Exhibit 16.1
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| MillerEllin / company LLP |
750 Lexington Avenue | |||
| New York, NY 10022-1200 | ||||
| Certified Public Accountants |
212 750 9100 | phone | ||
| 212 750 2727 | fax | |||
| mec@millerellin.com | ||||
October 27, 2006
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read the statements made by HAPC, INC. which we understand will be filed with the U.S. Securities and Exchange Commission pursuant to Item 4.01 of Form 8-K as part of the Form 8-K of HAPC, INC. dated October 27, 2006. We agree with the statements concerning our firm in such Form 8-K.
Very truly yours,
/s/ Miller, Ellin and Company, LLP
Miller, Ellin and Company, LLP