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November 23, 2005
VIA COURIER
Mary Beth Breslin
Special Counsel
Division of Corporate Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0405
Re:Global Electronic Recovery Corp. -
Amendment No. 2 to Form SB-2 filed October 24, 2005 File No.333-127143
Dear Ms. Breslin:
This letter accompanies our Form SB-2, Amendment No. 2 and provides the supplemental information requested in your comment letter to us dated November 7, 2005. For ease of reference, we have redlined the changes.
Registration Statement on Form SB-2
- We have revised the heading and body of Risk Factor 6 to clarify the closing date of the offering.
Use of Proceeds
- We shall pay proceeds from the offering to affiliates, including directors and officers, as accrued salary, repayment of debt or otherwise. The previous inconsistency in our disclosure resulted from our misunderstanding of the term affiliate. We have removed the disclosure that we shall not pay proceeds from the offering to affiliates.
Business, page 21
- As requested, we have mailed to you copies of the cited articles and industry reports with the relevant sections highlighted. All information cited is currently in the public domain.
Possible Solutions, page 28
- We have not obtained consent from Hewlett Packard for the cited statistics and have decided to remove the reference from the document.
Page 1
Management's Discussion and Analysis of Financial Condition and Results of Operations, page 33
- We have revised to provide detail concerning the items that contributed to the loss we experienced from inception, consisting primarily of legal and audit fees.
Officers and Directors, page 30
- The reference to 'commitments' to loan money by officers was in reference to written loan agreements. We do not have any written loan agreements from our officers. However, we have reconfirmed with one of our officers, Mr. David O'Neill, and he has advised us that he intends to loan us small amounts of money for operational expenses and start-up costs. We have clarified this in the document.
Exhibit 23
- We have included an accountant's consent.
Closing Comments
In addition to the changes indicated above, we have revised various minor typographical mistakes throughout the document.
Sincerely,
GLOBAL ELECTRONIC RECOVERY CORP.
BY:
/s/ David O'Neill________________
David O'Neill
President
cc: Adelaja Heyliger
Kevin Kuhar
Jay Webb
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