September 10th, 2009
Via FACSIMILE
Securities and Exchange Commission
Mail Stop 4561
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: | Craig Wilson, Senior Assistant Chief Accountant |
Re: | Mobieyes Software, Inc. |
Amendment No. 3 to Registration Statement on Form S-1
Filed May 20, 2009
File No. 333-154610
Mr. Wilson:
This letter responds to comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter from the Staff to Mobieyes Software, Inc. (the “Company”) dated September 1, 2009 regarding the above-referenced Registration Statement on Form S-1 (as amended) (the “Registration Statement”).
SEC Letter Dated September 1, 2009
Amendment No. 3 to Form S-1
Accounting Correspondence Request:
In connection with responding to our comments, please provide, in writing, a statement from the Company acknowledging that:
| • | the company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| • | staff comments or changes to the disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| • | the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Response:
| • | The Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| • | The Company acknowledges that the staff comments or changes to the disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| • | The company acknowledges that they may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
We trust that you will find the foregoing responsive to the comments of the Staff Comments. Please direct any comments or questions regarding this letter or the Registration Statement to the undersigned at 678.467.0122.
Sincerely,
/s/ Kevin Miller
Kevin Miller
Chief Executive Officer
Enclosure