China VoIP & Digital Telecom, Inc.
11th Floor Tower B1, Yike Industrial Base, Shunhua Rd,
High-tech Industrial Development Zone, Jinan, China 250101
June 23, 2008
VIA TELEFAX (202)772-9210
Ms. Katherine Wray
U.S. Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20249
Re:
China VoIP & Digital Telecom, Inc.
Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A
Filed May 22, 2008
File No. 333-131017
Dear Ms. Wray:
We are in receipt of your comment letter dated June 17, 2008 regarding the above referenced filing. As requested in your letter, we provide a response to the questions raised by staff. For convenience, the matter is listed below, followed by the Company’s response.
Executive Compensation
1.
We re-issue prior comment 1 from our letter dated May 1, 2008. The executive compensation disclosure in your amended filing still does not conform to the requirements of Item 402 of Regulation S-K. In particular, your summary compensation table is not in the format called for by Item 402(n). Please revise your filing accordingly.
ANSWER: We have revised the Executive Compensation section on page 8 of the PRE14A/A hereto. In particular, we revised the summary compensation table to conform to Item 402(n) of Regulation S-K.
Management's Discussion and Analysis or Plan of Operation
2.
Please update your Management's Discussion and Analysis, including your Results of Operations disclosure, to address the periods covered by the financial statements included in your filing. In this regard, we note that you have added to the filing financial statements for the quarter ended March 31, 2008, but this period does not appear to be addressed by your Management's Discussion and Analysis.
ANSWER: On page 14 – 17 of this PRE14A/A hereto, we have updated the Management’s Discussion and Analysis, including the Results of Operations for the Three Months Ended as of March 31, 2008 and for the fiscal ended as of December 31, 2006, to reflect the financial statements for the same periods.
Otherwise, we also remove the Pro Forma on the PRE 14A/A hereto as per your requested since it is not material to the investors.
Very truly yours,
CHINA VOIP & DIGITAL TELECOM, INC.
By: | /s/ Li Kumwu |
| Li Kunwu |
| President and Chief Executive Officer |