VIA EDGAR AND OVERNIGHT MAIL
Mr. Gopal Daria
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, DC 20549-0308
| Re: | Item 4.01 of Form 8-K |
File No.: 0-51743
Dear Mr. Daria:
We are counsel to m-Wise, Inc. (the “Company”). On behalf of the Company, we respond as follows to the Staff’s comments dated March 3, 2008, relating to the above-captioned Form 8-K filing. Captions and section headings herein will correspond to those set forth in Amendment No. 1 to the current report on Form 8-K/A, a copy of which has been marked with the changes from the current report on Form 8-K, and is attached hereto.
The requested changes to the Form 8-K have been made. Please see Item 4.01 as amended. A new letter from the Company’s former accountants meeting the requirements of Item 304(a)(3) of Regulation S-K has been filed as Exhibit 16.1 of the Form 8-K. The requested statement from the Company has been filed as correspondence with this filing.
If you have any questions regarding Form 8-K/A or this Response Letter, please feel free to contact the undersigned at (212) 752-9700.
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| | | Very truly yours, | |
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| | | /s/ Arthur S. Marcus | |
| | | Arthur S. Marcus, Esq. | |
