INTERSEARCH GROUP, INC.
222 Kearny Street, Suite 550
San Francisco, CA 94108
February 7, 2006
VIA EDGAR AND FACSIMILE
Ms. Ellie Quarles, Special Counsel
Securities and Exchange Commission
Division of Corporate Finance
100 F Street NE
Washington, D.C. 20549
Re: | InterSearch Group, Inc. Registration Statement on Form SB-2, as amended (File Number 333-129937) |
Dear Ms. Quarles:
On behalf of InterSearch Group, Inc. (the “Company”) and pursuant to Rule 461 under the Securities Act of 1933, as amended, we respectfully request acceleration of effectiveness of the above-referenced registration statement for Thursday, February 9, 2006 at 5:00 p.m., Eastern time, or as soon thereafter as practicable. In connection with the foregoing, the Company hereby acknowledges that:
• | Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
• | The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
• | The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please confirm the date and time of effectiveness of the registration statement to Carolyn T. Long at Foley & Lardner LLP, our counsel, at (813) 225-4177.
Very truly yours,
InterSearch Group, Inc. |
/s/ Daniel M. O’Donnell |
Daniel M. O’Donnell President and Chief Executive Officer |