Comment No. 1: We note that you are proposing to register the resale of 3,000,000 shares of common stock underlying stock options held by private investors to purchase shares currently held by E. Gerald Kay and Carl DeSantis. Please provide us with a detailed analysis underlying your conclusion that it is appropriate to register the resale of these shares before the exercise of the option takes place and tell us why it is appropriate generally to register the resale of shares underlying an option not issued by the registrant. Alternatively, please revise your registration statement to remove these shares.

The Company has agreed to register the resale of the 3,000,000 shares underlying the stock options, even though the options were not issued by the Company itself, because it has made a determination that, as a normal part of its growth as a public company, it should develop a more diversified ownership base preferably including institutional investors, and the movement of shares from its two largest shareholders to the public float would be useful in that regard. E. Gerald Kay and Carl DeSantis, the grantors of the stock options, are each currently beneficial owners of more than 15% of the Company’s common stock, and neither is an officer or director of the Company. Therefore, the Company has encouraged Messrs. Kay and DeSantis to make some of their holdings available for purchase by others and has involved the option holders, affiliates of the placement agent in the Company’s recent private offering, to facilitate an efficient distribution of the shares to a variety of other investors particularly including institutional investors.

The staff’s comment also inquired about the timing of registration prior to exercise of the stock options, as opposed to registering following such exercise. Advance registration would permit the Company to achieve its goal of increasing institutional ownership more quickly and efficiently than if the Company were to delay registration until a later date. While the Company does not know whether or not the option holders will exercise and sell or hold some or all of the shares, advance registration gives them the ability to sell at their discretion.

We would note that this advance registration is structurally similar to the common practice of a registration rights agreement in a private offering requiring registration for resale of shares underlying investor warrants prior to exercise of such warrants (of course, this is the scenario with respect to the investor warrants included in the Registration Statement). In each case, registration in advance of exercise provides the holder with the flexibility to be entitled to sell shares promptly following exercise of the option or warrant. The same concept exists with options issued to employees where a Form S-8 permits exercise and public resale.

Registration is also helpful because it will facilitate placing blocks with institutional holders by providing them with freely traded shares. Being able to solicit institutions is, as a practical matter, an important element in broadening institutional ownership. Since the current owners are affiliates, Rule 144’s prohibition on soliciting buyers is an obstacle without registration.

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