August 17, 2005

Room 4561

Mr. Ian Scott-Dunne
Chairman of the Board
Brightstar Information Technology Group, Inc.
6601 Owens Drive, Suite 115
Pleasanton, CA 94588

	Re:	Brightstar Information Technology Group, Inc.
		Preliminary Proxy Statement on Schedule 14A
		Filed August 3, 2005
		File No. 0-23889

Dear Mr. Scott-Dunne:

	This is to advise you that we have limited our review of your
filing to the matters addressed in the comments below.  No further
review of the proxy statement has been or will be made.  All
persons
who are by statute responsible for the adequacy and accuracy of
the
proxy statement are urged to be certain that all information
required
under the Securities Exchange Act of 1934 has been included.

      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.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. It does not appear that you have filed any of the agreements
governing the terms of your April 14, 2005 transactions with
Stellar
McKim.  Please file all such agreements required by Item 601 of
Regulation S-B or advise.  Additionally, please confirm that the
conversion rights associated with the Series A Preferred Stock are
contingent upon shareholder approval of the increase in authorized
shares, or advise.

Security Ownership of Certain Beneficial Owners and Management,
page
5

2. We note your indication that Stellar McKim LLC and Ian Scott-
Dunne
beneficially own 94.5% of the company`s outstanding common stock.
As
it appears that such percentage ownership is contingent upon
approval
of the second proposal, please revise your disclosure to conform
to
the requirements of Rule 13d-3 of the Exchange Act.  In this
regard,
we note that beneficial ownership with respect to common shares
underlying convertible securities should be computed based on
whether
the convertible securities are convertible into common stock
within
60 days.  As the Series A Preferred Stock appears to be
convertible
only upon approval of the second proposal, there does not appear
to
be any guarantee that the preferred stock is convertible within 60
days.  Please revise here and throughout the document as necessary
or
advise.

Proposal 2-Adoption of the Share Amendment, page 17

3. Please revise to explain how you chose the increased number of
shares you will be authorized to issue if this proposal is
approved.
In this regard, we note that the proposed amendment would allow
the
issuance of almost 200 million shares in addition to those
necessary
for the conversion of the Series A Preferred Stock.  Ensure that
your
revised proxy statement clearly indicates whether you have any
current plans, proposals or arrangements with respect to the
additional shares that will be authorized if this proposal is
approved by shareholders.

4. We note that if this proposal is approved, Stellar McKim will
beneficially own over 90% of the company`s common stock.  Please
revise the proxy statement to disclose that a consequence of the
approval of this proposal is that the company could engage in a
short-form merger of the type described in Section 253 of the
Delaware General Corporation Law, which would allow the company to
"squeeze out" minority holders at a price determined without
shareholder approval, and with appraisal rights as the only remedy
for shareholders dissatisfied with such price.  Additionally,
disclose whether you have any current plans to engage in such
transaction.

Proposal 3-Adoption of the Split Amendment, page 18

5. We note that this proposal concerns an amendment to the
company`s
certificate of incorporation that would allow the board to
authorize
forward and reverse stock splits without further stockholder
approval.  As Sections 242 and 102 of the Delaware General
Corporation Law do not appear to allow this type of broad
amendment,
please explain the authority on which you rely to amend your
certificate of incorporation in this manner.

6. Please revise to disclose whether the board has any current
plans,
proposals or arrangements to either increase or decrease the
number
of outstanding shares of the company.  For example, we note that
you
believe this amendment is desirable partly because it would allow
the
board to increase the number of authorized and unissued shares
available for issuance in connection with possible acquisitions.
Do
you have any current acquisition plans and have you begun
discussions
with any potential targets?  Revise accordingly.




*	*	*	*	*



      As appropriate, please amend your filing in response to
these
comments.  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.

      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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the Company acknowledging that:

* the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments in the filing reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      If you have any questions, please call Sara Kalin at (202)
551-
3454.  If you need further assistance, you may contact me at (202)
551-3730.



								Sincerely,


								Mark P. Shuman
								Branch Chief-Legal

cc:	Via Facsimile (925) 251-0001
	Mr. George Lower
	Corporate Secretary
	Brightstar Information Technology Group, Inc.
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Mr. Ian Scott-Dunne
Brightstar Information Technology Group, Inc.
August 17, 2005
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