| Anoteros Inc. Doolittle Edutainment Corp. 2445 Fifth Avenue Suite 440 San Diego, California 92101 | Telephone: (619) 239-2900 Facsimile: (619) 239-2990 |
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TO:
Rahim M. Ismail
Division of Corporation Finance
U.S. Securities and Exchange Commission
FROM:
George G. Chachas, President
Anoteros, Inc.
DATE:
May 26, 2010
RE:
Anoteros, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2010
Filed March 3, 2010
Form 10-Q for the Quarter Ended March 31, 2010
File No. 0-52561
Mr. Ismail:
We submit the following in response to your comments by letter of May 6, 2010. In each case, to facilitate review we have quoted your comment and indicated our response following the reference to the page where the response appears or provided the requested supplemental information.
Form 10-K for the fiscal year ended December 31, 2010
Item 9A(T) Controls and Procedures
Management’s Annual Report on Internal Control over Financial Reporting, page 35
1.
We refer to your assessment of internal control over financial report. Please amend your Form 10-K to revise the disclosure to provide a statement as whether or not internal control over financial report is effective. Refer to Io Item 308(T)(a)(a) of Regulation S-K.
Response: (Page number 35.) The disclosure has been revised to read as follows:
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an evaluation of the effectiveness of the internal control over financial reporting as of December 31, 2009, using the criteria established inInternal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting were effective as of the end of the period covered by this report.
May 26, 2010
Page 2 of 2
Form 10-Q for the quarterly period ended March 31, 2010
Item 4. Controls and Procedures
Changes in Internal Controls, page 17
2.
We note your statement that an independent board member is now reviewing your financial information as of the third quarter of 2009 and that his has alleviated the material weakness in your internal controls. Please revise to update this disclosure in future Form 10-Q filings since you have disclosed that there were no material weaknesses in your internal controls over financial reporting as of the year ended December 31, 2009.
Response: Your comment is noted and we will update this disclosure in future Form 10-Q filings.
A marked copy of the Amended Form 10-K/A reflecting the changes is attached to this correspondence.
The Company hereby acknowledges that:
·
the Company is responsible for the adequacy and accuracy of the disclosure in the filings;
·
Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; 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 Stated.
If you have any questions please feel free to call me at 619-239-2900.
Sincerely,
/s/ George G. Chachas
George G. Chachas
President and Chief Executive Officer
Chief Financial Officer
GGC:lp
encl.