[LETTERHEAD OF GERSTEN SAVAGE LLP]
April 21, 2010
VIA EDGAR
Scott Anderegg, Attorney
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Mail Stop 3561
Washington, DC 20549
Re: NetVentory Solutions, Inc.
Post-Effective Amendment No. 1 to Form S-1
Filed March 12, 2010
Form 10-K for Fiscal Year Ended July 31, 2009
Filed November 13, 2009
File No. 333-153308
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Dear Mr. Anderegg:
We are counsel to NetVentory Solutions, Inc. ("NetVentory," the "Company"
or "our client"). On behalf of our client, we respond as follows to the Staff's
comments dated April 2, 2010, relating to the above-captioned filings. Please
note that for the Staff's convenience, we have recited each of the Staff's
comments and provided the Company's response to each comment immediately
thereafter.
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1
1. PLEASE BE ADVISED THAT WE WILL NOT ACT ON A REQUEST FOR EFFECTIVENESS
OF YOUR POST-EFFECTIVE AMENDMENT UNTIL YOU HAVE COMPLIED WITH OUR
COMMENTS CONCERNING YOUR FORM 10-K BELOW.
The Company notes the Staff's comment. On April 21, 2010, the Company
filed an amendment to its Annual Report on Form 10-K for the fiscal
year ended July 31, 2009 (the "10-K Amendment") in response to the
Staff's comments. Please see below.
Page 2 of 3
Mr. Scott Anderegg
Securities and Exchange Commission
FORM 10-K FOR FISCAL YEAR ENDED JULY 31, 2009
CONTROLS AND PROCEDURES, PAGE 28
2. WE NOTE YOUR DISCUSSION OF YOUR INTERNAL CONTROL OVER FINANCIAL
REPORTING. HOWEVER, YOUR CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
OFFICER ARE ALSO REQUIRED TO MAKE AN EVALUATION OF THE EFFECTIVENESS
OF YOUR DISCLOSURE CONTROLS AND PROCEDURES AS OF THE END OF THE PERIOD
FOR WHICH THE REPORT IS FILED, PURSUANT TO ITEM 307 OF REGULATION S-K.
PLEASE REVISE TO PROVIDE THEIR EVALUATION OF THE EFFECTIVENESS OF YOUR
DISCLOSURE CONTROLS AND PROCEDURES. FOR THE DISTINCTION BETWEEN
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER
FINANCIAL REPORTING, PLEASE SEE RULE 15D-15(E)-(F).
The Company has added a discussion of the evaluation of the Company's
chief executive officer and chief financial officer of the
effectiveness of the Company's disclosure controls and procedures as
of the end of the period covered by the report. Please see Item 9A of
the 10-K Amendment.
3. WHILE INSTRUCTION 1 TO ITEM 308 OF REGULATION S-K DOES NOT REQUIRE YOU
TO DO SO, WE NOTE YOUR INDICATION THAT THE CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER HAVE CONCLUDED THAT THE COMPANY'S "INTERNAL
CONTROLS AND PROCEDURES WERE NOT EFFECTIVE TO DETECT THE INAPPROPRIATE
APPLICATION OF US GAAP RULES ARE MORE FULLY DESCRIBED BELOW." YOUR
DISCLOSURE SHOULD CLEARLY STATE WHETHER YOUR CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER HAVE CONCLUDED THAT YOUR INTERNAL CONTROLS
AND PROCEDURES ARE EFFECTIVE. PLEASE REVISE YOUR DISCLOSURE TO STATE,
IN CLEAR AND UNQUALIFIED LANGUAGE, THE CONCLUSIONS REACHED BY YOUR
CHIEF EXECUTIVE OFFICER AND YOUR CHIEF FINANCIAL OFFICER ON THE
EFFECTIVENESS OF YOUR INTERNAL CONTROLS AND PROCEDURES. FOR EXAMPLE,
IF TRUE, YOU MAY STATE THAT GIVEN THE IDENTIFIED MATTERS, YOUR
INTERNAL CONTROLS AND PROCEDURES ARE NOT EFFECTIVE.
The Company has made the requested change. Please see Item 9A of the
10-K Amendment.
BIOGRAPHICAL INFORMATION, PAGE 30
4. PLEASE PROVIDE A DESCRIPTION OF THE BUSINESS EXPERIENCE OF DAVID MARBY
FOR THE PAST FIVE YEARS. REFER TO ITEM 401(E) OF REGULATION S-K.
The Company has made the requested change. Please see Item 10 of the
10-K Amendment.
SIGNATURES, PAGE 35
5. PLEASE AMEND YOUR FILING TO INCLUDE YOUR CONTROLLER/PRINCIPAL
ACCOUNTING OFFICER'S SIGNATURE. REFER TO INSTRUCTION D.(2)(A) TO FORM
10-K.
The requested change has been made. Please see page 36 in the 10-K
Amendment.
Page 3 of 3
Mr. Scott Anderegg
Securities and Exchange Commission
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We trust that the foregoing is responsive to the Staff's comments. Please
do not hesitate to call me at (212) 752-9700 if you have any questions.
Very truly yours,
/s/ David E. Danovitch
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David E. Danovitch, Esq.
cc: NetVentory Solutions, Inc.