Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3561
Via facsimile and U.S. mail
July 18, 2005
Barney A. Richmond, President
MyZipSoft, Inc.
100 Village Square Crossing, Suite 202
Palm Beach Gardens, Florida 33410
Fax: 561-207-6299
RE: MyZipSoft, Inc.
Registration Statement on Form 10-SB
File Number: 000-50783
Filed: July 8, 2005
Dear Mr. Richmond:
We have completed a preliminary reading of your registration statement. Disclosure indicates that on June 2, 2005, the registrant, a wholly-owned subsidiary of eCom eCom.com, Inc. ("eCom"), issued all of its share certificates to the shareholders of record of eCom in a "spin-off" transaction. Refer to disclosure on page 9 of Form 10-SB filed on July 8, 2005. In a letter of correspondence, please provide us with a substantive legal analysis describing your basis for effecting this issuance without the registration of such transaction under the federal securities laws. In the interim, promptly withdraw the Form 10-SB filed with us on July 8, 2005, You are advised that a Form 10-SB will become effective, by operation of law, 60 days after filing. Should your registration statement become effective in its present form, we would be required to consider what recommendation, if any, we should make to the Commission. You may contact Jay Ingram at (202)551-3397 with any questions.
Sincerely,
/s/ for John Reynolds
John Reynolds
Assistant Director
Office of Emerging Growth Companies