September
4, 2007
Securities
and Exchange Commission
100
F
Street, N.E.
Washington,
D.C. 20549
Attention:
H. Yuna Peng, Esq.
Dear
Ms.
Peng:
On
behalf
of the Company, we are hereby enclosing two copies of Amendment No. 3 to
the
Company’s registration statement on Form SB-2 (the “Registration Statement”)
that was filed initially on May 22, 2007.
By
letter
dated August 29, 2007, the staff of the Securities and Exchange Commission
(the
“Staff”) issued comments on Amendment No. 2 to the Registration Statement that
was filed on August 17, 2007. Following are the Company’s responses to the
Staff’s comments. For ease of reference, each response is preceded by the
Staff’s comment.
General
1. We
note your response to our prior comment 3 and revised disclosure on pages
16 and
23. Please file your contract with the Department of Defense as an exhibit
to
your registration statement and describe its material terms in your prospectus.
See Item 610(b)(10) of Regulation S-B. Your description should include the
circumstances under which the additional options will be fully funded such
that
you would deliver 7 additional systems. Alternatively, tell us why you believe
that filing the contract and describing the terms is not required.
The
Company has added disclosure to clarify that the options are exercisable
at the
sole discretion of the U.S. Department of Defense as well as other disclosures.
See pages 16 and 23 of the Registration Statement. The Company has also added
the award as an exhibit to the Registration Statement.
Item
26. Recent Sales of Unregistered Securities, page
II-1.
2. We
note your disclosure in the final paragraph of this Item that you relied
on the
exemption from registration provided by Section 4(2) of the Securities Act
of
1933 in connection with each of the securities issuances listed. For each
issuance, please disclose additional details about the purchasers and other
aspects of the transaction tending to support your reliance on Section
4(2).
The
Company has added disclosures in accordance with the Staff’s
comment.
Please
contact the undersigned at 212-981-6766 with any questions or comments you
may
have with respect to the foregoing.
Very
truly yours,
/s/
Louis
A. Brilleman