Charlie GPS Inc.
101 Ridge Road
North Arlington, NJ 07031
June 6, 2011
June 17, 2011
Tonya Bryan
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Charlie GPS Inc.
Amendment #2 to
Registration Statement on Form S-1
Filed June 6, 2011
Filing No. 333-172685
Dear Tonya Bryan:
This letter shall serve as the request of Charlie GPS Inc., pursuant to Rule 461, to accelerate the effectiveness of the above-referenced registration statement on Wednesday, June 22, 2011, 9:00AM EST, or the soonest practicable date thereafter. We are aware of our filing obligations under the Securities Act of 1933, as amended, and intend to fully comply therewith.
We also make the following representations:
· 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.
Thank you very much for your kind cooperation and assistance in this matter.
Very truly yours,
/S/ Jarnes Khorozian
Jarnes Khorozian