·     

That the company is responsible for the adequacy and accuracy of the disclosure in its filings with the SEC.

·     

That the staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing.

·     

The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States.

1.     

Rehmann Robson indicates that their audit opinion is based solely on the reports of other auditors for certain of our subsidiaries. You have correctly indicated that certain of the referenced auditing firms, particularly the auditing firms for SPAR Turkey, LTD. (SPAR Alan Pazarlama Hizmetleri Limited Sirketi); SPAR Solutions India Private Limited and UAB SPAR RSS Baltic, are not registered with the PCAOB.

(a)     

prepares or issues any report with respect to any issuer; or

% of

% of

2006

Consolidated

2006

Consolidated

SPAR Affiliate and Auditor

Assets

Total Assets

Revenue

Total Revenue

SPAR Alan Pazarlama Hizmetleri Limited Sirketi

$   63,921

0.35%

$    311,430

0.54%

Gurele Yeminli Mali Musavirlik A.S.

SPAR Solutions Merchandising Private Limited

$ 787,703

4.36%

$ 2,027,766

3.54%

Nagesh Behl & Co.

UAB SPAR RRS Baltic

$ 160,612

0.89%

$   441,638

0.77%

UAB, Rezultatas

   2 and 3.

On November 10, 2005 the company submitted its analysis regarding the application of FIN 46R to our 51% owned South African subsidiary to the United States Securities and Exchange Commissions Office of the Chief Accountant. Due to the potential materiality of the International operations, the Company requested the staff review the issue of consolidating the 51% owned South African subsidiary and sought the Staff’s concurrence with the Company's position that the consolidation of the South African subsidiary is appropriate.

Subsequent to the submission on January 10, 2006, a conference call was held between Tim Kviz, Brian Roberson and Louise Dorsey from the SEC and Jim Segreto and me, from the company. On that call, the SEC participants recommended that rather than seek a formal opinion from the SEC we should resolve the treatment with our outside auditing firm, Rehmann Robson. The SEC participants stated that if a formal opinion was desired, the Company would be required to utilize the Submission Protocol on the SEC website and would have to send additional information.

Subsequent to the call, as recommended by the SEC, the Company and our outside auditing firm, Rehmann Robson agreed to the consolidation of our 51% owned South African subsidiary and therefore the submission and further information were not necessary. For each of our 51% owned corporate joint ventures, it was determined that consideration of the Interpretation was required by paragraph 4 (h) (3) by virtue of our explicit variable interest (the 51% equity investment). In accordance with paragraph 5, they were each considered to be variable interest entities because in each case their total equity investment at risk was not sufficient to permit the entity to finance its activities without additional financial support, as defined in the interpretation. Finally, in each case, it was determined that after considering all of the factors as described by paragraph 17 that SPAR was the primary beneficiary. Please see the attached memorandum that was prepared at the time of our decision and was sent to the SEC in connection with our inquiry in November 2005.

4.     

For both of the 50% corporate joint ventures our analysis was essentially the same as that for items 2 and 3 above, except that both of the 50% joint ventures also have and additional explicit variable interest in the form of a royalty agreement, which when taken into account with the 50% equity investment, caused us to conclude that SPAR was the primary beneficiary.

5.     

For the year ended December 31, 2005, we consolidated the balance sheet of SPAR FM Japan at September 30, 2005 and the results of operations for the year then ended. In the fall of 2005, SPAR FM’s Board of Directors decided to change SPAR FM’s year end to December 31. At that time it was determined to engage Ernst & Young (SPAR FM’s regular independent auditor) to audit the three month period from October 1, 2005 through December 31, 2005 and to also audit the new fiscal year ending December 31, 2006. The financial results of three month period from October 1, 2005 to December 31, 2005, was not material with respect to either consolidated revenue ($1,352,238 or 2.4%) or consolidated income ($8,232 or 1%). Since the financial results were not material, we decided to include the previously unreported audited three months with the audited year ended December 31, 2006, as opposed to restating the prior financial statements. We believed this treatment to be appropriate and clearer to the readers of our financial statements. We also made full disclosure of these items in Form 10-K for the period ended December 31, 2006 and the Forms 10-Q filed for the subsequent quarters.

6.     

FASB 5 paragraph 17 is the existing guidance regarding gain contingencies. It is our opinion that this citation does not apply because the initial litigation is a fully resolved matter in which the company was awarded a net judgment of $1,307,700. The jury award was in two pieces. One portion was an award to Safeway for $5,235,579 and the second portion was an award to the company for $6,543,279. Subsequently, the trial judge combined the awards to a net award of $1,307,700 in favor of the company. The judgment was filed with the court on August 14, 2006. The judgment accrues interest from the date of filing at 10% per annum. Further, the judge stated on the record that he did not believe Safeway had a basis for an appeal against the company. In fact, the judge stated on the record that if there was a basis for an appeal, it was in favor of the company. Safeway filed a required bond on December 13, 2006 in an amount not to exceed $2,060,041 to cover the entire $1,307,700 judgment plus any future accrued interest. At the time we decided to record the $1,307,700 as other income, the company considered the facts that a jury award was made, a judgment was filed and in our legal counsel’s opinion, the company will receive at least $1,307,700 plus interest. It is our opinion that if any gain contingency exists, it is for an additional $5,235,579, which is the amount that was awarded to Safeway and is the subject of our appeal. In addition, the company recorded all of the 2006 litigation costs incurred in its financial statements in 2006 and it is our belief that the financial statements would not be fairly presented if we did not record the judgment. Once again the company made full disclosure of this item in our financials in the Forms 10-Q filed for the quarters ended June 30, 2006 and thereafter as well as in the Form 10-K filed for the period ended December 31, 2006.