Gottbetter & Partners, LLP
488 Madison Avenue, 12th Floor
New York, NY 10022
May 3, 2005
VIA OVERNIGHT MAIL
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Attn: Mr. Michael McTiernan
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, NW
Washington, DC 20549
Tel: (202) 824-5445
Re: Optionable, Inc.
Registration Statement on Form SB-2
(File No. 333-121543)
Ladies and Gentlemen:
On behalf of our client, Optionable, Inc. (the "Company"), a Delaware
corporation, and pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), we hereby submit via EDGAR transmission, Amendment No. 3 (the
"Amendment") to the Registration Statement of the Company on Form SB-2 (File No.
333-121543) (the "Registration Statement"), including certain exhibits thereto.
Separately, we have delivered to the staff additional copies of the Amendment
marked to show changes from Amendment No. 2 ("Amendment No. 2") to the
Registration Statement as originally filed.
By letter dated April 26, 2005 (the "Comment Letter") from Elaine Wolff,
Branch Chief, the Company was informed of the comments of the staff with respect
to Amendment No. 2. In addition to responding to the staff's comments, the
Company has amended the Registration Statement to update certain other
information contained in the Preliminary Prospectus, principally modifications
to the Company's (i) Master Services Agreement with Capital Energy Services, LLC
and (ii) Loan Agreement, dated March 22, 2004, with Mark Nordlicht. Moreover,
the "Selling Stockholder" section of the prospectus has been revised to provide
information regarding (i) the beneficial ownership by natural persons of all
selling stockholders which are not natural persons, (ii) selling stockholders
which are affiliated with broker-dealers and (iii) all material relationships
between selling stockholders and the Company.
Risk Factors
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Our history of operating losses in our current business and our plan to
enter a new line of business may make it difficult for you to evaluate our
business and your investment, page 4
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1. Complied with. The profit for 2004 and the loss for 2003 have been
disclosed.
Notes to the Financial Statements - December 31, 2004 and 2003
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Note 7 - Stockholders' Deficit, pages F-14 - F-16
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Stock Compensation Plan, page F-14
2. Complied with. The requested disclosure regarding the fair value of the
Company's common stock on the option grant dates and the Company's valuation
methodology has been been added.
3. Complied with. The disclosure regarding in this section has been
expanded to include a discussion of the factors and methodologies considered and
utilized by the Company in arriving at its valuation of the common stock's fair
value.
Part II
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Item 26. Recent Sales of Unregistered Securities.
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4. Complied with. The disclosure in this Item and in the prospectus has
been modified to disclose the exact amount raised, which aggregated $1,252,000.
* * *
We trust that the changes in the accompanying Amendment and the
explanations contained in this letter will be considered by the staff to be
satisfactory responses to the comments contained in the Comment Letter. If the
staff has any questions or comments with respect to the changes made to the
Registration Statement by the Amendment, please contact me at 212-400-6900.
Very truly yours,
Kenneth S. Goodwin
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