are in great demand, and we face significant competition from both senior and junior professionals with the requisite
credentials and experience. Our principal competition for talent comes from other pawnshops and consulting firms as well as from organizations
seeking to staff their internal professional positions. Many of these competitors may be able to offer significantly greater compensation
and benefits or more attractive lifestyle choices, career paths, or geographic locations than we do. Therefore, we may not be successful
in attracting and retaining the skilled people we require to conduct and expand our operations successfully. Increasing competition for
these revenue-generating professionals may also significantly increase our labor costs, which could negatively affect our margins and
results of operations.

    ●
    the
    diversion of management time, attention, and resources from managing and marketing our Company;

    ●
    the
                                            failure to retain key acquired personnel or existing personnel who may view the acquisition
                                            unfavorably;

    ●
    the
    potential loss of clients of acquired businesses;

    ●
    the
                                            need to compensate new employees while they wait for their restrictive covenants with other
                                            institutions to expire;

    ●
    the
                                            potential need to raise significant amounts of capital to finance a transaction or the potential
                                            issuance of equity securities
                                            that could be dilutive to our existing shareholders;

    ●
    increased
                                            costs to improve, coordinate, or integrate managerial, operational, financial, and administrative
                                            systems;

    ●
    the
    potential assumption of liabilities of an acquired business;

    ●
    the
    inability to attain the expected synergies with an acquired business;

    ●
    the
                                            usage of earn-outs based on the future performance of our business acquisitions may deter
                                            the acquired company from
                                            fully integrating into our existing business;

    ●
    the
                                            perception of inequalities if diverse groups of employees are eligible for different benefits
                                            and incentives or are subject
                                            to different polic

June 24, 2025
Michael Farr
Chief Executive Officer
Superstar Platforms Inc.
586 Cobb Parkway S., Suite 900
Marietta, GA 30060
Re:Superstar Platforms Inc.
Registration Statement on Form 10-12G
Filed May 1, 2025
File No. 000-56744
Dear Michael Farr:
            We issued comments to you on the above captioned filing on May 28, 2025. As of the
date of this letter, these comments remain outstanding and unresolved. We expect you to
provide a complete, substantive response to these comments by July 8, 2025.
            If you do not respond, we will, consistent with our obligations under the federal
securities laws, decide how we will seek to resolve material outstanding comments and
complete our review of your filing and your disclosure. Among other things, we may decide
to release publicly, through the agency's EDGAR system, all correspondence, including this
letter, relating to the review of your filings, consistent with the staff's decision to publicly
release comment and response letters relating to disclosure filings it has reviewed.
            Please contact Eddie Kim at 202-551-8713  or Dietrich King  at 202-551-8071  with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

May 28, 2025
Michael Farr
Chief Executive Officer
Superstar Platforms Inc.
586 Cobb Parkway S., Suite 900
Marietta, GA 30060
Re:Superstar Platforms Inc.
Registration Statement on Form 10-12G
Filed May 1, 2025
File No. 000-56744
Dear Michael Farr:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this
letter, we may have additional comments.
Registration Statement on Form 10-12G filed May 1, 2025
Item 1. Business
1.We note the following disclosure: "Superstar Platforms, a leading national technology
conglomerate, is the parent company that owns and controls a diversified portfolio of
subsidiaries across various industries. Growth will primarily be driven through
strategic acquisitions." Please revise to expand on your business developments,
including those of your "subsidiaries." Please refer to the applicable provisions of
Item 101 of Regulation S-K.
2.Please refer to the last full sentence under subsection titled "Business." Please revise
to provide the number of shares for each class of securities that the Company is
authorized to issue.
Item 1A. Risk Factors
Please revise the risk factors section generally to disclose risk factors that are
specific to you, your business operations, and your securities. In this regard, we note 3.

May 28, 2025
Page 2
certain references that do not appear to be relevant to your business operations,
including references to HIPPA, and your statement that you are "providing secure
information storage and maintaining the confidentiality of proprietary, confidential
and trade secret information" of your clients.
4.We note your reference to "acquisition of the Group." Please revise to provide the
definition of "the Group," and supplement your disclosure to describe such
transaction, or advise. In this regard, we also note your reference to "the recent
acquisition" under "ITEM 3-Properties." To the extent you are referring to the same
"acquisition" transaction, please also revise to provide additional details under that
section.
Item 2. Financial
5.Please provide the information called for by Items 303 and 305 of Regulation S-K, or
advise. We note that, while you refer the readers to "'Management’s Discussion and
Analysis of Financial Condition and Results of Operations' in Exhibit 99.1," no such
exhibit has been filed with the registration statement. To the extent you are a smaller
reporting company, advise us whether you believe Item 305(e) of Regulation S-K
applies and revise your disclosure accordingly.
Item 4. Security Ownership of Certain Beneficial Owners and Management
6.Please update the information in this section as of the most recent practicable date and
provide the address of beneficial owners who are not "[y]our executive officers and
directors," including MacFund Holdings, Convenient Grourmet Group LP, and
Venkateswarlu Garikapati. Refer to Item 403 of Regulation S-K.
Item 5. Directors and Executive Officers
7.Please revise this section generally to provide the information called for by Item 401
of Regulation S-K, including all positions and offices with the registrant held by each
director and executive officer, family relationships, and business experience during
the past five years of each director and executive officer.
Item 6. Executive Compensation
8.Please provide all the information called for by Items 402 and 407(e)(4) of Regulation
S-K. To the extent you are a smaller reporting company, please advise us whether you
believe Item 407(g)(1) applies and revise your disclosure accordingly.
Item 7. Certain Relationships and Related Transactions, and Director Independence
9.Please provide all the information called for by Items 404 and 407(a) of Regulation S-
K as of the latest practicable date.

May 28, 2025
Page 3
Item 10. Recent Sales of Unregistered Securities
10.Please provide, to the extent relevant, the information called for by Item 701 of
Regulation S-K as to Beneficial Owners disclosed under "ITEM 4-Security
Ownership of Certain Beneficial Owners and Management."
Item 11. Description of Registrant's Securities to be Registered
11.Please revise to provide all the information called for by Item 202 of Regulation S-K.
In addition, we note your disclosure regarding your Preferred Stock and "EROP
Enterprises LLC." As this appears to be the first time such disclosure is presented in
your registration statement, please revise the registration statement throughout where
relevant to include the appropriate disclosure as to your Preferred Stock and EROP
Enterprises LLC.
Item 15. Financial Statements and Exhibits
Balance Sheets
12.We note the amounts Due to Related Party on the balance sheets. Please provide the
disclosures required by ASC 850-10-50-1.
Notes to the Audited Financial Statements
Note 4 - Common Stock
13.Please revise this footnote to describe the transactions underlying the issuance of
shares during 2023 and 2024.
Statements of Operations
14.Please correct the typographical error and disclose the amount of officers' salary
incurred during the year ended December 31, 2023.
General
15.Please revise the registration statement to provide a clear picture of your business and
current operations. For example, while you state that you are a "parent company that
owns and controls a diversified portfolio of subsidiaries across various industries,"
your disclosure focuses on PawnTrust, Inc. as your main current operation. In other
parts of your disclosure, you mention "[y]our consultants" and "[y]our products and
services," but it is unclear what the role of your "consultants" are, or what your
"products and services" consist of. We also note that your financial statements
disclose no assets except for cash. Please revise the registration statement throughout
to clearly differentiate between activities you have implemented to date, activities you
are in the process of implementing, and those that will be done in the future. We note
that the disclosure in this filing appears, in part, anticipatory in nature. In this regard,
we note your "plans to leverage Artificial Intelligence" into PawnTrust. To the extent
you discuss your future plans for operations throughout the filing, such as
incorporating Artificial Intelligence onto your platform, the discussion should be
balanced with a time frame for implementing future plans, the steps and costs
involved, and any obstacles involved before you can commence the planned
operations, including the need for additional financing. If financing is currently not
available, please make that clear.

May 28, 2025
Page 4
16.You have checked the box for "Non-accelerated filer" but not "Smaller reporting
company." You also state in the risk factor section, however, that you "are a 'smaller
reporting company.'" Please revise to correctly identify the status of the Company.
17.Please revise the registration statement generally to provide up to date information as
of the most practicable date. For example, we note that, in certain sections, you
provide information as of December 31, 2024, including in regards to the total number
Common Stock issued and outstanding under Item 4. In other sections, however,
information is provided as of March 31, 2025, April 15, 2025, or April 16, 2025,
including, for example, under Item 11 as follows: "Superstar Platforms Inc. has
authorized one billion shares of $0.001 par value Common Stock of which
177,231,656 were issued and outstanding as of each of April 16, 2025." Please revise
for consistency.
18.Please be advised that your registration statement will automatically become effective
60 calendar days after filing. Upon effectiveness, you will become subject to the
reporting requirements of the Securities Exchange Act of 1934, even if we have not
cleared comments. In the event it appears that you will not be able to respond to all of
our comments by the 60th day, you may wish to consider withdrawing your
registration statement and refiling it. Please confirm your understanding.
            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 Ta Tanisha Meadows at 202-551-3322 or Lyn Shenk at 202-551-3380
if you have questions regarding comments on the financial statements and related
matters. Please contact Eddie Kim at 202-551-8713 or Dietrich King at 202-551-8071 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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                        TROUTMAN SANDERS LLP

        ATTORNEYS AT LAW

        THE CHRYSLER BUILDING

        405 LEXINGTON AVENUE

        NEW YORK, NEW YORK 10174

        www.troutmansanders.com

        TELEPHONE: 212-704-6000

        FACSIMILE: 212-704-6288

                        Michael J. Shef

                        Direct Dial:

                        212-704-6140

                        michael.shef@troutmansanders.com

                        Direct Fax:

                        212-704-5974

        June 30, 2008

        Donna Levy, Esq.

        United States Securities and Exchange Commission

        Division of Corporation Finance

        100 F Street, NE

        Mail Stop 7010

        Washington, DC 20549-7010

                RE:

                Dinewise, Inc.

                Post-Effective Amendment No. 4 on Form S-1

                Filed June 12, 2008

                File No. 333-136512

                Supplemental Response received May 30, 2008

        Dear Ms. Levy:

                  Reference is made to the comment letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), with respect to Post-Effective Amendment No. 4 on Form S-1 to the Registration Statement (the “Registration
        Statement”) of Dinewise, Inc. (the “Company”) filed with the Commission on June 12, 2008 and to the Company’s Supplemental Response received by the Staff on May 30, 2008, and our telephone conversation on Friday afternoon.

                  The Company proposes to file with the Commission a Current Report on Form 8-K, substantially in the form attached hereto as Exhibit A, stating that the proposed transaction with Delightful Deliveries has been terminated effective June 27, 2008.

                  The Company also proposes to insert a new section to be called “Recent Developments” at the end of the Business section of the Prospectus contained in the Registration Statement to read as follows: “Effective June 27, 2008 the definitive Asset Purchase Agreement entered into on
        February 29, 2008 between the Company and Delightful Deliveries referred to in Note 15 of the Notes to Consolidated Financial Statements as at and for the fiscal year ended December 31, 2007 included in this Prospectus has been terminated. There are no active discussions underway between the Company and Delightful Deliveries and if discussions should commence in the future, no assurance can be given that an agreement will be reached between them or the terms of any such agreement. No
        termination penalties were incurred by the Company”.

        ATLANTA • HONG KONG •
        LONDON • NEW YORK • NEWARK • NORFOLK •
        RALEIGH RICHMOND • SHANGHAI • TYSONS CORNER •
        VIRGINIA BEACH • WASHINGTON, D.C.

          TROUTMAN SANDERS LLP

           A T T O R N E Y S   A T    L A W

        A LIMITED LIABILITY PARTNERSHIP

        Donna Levy, Esq.

        June 30, 2008

        Page 2

                  The Company proposes that rather than file a formal amendment to the Registration Statement, it will include such language in the Rule 424(b) copy filed with the Commission.

                  Please confirm that the Company’s proposal is satisfactory, in which event the Company will file its Form 8-K as well as a request for acceleration.

                                      Very truly yours,

                                      /s/ Michael J. Shef

                                      Michael J. Shef

        /db

        EXHIBIT A

        Item 1.02     Termination of a Material Definitive Agreement.

        Effective June 27, 2008, the definitive Asset Purchase Agreement, entered into on February 29, 2008, between Dinewise Inc. (the “Company”), and Delightful Deliveries (“DD”), a New York corporation
        engaged in the marketing and selling of gourmet gift baskets, gourmet food and other products through its catalogue and on-line website marketing has been terminated by the Company.  There are no active discussions underway between the Company and DD and if discussions should commence in the future, no assurance can be given that an agreement will be reached between them or the terms of any such agreement. No termination penalties were incurred by the Company.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010
June 26, 2008

By US Mail and Facsimile
Mr. Thomas McNeill
Vice President and Chief Financial Officer Dinewise, Inc.  500 Bi-County Boulevard, Suite 400 Farmingdale, N.Y. 11735-3940
Re: Dinewise, Inc.
Post-effective Amendment No. 4 on Form S-1 Filed June 12, 2008 File No. 333-136512 Supplemental Response received May 30, 2008

Dear Mr. McNeill:
 We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill 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 comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view 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 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 you response to our prior comment 1 and reissue it. Since the acquisition is
still pending, you must update your disc losure throughout th e post-effective
amendment to discuss as appropriate th e pending acquisition and any changes to
your credit arrangements made necessary by th e transaction.  It would appear that
changes would be appropriate to, without limitation, the business section, MD&A and your risk factors discussion.

Mr. Thomas McNeill
Dinewise, Inc.
June 26, 2008 Page 2
2. We note your response to our prior comment 2 and reissue it in part.  Please provide
financial statements to reflect the acquisition as require d by Article 3.05 of
Regulation S-X, or provide us with your an alysis pursuant to Ar ticle 3.05 as to why
financial statements would not be required.

Closing Comments

As appropriate, please amend your regist ration 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 cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain th at the filing includes all information required
under the Securities Act of 1933 and that they have provide d all information investors
require for an informed investment 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.             Notwithstanding our comments, in the event the company re quests 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 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 staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement 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 conf irmation of the fact that t hose requesting acceleration are

Mr. Thomas McNeill
Dinewise, Inc. June 26, 2008 Page 3  aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te 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 acce leration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ade quate 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.
   Please contact Donna Levy at (202) 551-3292 or, in her absence, Timothy S.
Levenberg, Special Counsel, at (202) 551-3707 with any questions.

Sincerely,

  H. Roger Schwall Assistant Director

cc: Michael Shef, Esq. (v ia facsimile—212-704-6288)
D. Levy
T. Levenberg

CORRESP
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                        TROUTMAN SANDERS LLP

        ATTORNEYS AT LAW

        THE CHRYSLER BUILDING

        405 LEXINGTON AVENUE

        NEW YORK, NEW YORK 10174

        www.troutmansanders.com

        TELEPHONE: 212-704-6000

        FACSIMILE: 212-704-6288

                        Michael J. Shef

                        Direct Dial:

                        212-704-6140

                        michael.shef@troutmansanders.com

                        Direct Fax:

                        212-704-5974

        May 30, 2008

        VIA FAX AND EDGAR

        Donna Levy, Esq.

        United States Securities and Exchange Commission

        Division of Corporation Finance

        100 F. Street, N.E.

        Washington, DC 20549-7010

                        RE:

                        Dinewise, Inc.

                        Post-Effective Amendment No. 3 to Form SB-2 on Form S-1

                        File No. 333-136512

        Dear Ms. Levy:

        On behalf of Dinewise, Inc. (the “Company”), set forth herein is the Company’s response to the comments contained in the comment letter of the staff (the “Staff”) of the Securities and Exchange Commission (the
        “Commission”), dated May 23, 2008, with respect to Post-Effective Amendment No. 3 to Form SB-2 on Form S-1 of the Company’s Registration Statement filed with the Commission on April 25, 2008 (the “Registration Statement”).

        All factual information in the response provided herein is based solely on information provided by the Company.

        For your convenience, we have reprinted the Commission’s written comments below prior to the Company’s response.

        Post-Effective Amendment on Form S-1

        General

                        1.

                        We note that you filed a Form 8-K on March 5, 2008 to announce that you had entered into a definitive asset purchase agreement with Delightful Deliveries, which agreement is also mentioned at page F-18 of the current filing. Update your disclosure throughout the post-effective amendment to discuss as appropriate the pending acquisition, as well as any
                        changes to your credit arrangements made necessary by the transaction. It would appear that changes would be appropriate to, without limitation, the business section, MD&A and your risk factors discussion.

        .

        TROUTMAN SANDERS LLP

        ATTORNEYS AT LAW

        United States Securities and Exchange Commission

        May 30, 2008

        Page 2

        RESPONSE: The Company did file a Form 8-K on March 5, 2008 announcing that it had entered into a definitive Asset Purchase Agreement with Delightful Deliveries, Inc. which agreement is also referred to on page F-18 of the current filing. That agreement contained a condition that if the transaction were not closed by April 30, 2008 either party had the right not to close the transaction. The transaction
        has not closed and no assurance can be given that it will close or will close on the terms contained in the Asset Purchase Agreement. The Company has not filed a Form 8-K to disclose that the April 30th date has passed in reliance upon the Answer to Question 103.03 contained in Commission’s Questions and Answers of General Applicability to Form 8-K issued on April 10, 2008. Under these circumstances we believe it would be inappropriate to discuss the pending
        acquisition or any credit arrangements that may have to be made to consummate it in the Business, MD&A and Risk Factors sections or any other sections that might otherwise be affected if the transaction were consummated.

                        2.

                        As Article 8 of Regulation S-X requires, please provide interim period financial statements. Also confirm that you will file financial statements to reflect the acquisition as required by Regulation S-X.

        RESPONSE: The Company will file Post-Effective Amendment No. 4 to include the interim financial information contained in the Company’s Form 10-Q for the quarterly period ended March 30, 2008. However, for the reasons indicated above, we do not believe it would appropriate at this time to provide financial statements reflecting the proposed acquisition in view of the fact that the Company can give no
        assurance to investors that the transaction will take place. The Company acknowledges that if it consummates a material transaction it will further amend or supplement the Registration Statement to reflect all relevant changes including, but not necessarily limited to, those identified in the Staff’s comment letter.

        TROUTMAN SANDERS LLP

        ATTORNEYS AT LAW

        United States Securities and Exchange Commission

        May 30, 2008

        Page 3

                    Please do not hesitate to contact me with any questions or comments regarding the foregoing response.

                        Very truly yours,

                        Michael J. Shef

                        cc:

                        Timothy S. Levenberg, Esq.

                        US Securities and Exchange Commission

                        Mr. H. Roger Schwall

                        US Securities and Exchange Commission

                        Mr. Thomas McNeill

                        Dinewise, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010
May 23, 2008

By US Mail and Facsimile

Mr. Thomas McNeill
Vice President and Chief Financial Officer Dinewise, Inc.  500 Bi-County Boulevard, Suite 400 Farmingdale, N.Y. 11735-3940
Re: Dinewise, Inc.
Post-effective Amendment No. 3 to Form SB-2 on Form S-1 Filed April 25, 2008 File No. 333-136512

Dear Mr. McNeill:
 We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Post-Effective Amendment on Form S-1

General
1. We note that you filed a Form 8-K on March 5, 2008 to announce that you had
entered into a definitive asset purchase ag reement with Delightful Deliveries, which
agreement is also mentioned at page F-18 of the current filing.  Update your
disclosure throughout the post-effective amendment to discuss as appropriate

Mr. Thomas McNeill
Dinewise, Inc.
May 23, 2008 Page 2
the pending acquisition, as well as any ch anges to your credit arrangements made
necessary by the transaction.  It would app ear that changes woul d be appropriate to,
without limitation, the business section, MD &A and your risk factors discussion.
2. As Article 8 of Regulation S-X requires,  please provide interim period financial
statements.  Also confirm that you will f ile financial statements to reflect the
acquisition as required by Regulation S-X.

Closing Comments

 As appropriate, please amend your regist ration 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 cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain th at the filing includes all information required
under the Securities Act of 1933 and that they have provide d all information investors
require for an informed investment 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.             Notwithstanding our comments, in the event 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 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 staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement 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.

Mr. Thomas McNeill
Dinewise, Inc. May 23, 2008 Page 3   We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te 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 acce leration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ade quate 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.
   Please contact Donna Levy at (202) 551-3292 or, in her absence, Timothy S.
Levenberg, Special Counsel, at (202) 551-3707 with any questions.

Sincerely,

  H. Roger Schwall Assistant Director
  cc: Michael Shef, Esq. (v ia facsimile—212-704-6288)
D. Levy  T. Levenberg

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

October 10, 2006

Thomas McNeill, Vice President and Chief Financial Officer
Simplagene USA, Inc.
500 Bi-County Boulevard
Suite 400
Farmingdale, NY 11735-3940

Re: Simplagene USA, Inc.
  Registration Statement on Form SB-2
Filed August 11, 2006
  File No. 333-136512

Dear Mr. McNeill:

We have reviewed your letter dated September 26, 2006 and have the following
comments.  Where indicated, we think you s hould 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 unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view 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.

Thomas McNeill
Simplagene USA, Inc.
October 10, 2006 Page 2

Form 10-KSB for the year ended August 31, 2005

Controls and Procedures, page 9

1. We have considered your responses to prior comments 6 and 7.  We appreciate
your situation; however, we cannot concur with your position and the proposed
course of action.  Please comply with prior comments 6 and 7.  Also revise to
disclose that Mr. Laughlin is no long er employed by you and that since his
departure he has been replaced.  Finally, provide new certifica tions that include
all of the representations set forth in Item 601(b)(31), except for representation
(4)(c).

* * * * *

Closing Comments

As appropriate, please amend your regist ration 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 cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment 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.

 Notwithstanding our comments, in the ev ent 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 purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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

Thomas McNeill
Simplagene USA, Inc.
October 10, 2006 Page 3

‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement 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 th e fact that those reque sting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te 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 acce leration of the effective date.
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.

Please contact Carmen Moncada-Terry at  (202) 551-3687 or, in her absence, the
undersigned, at (202) 551- 3740 with any questions.

 Sincerely,

     H. Roger Schwall
Assistant Director

cc:  C. Moncada-Terry

 VIA FACSIMILE

 Michael Shef
Troutman Sanders LLP
212-704-5974

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      September 8, 2006

Thomas McNeill, Vice President and Chief Financial Officer
Simplagene USA, Inc.
500 Bi-County Boulevard
Suite 400
Farmingdale, NY 11735-3940

      Re:	Simplagene USA, Inc.
		Registration Statement on Form SB-2
      Filed August 11, 2006
		File No. 333-136512

Dear Mr. McNeill:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

      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.

Form SB-2 filed August 11, 2006

Generally

1. Given the nature and size of the transaction being registered,
advise the staff of the company`s basis for determining that the
transaction is appropriately characterized as a transaction that
is
eligible to be made on a shelf basis under Rule 415(a)(1)(i).

2. Please remove the following statement, "NCPH has been
recognized as
a leader in the Home Mean Replacement markets for consumers
nationwide.  We are leading multi-channel direct to consumer
retailer
of branded, prepared, premium quality frozen proteins...," and any
other similar statements, unless you can provide objective third
party
support for such representations.

Selling Shareholders, page 34

3. Expand the Selling Shareholders table to include the natural
persons with power to vote or to dispose of the securities offered
for
resale by the entities that are listed as selling stockholders.
If
more than one holder is listed as beneficial owner for the same
securities, include explanatory text or footnotes.  See
Interpretation
4S of the Regulation S-K portion of the March 1999 supplement to
the
CF telephone interpretation manual.

4. Identify as underwriters all selling shareholders who are
registered broker-dealers, unless any such registered broker-
dealers
received such shares as compensation for investment banking
services.
Identify as underwriters all affiliates of registered broker-
dealers
that are listed as selling shareholders unless you can confirm to
us
that each (1) purchased its securities in the ordinary course of
business and (2) at the time of purchase, had no agreements or
understandings, directly or indirectly, with any party to
distribute
the securities.

Report of Independent Registered Public Accounting Firm, page F-2

5. Please provide a signed accountant report.  See Rule 2-02(a) of
Regulation S-X.

Form 10-KSB for the period ended August 31, 2006

6. Please adhere to the period requirements of Form 10-QSB.  In
this
regard, we note that the information under Controls and Procedures
and
Other Information does not appear to cover the required periods.

7. We note the statement that "[t]here have been no significant
changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date we
carried out the evaluation."  Please revise to conform to Item
308(c)
of Regulation S-B.   Disclose any change in your internal controls
that occurred during the last fiscal quarter that materially
affected,
or is reasonably likely to materially affect, your internal
controls
over financial reporting.

* * * * *

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 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 filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment 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.

	Notwithstanding our comments, in the event 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 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 staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
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 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.

      Please contact Carmen Moncada-Terry at (202) 551-3687 or, in
her
absence, the undersigned, at (202) 551-3740 with any questions.

      					Sincerely,

      					H. Roger Schwall
      Assistant Director

cc: 	C. Moncada-Terry

	VIA FACSIMILE

	Michael Shef
      Troutman Sanders LLP
      212-704-5974
Thomas McNeill
Simplagene USA, Inc.
September 8, 2006
Page 2

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

DINEWISE, INC.
500 Bi-County
Boulevard, Suite 400
Farmingdale, New York
11735

November 3, 2006

Via EDGAR Correspondence

United States Securities
and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C.
20549-7010
Attn: Mr. H. Roger Schwall
          Assistant
Director

          Re:
Form SB-2 For Dinewise, Inc. (File No. 333- 136512)

Dear Mr. Schwall:

        Pursuant
to Rule 461 of the Securities Act of 1933, the undersigned registrant under the
above-referenced registration statement hereby requests acceleration of the effective date
of the registration statement to November 7, 2006, at 10:00 a.m., New York time. Please
notify the undersigned or Rosemarie Robinson, Esq. by phone at (212) 704-6327 or by fax at
(212) 704-5943 of the date and time that the registration statement has been declared
effective.

        To
facilitate the acceleration of the effective date of the registration statement, the
Company, pursuant to a letter from the Securities and Exchange Commission (the
“Commission”) dated October 10, 2006, acknowledges that:

•

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

•

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

•

the
Company may not assert staff comments and the declaration of effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

Very
truly yours,

DINEWISE,
INC.

By: /s/ Thomas McNeill

       Name: Thomas McNeill

       Title:   Chief Financial
Officer

CORRESP
1
filename1.htm

September 26, 2006

Mr. H. Rodger Schwall

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

Simplagene USA, Inc.

Registration Statement on Form SB-2

Filed August 11, 2006

File No. 333-136512

Dear Mr. Schwall:

        On
behalf of Dinewise, Inc., formerly Simplagene USA Inc. (the “Company”),
set forth herein are the Company’s responses to the comments contained in the comment
letter of the Staff of the Securities and Exchange Commission (the
“Commission”), dated September 8, 2006, with respect to the
Company’s Registration Statement on Form SB-2 (the “Form SB-2”),
filed with the Commission on August 11, 2006 and Annual Report on Form 10-KSB for the
fiscal year ended August 31, 2005 (the “Form 10-KSB”), filed with the
Commission on December 14, 2005. As discussed with Ms. Carmen Moncada-Terry on Thursday,
September 21, 2006, the Company will file an amendment to the Form S-B2 (the “Form
SB-2/A”) after we receive the Staff’s response to this letter.

        All
responses provided herein are based solely on information provided by the Company.

        For your
convenience, we have reprinted the Staff’s written comments below prior to the
Company’s responses.

Mr. H. Rodger Schwall

September 26, 2006

Page 2

Form SB-2 filed August
11, 2006

Generally

          1.

          Given the nature and size of the transaction being registered, advise the
          staff of the company’s basis for determining that  the transaction
          is appropriately characterized as a transaction that is eligible to be made on a
          shelf basis under Rule  415(a)(1)(i).

        The
Company respectfully submits that, for the reasons set forth below, all of the 38,949,300
shares listed in the Form SB-2 should be eligible for a shelf registration.

        The
shares being registered fall into several categories:

        Craig
Laughlin, the former president of the Company, owns 900,000 shares and was granted
registration rights under a registration rights agreement.

        Crusader
Securities, Inc. (“Crusader”) and 21st Century Associates, LLC
(“21st Century”) received an aggregate of 2,250,000 shares for
services rendered in connection with the reverse merger of Colorado Prime Holdings, Inc.
(“Colorado Prime”) into the Company and the financing thereof and such
shares are also being registered pursuant to a registration rights agreement.

        Dutchess
Private Equities Fund, L.P. and Dutchess Private Equities Fund, II, L.P. (collectively
“Dutchess”) agreed to purchase $5,000,000 of convertible debentures and
warrants. The Company seeks to register 10 million shares potentially issuable upon
conversion of such debentures and/or exercise of such warrants. Such shares are also being
registered pursuant to a registration rights agreement.

        The
balance of the shares sought to be registered (25,799,300) are owned by persons who were
shareholders of Colorado Prime at the time of its merger with the Company.

        Rule
415(a)(1)(i) states that a shelf registration may not be used by the registrant, a
subsidiary of the registrant or a person of which a registrant is a subsidiary. The shares
proposed to be registered for sale are all owned by shareholders of the Company or holders
of convertible securities of the Company. The Staff has orally questioned the sheer volume
of the number of shares being registered. In this regard, we point out that 25,799,300 of
the 38,949,300 shares sought to be registered were owned by shareholders of Colorado Prime
prior to its

Mr. H. Rodger Schwall

September 26, 2006

Page 3

merger
with the Company. Some of the Company’s institutional shareholders expected to be
able to resell their shares in the ordinary course under Rule 144 or, if and when
available, Rule 144(k) after the surviving corporation registered its shares under Section
12 of the Securities Exchange Act of 1934, as amended. However, we advised the new
officers of the Company that this would not be permissible because of the Staff’s
Worm letter which effectively precludes any former shareholder of Colorado Prime and the
pre-merger management of the Company (Mr. Laughlin) from selling their shares under an
exemption and thus would require that their shares be registered for resale.

        We
also note specifically that the Staff has raised questions with regard to two of the
selling shareholders, MacKay Shields, Inc. which beneficially owns 38.5% of the
Company’s common stock and Dutchess which may be deemed to beneficially own 25% of
the Company’s common stock (based on the Company’s good faith estimate of the
number of shares which Dutchess might acquire upon the conversion of debentures and
exercise of warrants. Although MacKay Shields is the largest shareholder of the Company,
no officer or director of the Company is affiliated with it. Dutchess is limited by
agreement to owning 4.99% of the shares of the Company at any time and thus can never be
deemed a controlling person by virtue of its shareholdings. In addition, no officer or
director of the Company is affiliated with it.

        The
term “subsidiary” of a person defined in Rule 12b-3 as an affiliate controlled
by such person. We point out in this regard that the Company is clearly not a subsidiary
of Dutchess as Dutchess owns no shares of the Company, cannot own more than 4.99% of its
shares at any given time and has no relationship with its officers or directors. MacKay
Shields, Inc., because of its share ownership, may arguably be deemed a controlling
person, but in fact does not exercise control because no person affiliated with it is an
officer or director of the Company.

        We
believe that the Staff should therefore permit the registration for resale of all the
shares included in the registration statement. If, however, the Staff position is that the
registrant is a subsidiary of MacKay Shields, Inc. and therefore shares owned by MacKay
Shields, Inc. cannot be included in a shelf registration, the Company respectfully
requests that rather than incurring the cost of a separate registration statement for
MacKay Shields, Inc., when, as and if McKay Shields, Inc. wishes to sell shares, the Staff
permit the inclusion of some of the shares owned by it to enable it to sell at least the
minimum number of shares it could have sold over a two year period if Rule 144 had been
available to it.

Mr. H. Rodger Schwall

September 26, 2006

Page 4

          2.

          Please remove the following statement, “NCPH has been recognized as a
          leader in the Home Mean Replacement markets for  consumers nationwide. We
          are leading multi-channel direct to consumer retailer of branded, prepared,
          premium quality frozen  proteins….” and any other similar
          statements, unless you can provide objective third party support for such
          representations.

        The
Company will revise the Form SB-2/A to remove the first statement that reads “NCPH
has been recognized as a leader in the Home Meal Replacement market for consumers
nationwide” and delete the word “leading” from the second statement that
will read “We are a multi-channel direct to consumer retailer of branded, prepared,
premium quality frozen proteins (such as beef, chicken, pork, fish), meats, soups,
appetizers and desserts.” The Company will also make revisions to similar statements
throughout the Form SB-2/A.

      Selling
Shareholders, page 34

          3.

          Expand the Selling Shareholders table to include the natural persons with
          power to vote or to dispose of the securities  offered for resale by the
          entities that are listed as selling stockholders. If more than one holder is
          listed as beneficial  owner for the same securities, include explanatory
          text or footnotes. See Interpretation 4S of the Regulation S-K portion
          of the March 1999 supplement to the CF telephone interpretation manual.

        The
Company will revise the “Selling Shareholders” table of the Form SB-2/A in
response to this comment.

          4.

          Identify as underwriters all selling shareholders who are registered
          broker-dealers, unless any such registered  broker-dealers received such
          shares as compensation for investment banking services. Identify as underwriters
          all  affiliates of registered broker-dealers that are listed as selling
          shareholders unless you can confirm to us that each (1)  purchased its
          securities in the ordinary course of business and (2) at the time of purchase,
          had no agreements or  understandings, directly or indirectly, with any
          party to distribute the securities.

        The
Company will revise the “Selling Shareholders” table of the Form SB-2/A in
response to this comment or will confirm to the Staff that no revision is needed
specifying the applicable reasons identified above.

Mr. H. Rodger Schwall

September 26, 2006

Page 5

Report of Independent
Registered Public Accounting Firm, page F-2

     5.
          Please provide a signed accountant report. See Rule 2-02(a) of
          Regulation S-X.

        The
Company will provide the signed accountant report in the Form SB-2/A.

Form 10-KSB for the
period ended August 31, 2006

          6.

          Please adhere to the period requirements of Form 10-QSB. In this regard, we
          note that the information under Controls and  Procedures and Other
          Information does not appear to cover the required periods.

        At
the closing of the merger with Colorado Prime, the Company changed its fiscal year, which
was previously August 31, to the fiscal year used by Colorado Prime. Thus, the
Company’s fiscal year now ends on the last Sunday in December. The Company’s
most recent Form 10-QSB, filed with the Commission on August 16, 2006 (the “Form
10-QSB”), gave effect to the Company’s change in fiscal year.

        Any
amendment to the Form 10-KSB would require the Company to provide new certifications
pursuant to Rule 13(a)-14(a) and Section 906 of the Sarbanes-Oxley Act of 2002 (the
“Certifications”). Mr. Craig Laughin, who originally reviewed the Form
10-KSB and provided the Certifications, is no longer employed by the Company. Since the
Company’s current principal executive officer and principal financial officer did not
review the Form 10-KSB, it would be inappropriate to require them to provide the required
Certifications for an amended Form 10-KSB.

        The
Company will comply with this comment in all future filings. For this reason and the
reason set forth above, the Company requests that the Staff not require the Company to
amend the Form 10-KSB.

          7.

          We note that statement that “[t]here have been no significant changes in
          our internal controls or in other factors that  could significantly
          affect internal controls subsequent to the date we carried out the
          evaluation.” Please review to  conform to Item 308(c) of Regulation
          S-B. Disclose any change in your internal controls that occurred during the last
           fiscal quarter that materially affected, or is reasonably likely to
          materially affect, your internal controls over financial  reporting.

Mr. H. Rodger Schwall

September 26, 2006

Page 6

        The
Company has complied with Item 308(c) of Regulation S-B in the Form 10-QSB, which reads
“There have been no changes in the Company’s internal control over financial
reporting during the most recent quarter that have materially affected, or are
reasonably likely to materially affect, the Company’s internal control over financial
 reporting.” The Company will continue to use this language in its future
filings, where applicable. For this reason and the reason set forth in the second
paragraph of the response to comment No. 6, the Company requests that the Staff not
require the Company to amend the Form 10-KSB.

        Please
do not hesitate to call me with any questions at (212) 704-6140.

     Very truly yours,

/s/ Michael J. Shef

Michael J. Shef

cc:

Ms.
Carmen Moncada-Terry

U.S. Securities and Exchange Commission

Mr. Thomas McNeill

Dinewise, Inc.