EWRX Internet Systems Inc.
4950 Yonge Street, Suite 910
Toronto, Ontario, CANADA M2N 6K1
February 5, 2008
Barbara C. Jacobs, Assistant Director
US Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-7010
| Re: | EWRX Internet Systems Inc. |
| | Amended Registration Statement on Form 10-SB |
| | Filed November 19, 2007 |
| | File No. 0-17963 |
Dear Ms. Jacobs:
We are in receipt of your comment letter dated December 28, 2007 regarding the above referenced filing. As requested in your letter, we provide a response to the questions raised by staff. For convenience, the matter is listed below, followed by the Company’s response.
Form 10-SB Amendment
General
| | l. | The description of the common stock on page 10 continues to disclose information as of December 31, 2005. Please also update. |
| | | |
| | | We have updated the date to disclose the shares outstanding as of February 5, 2008. However, there have been no additional share issuances since December 31, 2005. |
Item 7. Certain Relationships and Transactions, page 9
| | 2. | Please outline the material provisions of your loan amendment with Mr. Wang. Please disclose that the loan from Mr. Wang appears to have earned interest of 16.67% over the first two years. |
| | | |
| | | We have provided additional disclosure regarding the material terms of the loan and that the Loan appears to have earned interest of 16.67% over the first two years. |
Part II
Item 4. Recent Sales of Unregistered Securities, page 11
| | 3. | Disclose the exemption from registration claimed for the issuances to Navitex Canada and the facts that made the exemption available. |
| | | |
| | | We have disclosed that the share issuances made to Navitex Canada Inc. in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended. |
In connection with responding to these comments, the Company acknowledges that:
- it is responsible for the adequacy and accuracy of the disclosure in the filing;
- 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
- the Company may not assert staff comments 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,
EWRX Internet Systems, Inc.
By:
/s/ Jessica Q. Wang
Jessica Q. Wang
President and Chief Executive Officer
