Develocap, Inc.
488 Madison Avenue
New York, NY 10022
November 7, 2008
Terry French
Accountant Branch Chief
Division of Corporate Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Develocap, Inc.
Item 4.01 of Form 8-K
File No.: 0-50613
We are responding to Commission Comment Letter dated September 25, 2008 (as relates to 8-K filed November 15, 2005) acknowledging that:
·
We are responsible for the adequacy and accuracy of the disclosure in 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
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Develocap 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,
DEVELOCAP, INC.
/s/ Stephen B. Schneer
____________________________________
STEPHEN B. SCHNEER, PRESIDENT
GARY B. WOLFF, P.C. |
| |
COUNSELOR AT LAW | 488 Madison Avenue Suite 1100 New York, New York 10022 | |
Tel: (212) 644-6446 Fax: (212) 644-6498 Email:wolffpc@nyc.rr.com | ||
November 6, 2008
Terry French
Accountant Branch Chief
Division of Corporate Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Develocap, Inc.
Item 4.01 of Form 8-K
File No.: 0-50613
Dear Mr. French:
In response to Commission’s Comment Letter dated September 25, 2008 as relates to Form 8-K filed November 15, 2005, please be advised that Develocap has filed necessary amendment to Form 8-K (with Date of Report of July 20, 2005) which Form 8-K/A1 now contains former auditors’ letters as Exhibit c(1) to Item 9.01.
Please be further advised that we are enclosing herewith letter from Develocap acknowledging certain matters set forth in aforesaid September 25, 2008 Comment Letter.
Very truly yours,
/s/ Gary B. Wolff
Gary B. Wolff
Enclosure
