April 3, 1999

Jonathan G. Katz, Secretary

Securities and Exchange Commission

450 Fifth Street NW – Mail Stop 6-9

Washington, DC 20549

RE: File No. S7-5-99

Dear Mr. Katz:

We are currently a non-reporting public company with our company’s common stock being quoted on the NASD’s electronic bulletin board.

We are currently planning to file a Form 10 to become a reporting company; however, we are concerned that the SEC’s proposed amendments will cause market makers to withdraw from trading our company’s common stock because of both the costs and the liabilities.

In the event that the SEC’s proposed amendments do, in fact, eliminate non-reporting companies from the electronic bulletin board, is the SEC capable of handling the tremendous quantities of Form 10’s and SB-2’s that will be filed immediately?

We thought that the phase-in period was set to avoid this bottleneck. How will the SEC cope and what will happen to the thousands of investors in non-reporting public companies who will have no liquidity?

Sincerely,

SOUNDWORKS INTERNATIONAL, INC.

Gerald B. Dennon

President

cc: Division of Market Regulation

Securities and Exchange Commission

450 Fifth Street NW – Mail Stop 10-1

Washington, DC 20549

Attention: Nancy J. Snow, Esq.

Attention: Irene A. Halpin, Esq.

Attention: Florence E. Harmon, Esq.

Attention: Chester A. McPherson, Esq.

Attention: Jerome J. Roche, Esq.