gary b.wolff,p.c.
Counselor At Law
805 Third Avenue
Twenty First Floor
New York, New York 10022
Telephone: 212-644-6446
Facsimile: 212-644-6498
E-Mail: wolffpc@attglobal.net
May 8, 2007
Via Federal Express
Mail Stop 3720
Larry Spirgel, Assistant Director
Division of Corporate Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
JPG Associates, Inc. (the “Company”)
Registration Statement Form SB-2/Pre-Effective Amendment Four
File No.: 333-139991
Dear Mr. Spirgel:
Enclosed is Pre-Effective Amendment Three to the above Registration Statement. The changes are made in response to staff comments or represent an updating of material previously filed to reflect any developments in the business of JPG Associates, Inc. The paragraph numbers below correspond to the numbered comments in your May 7, 2007 letter of comment.
Prospectus Cover Page
1.
We have revised the second paragraph to indicate that the Selling Shareholders are deemed to be underwriters.
2.
We have deleted the last part of the first paragraph as requested.
General
3.
Our March 31, 2007 financials are not yet available. We will file Acceleration Request since audited financials become stale on or about May 14, 2007.
If you have any questions or require anything further, please feel free to call me at 212-644-6446.
Very truly yours,
/s/ Gary B. Wolff
Gary B. Wolff
/hk
Enclosure
cc:
JPG Associates, Inc.
Mantyla McReynolds LLC