UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      March 16, 2006


Mr. Roman Rozenberg
Chief Executive Officer
Compuprint, Inc.
99 Park Avenue, 16th Floor
New York, New York 10016



      Re:	Compuprint, Inc.
		Amendment No. 2 to Registration Statement on Form SB-2
		File No. 333-127815
      Filed March 9, 2006


Dear Mr. Rozenberg:

      We have reviewed your response letter dated March 9, 2006,
and
your amended filings and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

1.
General

1. Please update your registration statement and consolidated
financial statements to your fiscal year ended December 31, 2005.
Refer to Item 310(g) of Regulation S-B for further guidance.

2. We note your disclosure on page 35 regarding the Statement of
Understanding you entered into with Esterna Limited, whereby
Esterna
may acquire 49,500,000 shares of your common stock.  Please
include a
recent developments section immediately after the cover page
wherein
you discuss, in detail, the transaction and its impact on the
company.
Risk Factors, page 4

3. Discuss the risks associated with the potential sale of
49,500,000
shares of your common stock to Esterna.

Security Ownership of Certain Beneficial Owners and Management,
page
34

4. Also tell us the reasons for not including Esterna in the
table.
We note that Esterna has the right, pursuant to the Statement of
Understanding, to purchase 49,500,000 shares of your common stock
by
March 31, 2006.  See Rule 13d-3(d) under the Exchange Act.
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of an amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Ryan Milne at (202) 551-3688 or in his
absence,
April Sifford, Accounting Branch Chief at (202) 551-3684 if you
have
comments on the financial statements and related matters.  Please
contact Carmen Moncada-Terry at (202) 551-3687 or, in her absence,
the undersigned, at (202) 551-3740 with any other questions.



Sincerely,


							H. Roger Schwall
							Assistant Director
cc: 	via facsimile
	Dan Brecher
	(212) 808-4155 (fax)

Roman Rozenberg
Compuprint, Inc.
March 16, 2006
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