SUIGSUI Group

Please expand your disclosure to describe your plan of operations for the next twelve months by describing the source of capital for your acquisition of SUI, including disclosure related when you intend to purchase SUI with the proceeds from the PIPE Offering, so that investors understand your plans to increase your holdings of SUI and your plans to continue your short term lending business line.

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In addition, please revise to describe the plans that you have related to diversifying your product offerings, including a description of such product offerings, a timeline of the development of such products, the estimated costs of developing these products, the sources of capital and any challenges you may experience related to the development of these products. In this regard, we note your Strategic Advisor Agreement with Karatage related to the development of such products.

The disclosure on pages

4 and 19 has been revised in response to the Staff’s comments. Read in the reply ↗

Please disclose whether you currently use or have plans to use SUI as collateral for loans. To the extent that you have collateralized your holdings of SUI, please disclose the percentage of SUI that is currently used as collateral. In addition, please disclose as to whether you stake or intend to stake SUI.

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To the extent that you do, please revise to provide a materially complete description of your staking policy and your staking program, including disclosure regarding the percentage of SUI you stake or intend to stake. Please revise to describe whether you intend to generate income with your SUI holdings, and, if so, please describe your policies and procedures related to doing so. In this regard, we note that you have signed an Asset Management Agreement with Galaxy Digital Capital Management LP to manage the first $750 million of your SUI and at least 50% of your SUI in excess of $750 million. We also note that SUI purchased pursuant to your Digital Asset Purchase and Sale Agreement with the Foundation Investor will be subject to transfer restrictions for a period of two years following the purchase. Please revise to disclose the percentage of your SUI holdings that are subject to the two year transfer restrictions and how these restrictions will impact your ability to use and monetize your SUI holdings, and add risk factor disclosure as appropriate.

The disclosure on page

19 has been revised in response to the Staff’s comments. Read in the reply ↗

Please expand your disclosure to describe the policies and procedures you have in place or intend to adopt that govern when you exchange cash for SUI and when you monetize your SUI, and disclose whether you have policies or will establish policies governing the percentage of your treasury holdings that will be SUI. Also disclose the percentage of your treasury that is currently invested in SUI.

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In addition, please disclose whether you intend to hedge your SUI exposure, and, if so, please describe your hedging strategy.

The disclosure on page

20 has been revised in response to the Staff’s comments. Read in the reply ↗

Please describe the anti-money laundering (AML), know-your-customer (KML) and other procedures you conduct or plan to conduct to mitigate transaction risk, including whether a transaction counterparty is subject to sanctions and is otherwise in compliance with applicable laws and regulations.

The disclosure on page

12 has been revised in response to the Staff’s comments. Read in the reply ↗

Please revise to disclose your policies related to air drops, incidental rights and hard forks, and add risk factors related to such policies as necessary.

The disclosure on page Read in the reply ↗

Please revise to identify the custodians that custody your SUI holdings, describe the material terms of your agreements with the custodians, including the term, termination provisions, whether your assets are held in segregated accounts, the identity of entities that have access to the SUI, whether any entity is responsible for verifying the existence of the SUI and the insurance coverage of your SUI holdings that

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the custodians provide. Also, revise your disclosure to address where your third-party custodians are chartered and how they are regulated, and include the agreements with your third-party custodians as exhibits to your registration statement.

The disclosure on pages 19 and 21-22 has been revised in response to the Staff’s comments. The Custodial Services Agreement with BitGo is filed as Exhibit 10.22 to Amendment No. 1. Read in the reply ↗

Please revise to disclose whether you have any agreements with counterparties related to purchase and sales of SUI, and, if so, please identify the counterparties and disclose the material terms of your agreements with your counterparties.

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Please add a section to your registration statement that includes a materially complete description of SUI and the SUI blockchain, including, for example, a description of the lifecycle of SUI, the use case of SUI, including its purpose, use and/or functions, 8. the marketcap of SUI, the circulating supply of SUI, the maximum supply of SUI, a description of the vesting schedule of SUI, the average volume of SUI and the launch date of SUI and the SUI blockchain and the role of the Sui Foundation in the governance of SUI. In addition, please include risk factor disclosure addressing the characteristics of SUI related to liquidity, including how fiat currency may be exchanged for SUI and how SUI may be exchanged for fiat currency. Prospectus Summary, page 1 9. We note your disclosure on page 1 that you have an official relationship with the Sui Foundation. Please revise to describe your relationship with the Sui Foundation and clarify what you mean by your disclosure on page 4 that your position as a public company "with an official Sui Foundation relationship proves us institutional-grade exposure to the SUI blockchain." In addition, please revise to describe the material terms of the Digital Asset Purchase and Sale Agreement with the Foundation Investor so that investors understand the amount of SUI you have agreed to purchase pursuant to the agreement. Risk Factors, page 7 10. Please add additional risk factors that further address potential impacts to the price of SUI such as competition from other crypto assets and the lack of adoption of SUI. Risks Related to This Offering and Ownership of Our Common Stock Our financial results and the market price of our Common Stock may be affected by the prices of SUI, page 7 11. Please expand this risk factor to provide quantitative information that demonstrates the volatility of SUI or provide a cross-reference to where you address the volatility of SUI. In addition, you state that SUI is relatively novel. Please revise to disclose the date that SUI was publicly launched. Our SUI holdings are less liquid than our existing cash and cash equivalents, page 9 12. We note your disclosure regarding the "susceptibility to market abuse and manipulation," internal control failures at exchanges, risks related to custodians and trade execution partners, risks related to the inability to enter into term loans or other capital raising transactions collateralized by your SUI. Please revise to expand your risk factors section to include separately captioned risk factors that address each of the risks listed in this risk factor. In addition, please address the risks of attacks due to the level of concentration of SUI ownership such as the possibility of a SUI owner obtaining control over the SUI network, the risks of hard forks, front-running and wash-trading, the risks related to the bankruptcy or insolvency of your custodian, the risk that your anti-money laundering (AML), know-your-customer (KML) and other due diligence procedures you conduct may fail to prevent transactions with a sanctioned entity and the impact if such a transaction occurs. For each of your risk factors, please use specific examples to demonstrate the risks described in each. Exhibits and Financial Statement Schedules, page 42 13. We note that you marked Exhibit 10.6 as having portions omitted in compliance with Regulation S-K Item 601(b)(10)(ix). Please revise to include a prominent statement on the first page of the redacted exhibit that certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.

The disclosure on pages

4-5 and 21 has been revised in response to the Staff’s comments. Read in the reply ↗

Please disclose whether you currently use or have plans to use SUI as collateral for loans. To the extent that you have collateralized your holdings of SUI, please disclose the percentage of SUI that is currently used as collateral. In addition, please disclose as to whether you stake or intend to stake SUI.

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To the extent that you do, please revise to provide a materially complete description of your staking policy and your staking program, including disclosure regarding the percentage of SUI you stake or intend to stake. Please revise to describe whether you intend to generate income with your SUI holdings, and, if so, please describe your policies and procedures related to doing so. In this regard, we note that you have signed an Asset Management Agreement with Galaxy Digital Capital Management LP to manage the first $750 million of your SUI and at least 50% of your SUI in excess of $750 million. We also note that SUI purchased pursuant to your Digital Asset Purchase and Sale Agreement with the Foundation Investor will be subject to transfer restrictions for a period of two years following the purchase. Please revise to disclose the percentage of your SUI holdings that are subject to the two year transfer restrictions and how these restrictions will impact your ability to use and monetize your SUI holdings, and add risk factor disclosure as appropriate.

The disclosure on page

31 has been revised in response to the Staff’s comments. Read in the reply ↗

Please expand your disclosure to describe the policies and procedures you have in place or intend to adopt that govern when you exchange cash for SUI and when you monetize your SUI, and disclose whether you have policies or will establish policies governing the percentage of your treasury holdings that will be SUI. Also disclose the percentage of your treasury that is currently invested in SUI.

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In addition, please disclose whether you intend to hedge your SUI exposure, and, if so, please describe your hedging strategy.

The disclosure on page

32 has been revised in response to the Staff’s comments. Read in the reply ↗

Please describe the anti-money laundering (AML), know-your-customer (KML) and other procedures you conduct or plan to conduct to mitigate transaction risk, including whether a transaction counterparty is subject to sanctions and is otherwise in compliance with applicable laws and regulations.

The disclosure on page

15 has been revised in response to the Staff’s comments. Read in the reply ↗

Please revise to disclose your policies related to air drops, incidental rights and hard forks, and add risk factors related to such policies as necessary.

The disclosure on page

20 has been revised in response to the Staff’s comments. Read in the reply ↗

Please revise to identify the custodians that custody your SUI holdings, describe the material terms of your agreements with the custodians, including the term, termination provisions, whether your assets are held in segregated accounts, the identity of entities that have access to the SUI, whether any entity is responsible for verifying the existence of the SUI and the insurance coverage of your SUI holdings that

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the custodians provide. Also, revise your disclosure to address where your third-party custodians are chartered and how they are regulated, and include the agreements with your third-party custodians as exhibits to your registration statement.

The disclosure on pages 32 and 33-34 has been revised in response to the Staff’s comments. The Custodial Services Agreement with BitGo is filed as Exhibit 10.22 to Amendment No. 1. Read in the reply ↗

Please revise to disclose whether you have any agreements with counterparties related to purchase and sales of SUI, and, if so, please identify the counterparties and disclose the material terms of your agreements with your counterparties.

The disclosure on pages

4-5 and 33 has been revised in response to the Staff’s comments. Read in the reply ↗

Please add a section to your registration statement that includes a materially complete description of SUI and the SUI blockchain, including, for example, a description of the lifecycle of SUI, the use case of SUI, including its purpose, use and/or functions, the marketcap of SUI, the circulating supply of SUI, the maximum supply of SUI, a description of the vesting schedule of SUI, the average volume of SUI and the

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launch date of SUI and the SUI blockchain and the role of the Sui Foundation in the governance of SUI. In addition, please include risk factor disclosure addressing the characteristics of SUI related to liquidity, including how fiat currency may be exchanged for SUI and how SUI may be exchanged for fiat currency.

The disclosure on pages 31-42 has been revised in response to the Staff’s comments. Read in the reply ↗

We note your disclosure on page 3 that you have a relationship with the Sui Foundation and acquire SUI through market purchases and from the Sui Foundation. Please revise to describe your relationship with the Sui Foundation and clarify what you mean by your disclosure on page 5 that your position as a public company "with an official Sui Foundation relationship proves us institutional-grade exposure to the SUI

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blockchain." In addition, please revise to describe the material terms of the Digital Asset Purchase and Sale Agreement with the Foundation Investor so that investors understand the amount of SUI you have agreed to purchase pursuant to the agreement.

The disclosure on pages 1, 4, 31, and 39 has been revised in response to the Staff’s comments. Read in the reply ↗

Please expand this risk factor to provide quantitative information that demonstrates the volatility of SUI or provide a cross-reference to where you address the volatility of SUI. In addition, you state that SUI is relatively novel. Please revise to disclose the date that SUI was publicly launched.

The disclosure on pages

11 and 12-13 has been revised in response to the Staff’s comments. Read in the reply ↗

We note your disclosure regarding the "susceptibility to market abuse and manipulation," internal control failures at exchanges, risks related to custodians and trade execution partners, and risks related to the inability to enter into term loans or other capital raising transactions collateralized by your SUI.

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Please revise to expand your risk factors section to include separately captioned risk factors that address each of the risks listed in this risk factor. In addition, please address the risks of attacks due to the level of concentration of SUI ownership such as the possibility of a SUI owner obtaining control over the SUI network, the risks of hard forks, front-running and wash-trading, the risks related to the bankruptcy or insolvency of your custodian, the risk that your anti-money laundering (AML), know-your-customer (KML) and other due diligence procedures you conduct may fail to prevent transactions with a sanctioned entity and the impact if such a transaction occurs. For each of your risk factors, please use specific examples to demonstrate the risks described in each.

The disclosure on pages

14-17 has been revised in response to the Staff’s comments. Read in the reply ↗

We note that you marked Exhibit 10.6 as having portions omitted in compliance with Regulation S-K Item 601(b)(10)(ix). Please revise to include a prominent statement on the first page of the redacted exhibit that certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.

Exhibit 10.6 has been refiled with the inclusion of the prominent statement on the first page of the redacted exhibit that certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. Read in the reply ↗

Refer to your response to prior comment 2. Please disclose whether you have received the Sui Foundation's approval to stake the SUI purchased pursuant to the Digital Asset Purchase and Sale Agreement, and, to the extent that you have begun to stake SUI, please disclose the percentage of your SUI holdings that are currently staked. Please also disclose the percentage you plan to stake going forward.

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In addition, please disclose the identities of your Staking Service Providers, disclose the material terms of your agreements with the Staking Service Providers, and include the agreements as exhibits to your registration statement if required by Item 601 of Regulation S-K. In addition, with a view towards revised disclosure, please tell us how you estimate that you will earn approximately 2.2% of the amount of staked SUI per year if "[t]he amount of SUI [you] receive as reward for [your] staking activity can vary significantly." Also disclose the unbonding period of your staked SUI and address the risks of liquidity if 81% of your treasury holdings are invested in SUI and 100% of your SUI holdings are staked.

The disclosure on pages

13 and 19 of the Amendment has been revised in response to the Staff’s comments. As disclosed in the Amendment, the Company’s only staking service provider is Galaxy Digital Capital Management LP. The Company’s Asset Management Agreement, dated July 27,

2025, was previously filed with the Registration Statement as Exhibit 10.5.

The SUI, SUI Markets and Regulation of SUI, Read in the reply ↗

We note your revised disclosure in response to prior comment 8. Please revise to disclose the current unlocked supply of SUI and the schedule related to unlocking the remaining supply. In addition, please revise to disclose the range of gas fees required for transfers on the SUI network.

The disclosure on page

25 of the Amendment has been revised in response to the Staff’s comments. Read in the reply ↗

We note your revised disclosure on pages 4 and 33 in response to prior comment 9. Please expand your description of the Digital Asset Purchase and Sale Agreement to disclose the amount of SUI you agreed to purchase from the Sui Foundation, a definition of the Closing Date, the term of the agreement, the termination provisions of the agreement and a description of the preemptive rights to purchase additional SUI

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tokens for a two year period after the Closing Date. The SUI Strategy, page 31 Refer to your response to prior comment 2. Please disclose whether you have received the Sui Foundation's approval to stake the SUI purchased pursuant to the Digital Asset 2. Purchase and Sale Agreement, and, to the extent that you have begun to stake SUI, please disclose the percentage of your SUI holdings that are currently staked. Please also disclose the percentage you plan to stake going forward. In addition, please disclose the identities of your Staking Service Providers, disclose the material terms of your agreements with the Staking Service Providers, and include the agreements as exhibits to your registration statement if required by Item 601 of Regulation S-K. In addition, with a view towards revised disclosure, please tell us how you estimate that you will earn approximately 2.2% of the amount of staked SUI per year if "[t]he amount of SUI [you] receive as reward for [your] staking activity can vary significantly." Also disclose the unbonding period of your staked SUI and address the risks of liquidity if 81% of your treasury holdings are invested in SUI and 100% of your SUI holdings are staked. SUI, SUI Markets and Regulation of SUI, page 34 3. We note your revised disclosure in response to prior comment 8. Please revise to disclose the current unlocked supply of SUI and the schedule related to unlocking the remaining supply. In addition, please revise to disclose the range of gas fees required for transfers on the SUI network.

The disclosure on pages

4 and 33 of the Amendment has been revised in response to the Staff’s comments. Read in the reply ↗

We note your independent accountants, Virchow, Krause & Company, LLP, (“Virchow”) do not appear to be registered with the Public Company Accounting Oversight Board (“PCAOB”) nor does it appear Virchow has applied for registration with the PCAOB. Section 102 of the Sarbanes-Oxley Act of 2002 makes it unlawful after October 22, 2003 for any person that is not a registered public accounting firm (i.e.

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registered with the PCAOB) to prepare or issue, or to participate in the preparation or issuance of, any audit report (or review report) with respect to any issuer. You must engage a new accountant that is a publicly registered accounting firm to perform review or audit work for the company.

Our independent accountants, Baker Tilly Virchow Krause, LLP (formerly known as

Virchow, Krause & Company, LLP at the time of the filing of the Form 10-K for Poker Magic, Inc.) is registered with the PCAOB. The firm changed their name effective June 1, 2009 with the name listing on the PCAOB website for registered firms updated on June 25, 2009.

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The PCAOB’s recognition of the name change can be found on the PCAOB website under “Name Changes of

Registered Public Accounting Firms” which shows the “Current Name” as Baker

Tilly Virchow Krause, LLP with the corresponding “Previous Name” of Virchow,

Krause & Company, LLP. The firm’s inspection report, issued June

14, 2007, from the 2006 PCAOB inspection, is also available on the PCAOB website.

Read in the reply ↗

To the extent Virchow is registered with the PCAOB (or registered under a different name), please advise and have them provide us with supporting documentation as to their registration with the PCAOB. To the extent Virchow is not registered with the PCAOB or were not registered at the time you filed your December 31, 2008 Annual Report on Form 10-K and March 31, 2009 and June 30, 2009 Quarterly Reports on Form 10-Q,

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such financial statements are not acceptable in filings with us and are considered to be materially deficient. The financial statements in these filings will need to be re-audited (with respect to the Form 10-K) and re-reviewed (with respect to the Forms 10-Q) by a PCAOBregistered independent public accounting firm and re-filed in amendments to the 30, 2009 Quarterly Reports on Form 10-Q. Please advise and file the requested amendments as soon as practicable. We may have further comment after review of your response.

Please see the Company’s response to Comment 1. Read in the reply ↗

Please file an Item 4.01 Form 8-K after you have engaged new accountants that are registered with the PCAOB. Provide all of the disclosures required by Item 304(a)(1) of Regulation S-K regarding the period of engagement of Virchow, Krause & Company, LLP which should include an Exhibit 16 letter from Virchow, Krause & Company, LLP.

Please Read in the reply ↗

Also, if and when you engage new accountants, please report the engagement in an Item 4.01 Form 8-K and comply with the requirements of Regulation S-K Item 304(a)(2). In making any disclosures about consultations with your new accountants, please ensure you disclose any consultations up through the date of engagement.

Please Read in the reply ↗

See the paragraph discussion that begins with “Shares issued to our executive management personnel…” For the aggregated amounts listed in the first and second sentences for the years ended December 31, 2008 and 2007, please tell us how each of these amounts reconcile with the individual line item amounts for the line items “Consulting Expenses” and “Executive Management Compensation” shown in the table on page 13.

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For the amounts listed in the third sentence, please disclose and also tell us where the expense is reflected in the table on page 13.

13. Response: The expense related to executive management personnel and consultants of $69,879 and

$105,171 for the years ended December 31, 2008 and 2007 are included in the various expense categories noted in the table along with other expenses not considered material to specifically disclose and will not reconcile to an exact line in the table. The detail of the amounts in this MD&A paragraph does reconcile to the Company’s cash flow statement. Management disclosed this information separately for transparency to the investors.

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Executive management compensation for

2008 in the amount of $56,000 includes $10,000 for value of shares issued for services, $8,000 of cash paid, and $38,000 of contributed capital for value of services rendered. All expenses described in this paragraph are included in operating expenses on the statement of operations.

Read in the reply ↗

Please revise the third sentence to clarify that your independent registered public accountants, because of the factors disclosed, among others, have issued a going concern opinion that raises substantial doubt about your ability to continue as a going concern.

We note your comment and, because (i) the existing disclosure already indicates that there is substantial doubt about our ability to continue as a going concern and

(ii) the report of the auditor contained in the same report plainly contains a going concern opinion, we would like to incorporate your suggested revision in future annual report filings. Read in the reply ↗

Please expand the disclosure under this heading to further identify and describe those policies, included within your significant accounting policies at Note 1 to the audited financial statements, that are critical accounting policies according to your definition in the second paragraph under this heading where you indicate those are “policies that represent the more significant judgments and estimates used in the

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preparation of the Company’s financial statements…” The MD&A should disclose those accounting policies that are critical policies where estimates and judgments are used that could have material impact. For example, but not limited to, your more critical accounting policies and estimates could be revenue recognition, impairment of intangible and long-lived assets, and income taxes.

We note your comment and we would like to incorporate your suggestions in future filings. In particular, we would like to include disclosure in substantially the following form:

Our policy for the recognition of revenue is a critical accounting policy. The Company recognizes revenue from sales under a license agreement when the following four criteria are met: (1) there exists persuasive evidence of an arrangement (e.g., a fully executed license agreement); (2) delivery of the Winner’s Pot Poker game, felt and instructions has been made and the licensee thereafter becomes responsible to

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replace such materials in the event of damage or normal wear and tear; (3) the price is fixed or determinable; and (4) the ability of the Company to collect amounts owed is reasonably assured.

policy regarding the determination of impairment of long-lived and intangible assets is another critical accounting policy. In this regard, our management reviews the Company’s long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived or intangible asset may not be recoverable. If indications of impairment are present and the estimated future undiscounted cash flows are less than the carrying value of the asset under scrutiny, the value of that asset will be adjusted appropriately. No impairment indicators were present as of December 31, 2008 or December 31, 2007.

Read in the reply ↗

Refer to the May 28, 2008 transaction of the warrant issuance. Disclose the value assigned to the warrants and how you determined the value. If the warrants were determined to have minimal or no value, please so state; otherwise it is unclear why the value of the warrant has not been reflected in the financial statements. Please advise or revise.

Determination of the value of the warrants is not considered necessary because the warrants were issued to an investor in connection with that investor’s purchase of common stock. The warrants are properly classified as permanent equity and do not have any terms which would require a classification as a liability, nor do they possess any embedded derivative features. Read in the reply ↗

Refer to the paragraph that begins “Based on this assessment…” Please revise the second sentence with respect to the use of the accounting firm, Virchow, Krause & Company, LLP, as such firm does not appear to be registered with the PCAOB, as noted in our comments above.

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In this regard, upon the engagement of new registered independent public accountants, you may choose to revise to state: “This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.” See Item 308T(a)(4) of Regulation S-K.

Please see the Company’s response to Comment 1. In addition, we believe our current disclosure about the absence of an attestation report is in a form substantially similar to that required by Item 308T(a)(4), and is neither misleading nor inaccurate. As such, we would prefer not to amend the

Annual Report to more closely adhere to the language in the Regulation S-K reporting Item. Read in the reply ↗

See note 2 to the table on page 34 regarding the stock awards received in fiscal year 2007. Please clarify whether each officer received 250,000 common shares (for an aggregate of 500,000 common shares valued at $48,000), as shown in the statements of shareholders’ equity and Note 4 to the audited financial statements pertaining to this January 2007 transaction.

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Your current disclosure indicates each officer received 125,000 valued at $24,000 (for an aggregate of 250,000 common shares valued at $48,000). Please revise or advise.

The figures in footnote 2 of the table appear to have been in error since each executive received 250,000 shares having an aggregate value of $24,000 in

January 2007. We have corrected the disclosure in the amended filing. Read in the reply ↗

See paragraph number four where it appears certain disclosure has been inadvertently omitted. Please revise this paragraph to disclose “The registrant’s other certifying officer(s) and I are responsible…(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:” This comment is also

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applicable to your March 31, 2009 and June 30, 2009 Quarterly Reports on Form 10-Q.

We note the inadvertent omission you cite to and have corrected the certifications in all of the amended filings. Read in the reply ↗

Please expand this paragraph to disclose that the interim financial statements “include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.” See Instruction 2 to Rule 8-03 of Regulation S-X.

We will undertake to include the following under the heading “Interim financial information” in our next Quarterly Report on Form 10-Q, and will update this disclosure as appropriate in future filings:

Interim financial information

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States and pursuant to the rules and regulations of the Securities and Exchange Commission (the

“SEC”) for interim financial information.

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Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to such rules and regulations. Operating results for the three and nine months ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31,

2009 or any other period. The accompanying financial statements and related notes should be read in conjunction with the audited Financial Statements of the

Company, and notes thereto, contained in this filing for the year ended December

31, 2008. The financial information furnished in this report is unaudited and reflects all adjustments which are normal recurring adjustments and, which in the opinion of management, are necessary to fairly present the results of the interim periods presented in order to make the financial statements not misleading.

Refer to Note 4 to the financial statements included in the June 30, 2009 Form

10-Q. Please tell us more about the redemption of common stock that occurred in February 2009. Specifically tell us whether the shareholder was a related party or affiliate and whether that individual paid $0.25 per share for the purchase of the stock. In addition, please explain why you elected to redeem these shares for cash given your current liquidity situation. If you were required to redeem the shares, tell us why and whether other shares may be subject to redemption.

Response: The shareholder from whom the shares were redeemed was neither an affiliate of nor a related party to the Company. The Company elected to redeem these shares for cash upon the request of the shareholder. The $0.25 was the original price paid for the redeemed shares. The Company was not obligated under any written or oral agreement or understanding to redeem the shares. The decision to redeem the shares was made primarily on the belief that the Company would be able to obtain sufficient capital for the short-term future of the Company from one or more sources, including affiliates of the Company. The Company was at the time of the redemption, and immediately after the redemption, able to meet its debts as they came due in the ordinary course. There are presently no other shares subject to redemption or under consideration for redemption.

14. Refer to Note 6 to the

10-Q. Please disclose the related party nature of the loan from

Lantern Advisers, LLC. We note this entity is owned equally by your two officers.

Response: Lantern

Advisers, LLC is equally owned by the Company’s CEO and CFO. We propose to appropriately disclose the related-party nature of loans in our future filings.

Read in the reply ↗

Refer to Note 4 to the financial statements included in the June 30, 2009 Form 10- Q. Please tell us more about the redemption of common stock that occurred in February 2009. Specifically tell us whether the shareholder was a related party or affiliate and whether that individual paid $0.25 per share for the purchase of the stock.

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In addition, please explain why you elected to redeem these shares for cash given your current liquidity situation. If you were required to redeem the shares, tell us why and whether other shares may be subject to redemption.

No numbered answer found in the reply. Read the reply ↗

Refer to Note 6 to the financial statements included in the June 30, 2009 Form 10- Q. Please disclose the related party nature of the loan from Lantern Advisers, LLC. We note this entity is owned equally by your two officers.

No numbered answer found in the reply. Read the reply ↗

Notwithstanding the following comments shown below that request future filing disclosure and supplemental information, we note from your response letter to us dated October 12, 2009 that you propose future filing disclosure with respect to our prior comment numbers 6, 7, 12, and 14, and that you will amend the December 31, 2008 Annual Report on Form 10-K and March 31, 2009 and June 30, 2009 Quarterly Reports on

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Forms 10-Q with respect to our prior comments 10 and 11. Please note that we have no additional comments with respect to your response to our prior comments 1 through 4, 9 and 13.

We agree with your characterization, and are submitting amendments to the reports you refer to above. Read in the reply ↗

We have reviewed your response to our prior comment 5. We suggest you expand the narrative disclosure to also reconcile with the amounts shown in the table on page 13 for the line items “Consulting Expenses” and “Executive Management Compensation” as your current discussion of these costs do not appear to be solely included within these two line items but, as the last sentence of your response indicates, spread

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among other line items within the table. In this regard, you may, for example, include the next to the last sentence of your response as it relates to the components of the tabular line item “Executive Management Compensation.” Also, given that the tabular line item “Consulting Expenses” shows amounts substantially lower than the amounts shown in the narrative discussion, we believe it would useful to the reader to reconcile or account for this difference in each period presented. Please revise in future filings.

As you request, we will expand the narrative disclosure in our future quarterly and annual reports to ensure that the amounts discussed in the narrative reconcile with the amounts shown in similar tables.

* * * * requested, on behalf of the Company, the Company acknowledges as follows:

[1] the

Company is responsible for the adequacy and accuracy of the disclosure in the filing;

[2] staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing;

and

[3] the

Company may not assert staff comments as a

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defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United

States.

Read in the reply ↗