1001 MCKINNEY
18thFLOOR
HOUSTON, TEXAS 77002
FRANKLIN, CARDWELL & JONES
713.222.6025 TELEPHONE
A PROFESSIONAL CORPORATION
713.222.0938 FACSIMILE
INTERNET:
http://www.fcj.com
January 24, 2006
United States Securities and Exchange Commission
Attn: Mr. Derek B. Swanson
Division of Corporate Finance
100 F Street N.E.
Mail Stop 3561
Washington, D.C. 20549
Re: Z Yachts, Inc. Registration Statement on Form SB-2 (File No. 333-127597)
Dear Mr. Swanson:
Pursuant to your telephone request, we are filing with this letter a Pre-effective Amendment No. 3 (“Amendment No. 3”) to the above referenced Registration Statement on Form SB-2 (“the “Registration Statement”), together with a marked copy showing changes in Amendment No. 3 on behalf of Z Yachts, Inc. (the “Company”) to add the undertaking required by Item 512(g) of Regulation S-B. For the convenience of the staff I have forwarded a copy of this letter and the marked copy of Amendment No. 3 to you via e-mail.
We acknowledge that the Company is responsible for the accuracy and adequacy of the disclosures in Amendment No. 3. Please contact the undersigned at (713) 222-6025 if you have any questions regarding the Company’s responses to your comments.
Very truly yours
FRANKLIN, CARDWELL & JONES
/s/ Lawrence E. Wilson
Lawrence E. Wilson
Enclosure
cc:
Z Yachts, Inc.
C:\Documents and Settings\sarfoh\Local Settings\Temporary Internet Files\OLK8B\Response to SEC Comments3_20060124FINAL.doc
