KRAMER LEVIN NAFTALIS & FRANKEL LLP
MARILYN FEUER
SPECIAL COUNSEL
PHONE 212-715-9149
FAX 212-715-8000
MFEUER@KRAMERLEVIN.COM
August 3, 2005
VIA EDGAR AND FEDERAL EXPRESS
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Securitites and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Deep Field Technologies, Inc.
Form SB-2
SEC File No. 333-120506
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Ladies and Gentlemen:
On behalf of our client, Deep Field Technologies, Inc. (the "Company"), we
attach herewith for filing with the Securities and Exchange Commission (the
"Commission") via EDGAR, pursuant to Rule 14a-6(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and Rule 101(a) of Regulation S-T,
Amendment No. 5 to the Company's Registration Statement on Form SB-2.
We are also filing a Memorandum of Compliance in response to the comments
from the staff of the Commission, with respect to the Registration Statement on
Form SB-2 which was filed via EDGAR with the Commission on November 15, 2004 and
Amendment No. 4 thereto which was filed on July 28, 2005. Amendment No. 5 to the
Registration Statement on Form SB-2 contains changes made in response to such
comments, as well as other updates and minor changes.
In addition, we are sending courtesy copies of the registration statement
under separate cover to the persons copied below.
If you have any questions, please call the undersigned at (212) 715-9149
or Scott S. Rosenblum at (212) 715-9411.
Sincerely,
/s/ Marilyn Feuer
Marilyn Feuer
cc: Mark P. Shumann, Esq.
Daniel Lee, Esq.
Barbara Jacobs, Esq.
Maureen Bauer
Tia Jenkins
Jerry Mahoney
Scott S. Rosenblum, Esq.