May 20, 2005


VIA FACSIMILE (303) 347-8763 AND U.S. MAIL

James H. Watson, Jr.
Chief Executive Officer
1st Net Technologies, Inc.
1869 W. Littleton Boulevard
Littleton, Colorado 80120

	RE:	1st Net Technologies, Inc.
		Preliminary Schedule 14A
		Filed August 27, 2004, January 7, 2005 and January 14,
2005
		Definitive Schedule 14A
		Filed January 19, 2005
		Revised Definitive Schedule 14A
		Filed February 25, 2005
		Revised Definitive Schedule 14A
		Filed April 28, 2005
		File No. 0-27145

Dear Mr. Watson:

      We have reviewed your response letter dated April 26, 2005
and
have the following additional 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.


Schedule 14A

1st Net Technologies Financial Statements

Form 10-KSB for the year ended December 31, 2004

Debt restructurings and write-offs, Page F8

Prior Comment #4

1. We note your response to our prior comment number 4.  Explain
how
you considered the criteria outlined in SFAS 140, paragraph 16, as
part of your determination to derecognize the copier lease
liability
and the office lease liability.  In this regard, explain how a
lessor
that dissolves its corporate existence and the lack of contact
with
the landlord since 2001 judicially releases you of your
obligations.

2. We note your disclosure that you "settled certain accounts
payable
balances."  Explain what factors you considered when determining
that
these settlements were considered a troubled debt restructuring.
In
this regard, discuss the types of settlement agreements that you
executed with the creditor.  Refer to SFAS 15, paragraph 8 in your
response.   Clarify whether the payables were restructured or were
paid off at a reduced amount and you were legally released from
the
obligation.  See paragraph 16 of SFAS 140.

Changes in accounting estimates, Page F8

3. We note your response to our prior comment number 5.  Explain
in
greater detail why you believe that the over-estimated
restructuring
liability adjustment represents a change in estimates instead of a
correction of an error.  Indicate why you believe you had the
ability
to reasonably estimate the original liability and cite the
sections
of EITF 94-3 and SAB 100 that supports recording the restructuring
accrual when recognized.  See Question 2 of SAB 100.
Additionally,
identify the nature of the categories of the restructuring
liability
that were improperly estimated and indicate the factors used in
those
categories to estimate the accrual.  Further, tell us how those
factors were subsequently reversed or changed which resulted in
the
reversal of the accrual.  For example, if the over-accrual relates
to
severance, indicate the amount of severance pay or number of
employees to be terminated as originally estimated compared to the
actual results.  Provide this analysis for each category (i.e.,
employee reduction, relocation of corporate headquarters, etc.)
included in the liability.  Provide us with the details underlying
the original restructuring liability in a table format.

*    *    *    *

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 responses 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.

      No further review of these Exchange Act reports has been or
will be made.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings reviewed by
the staff to be certain that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      You may contact Jason Niethamer, Staff Accountant, at (202)
842-5675 or Stephen Krikorian, Branch Chief - Accounting, at (202)
942-2959 if you have questions regarding comments on the financial
statements and related matters.  If you need further assistance,
you
may contact me at (202) 942-1818.  For additional assistance, you
may
also contact Barbara C. Jacobs, Assistant Director, at (202) 942-
1800.

						Sincerely,


						Mark P. Shuman
						Branch Chief - Legal
						Office of Computers and Online
Services
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Mr. James H. Watson, Jr.
1st Net Technologies, Inc.
Schedule 14A; File No. 0-27145
May 20, 2005
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