RNS SOFTWARE, INC.
2197 West 2nd Avenue, Suite 103
Vancouver, B.C. V6K 1H7
Canada
(604) 789-2410
February 7, 2006
SECURITIES AND EXCHANGE COMMISSION
Division of Corporation Finance
Office of Small Business Review
450 Fifth Street, N.W.
Washington D.C. 20549
Attn:
Jay Mumford
Re:
RNS Software, Inc.
Registration Statement
File #333-129388
Dear Mr. Mumford:
Pursuant to Rule 461 of Regulation C, RNS Software, Inc. ("Company"), hereby requests acceleration of the effective date of the above-referenced registration statement on Form SB-2 to Thursday, February 9, 2006 or as soon as practicable thereafter.
No broker-dealer is participating in the offering, so the offering terms and arrangements were not submitted to the National Association of Securities Dealers, Inc., for its review and approval in the absence of a requirement to do so. With respect to dissemination of information contemplated by Rules 460 and 461, offers will be made directly by the Company by delivering to each prospective investor a copy of the final prospectus.
Sincerely,
RNS Software, Inc.
/s/ Livio Susin
Livio Susin, President
