PARSONS LAW FIRM
ATTORNEYS AT LAW
SUITE 1710
500 108TH AVENUE N.E.
BELLEVUE, WASHINGTON 98004
(425) 451-8036 FAX (425) 451-8568
James B. Parsons* e-mail firm-info@parsonslaw.biz *Also admitted in Oregon and
jparsons@parsonslaw.biz &nb sp; the Northern Mariana Islands
VIA OVERNIGHT MAIL AND FILED ON EDGAR CORRESPONDENCE
January 11, 2006
Ms. Goldie B. Walker
Mr. John D. Reynolds
United States Securities and Exchange Commission
Division of Corporation Finances
Washington, D.C. 20549
Re: Deltron, Inc.
Amended Registration Statement on Form SB-2/A
Filed January 11, 2006
Registration No. 333-130197
Dear Ms. Walker and Mr. Reynolds:
I have been requested to respond to your letter of December 13, 2006, which contains comments regarding the filing of Deltron, Inc. ("Deltron"). With this letter, we are providing three copies of the SB-2/A, and have electronically filed the amended SB-2 on the EDGAR system on today=s date, as well as this letter and a redlined version of the SB-2A on EDGAR correspondence. We have also provided three (3) copies of the registration highlighting the changes made to the last filing via overnight mail.
In response to the comments made in the above-referenced letter, the Company has made the following changes:
General
1. The Company takes issue with your statement that the SEC believes the prospectus should be revised to disclose the blank check nature of the offering. As you know, Rule 419(a)(2) defines a Ablank check company@ as a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person. Deltron has a specific business plan as delineated in its registration statement. As you can see from the enclosed filing, there is a description of the steps completed to date towards that business plan, those that remained to be completed and how they will be specifically addressed. A specific business plan does not require that specific properties by identified, but only that the plan be specific in its goals.
Signatures
2. The filing has been amended to indicate that Shawn Phillips is also the Chief Accounting Officer.
Unless otherwise noted, the Company has produced the information contained in this letter. Please contact this office with any further comments or questions. If the SEC has no further comments, we expect to file a request for acceleration of the effective date.
Thank you for your courtesies.
Very truly yours,
PARSONS LAW FIRM
/s/ James B. Parsons
James B. Parsons
cc: Client
