Mail Stop 3561

      June 16, 2006

J. Stephen Chandler, President
The Forsythe Group
6038 Rose Valley Drive
Charlotte, North Carolina 28210

      Re:	The Forsythe Group
            	Amendment No. 1 to Registration Statement on
                        Form SB-2
                  Filed May 17, 2006
            	File No.  333-131882

Dear Mr. Chandler:

      We have reviewed your amended filing 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 supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
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.

General
1. Please provide page numbers that correspond with those in the
table of contents.

Risk Factors, page 4
2. We note your response to our prior comment 10.  However, the
disclosure continues to appear confusing in regards to whether
investors would receive interest from the funds held in escrow.
Please include in the prospectus the information provided in your
response to comment 10.
3. In risk factor 12, regarding dilution, please include the price
paid per share by officers, directors and promoters.

Financial Statements, page 28
4. We note that you have revised your December 31, 2005 financial
statements and capitalized $14,137 in organization costs through
March 31, 2006, which were paid by officers.  Please note that
organization costs should be expensed as incurred rather than
capitalized, according to AICPA Statement of Position (SOP) 98-5.
Please revise your financial statements accordingly.  Also,
provide a
note to the financial statements that explains the revisions that
were made to the statements of operations.  Refer to paragraph 37
of
APB 20.  We also believe the change should be referenced in the
auditor`s report, as indicated by AICPA Auditing Standards Section
561.06.a., with dual dating of the audit report necessary in some
circumstances.  Please revise.
5. Please update your disclosure throughout the registration
statement to agree with the amounts presented on your financial
statements as revised.

Part II - Exhibits
6. We note the  statement that the legality opinion is for the
benefit of the company and may not be relied upon by any other
person.  The legality opinion is filed as an exhibit to the
registration statement and is for the benefit and reliance of the
investors.  Please revise the opinion accordingly.
7. Revise your legality opinion to indicate that the opinion
opines
upon Nevada law including the statutory provisions, all applicable
provisions of the Nevada Constitution and all reported judicial
decisions interpreting those laws.
8. Please explain why the opinion is limited by "Interpreted
Standards Applicable to Legal Opinions to Third Parties" in
corporate
transactions adopted by the legal opinion Committee of the
Corporate
Banking Law Section of the State Bar of Georgia.  Please note that
it
is inappropriate to qualify an opinion to jurisdiction, when the
opinion of counsel is on a jurisdiction in which counsel is not
admitted to practice.

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 response 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 direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any 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.

      Please contact Raquel Howard at (202) 551-3291 with any
questions regarding accounting issues and you may contact Janice
McGuirk at (202) 551-3395 with any other questions.


Sincerely,




John Reynolds

Assistant Director


cc:  Richard W. Jones, Esq.
       Fax: (770) 804-0509