RT TECHNOLOGIES, INC.
2216 East Newcastle Drive
Sandy, Utah 84093
July 12, 2011
Tia L. Jenkins
Raquel Howard
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street
Washington, D.C. 20549
Re:
RT Technologies, Inc.
Form 10-K for Fiscal Year Ended December 31, 2010
Filed April 15, 2011
File No. 001-33907
Dear Ms. Jenkins and Howard:
To assist the staff of the Commission in completing its review of the above referenced filing, the comments from your comment letter dated June 23, 2011, are quoted below and are followed in each case by the Company’s response thereto. Unless otherwise indicated, the reference immediately preceding the Company’s response indicates the corrected or revised page where the response appears. We are also forwarding via overnight delivery courtesy copies of this filing along with computer-redlined copies.
Form 10-K for the Fiscal Year Ended December 31, 2010
Item 9A. Controls and Procedures, page 8
Evaluations of Disclosure Controls and Procedures, Page 8
Comment 1
We note your statement that a “controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.” Please revise to state clearly, if true, that your disclosure controls and procedures and designed to provide reasonable assurance of achieving their objectives and that your principal executive/ financial officer concluded that your disclosure controls and procedures are effective at that reasonable assurance level. In the alternative, remove the reference to the level of assurance of your disclosure controls and procedures.
Response
We have modified the language to indicate the controls and procedures provide reasonable assurance levels.
Management’s Annual Report on Internal Control over Financial Reporting, page 8
Comment 2
We note that you have included an exception involving “the weaknesses of inadequate segregation of duties” to your statement that management has concluded that internal control over financial reporting was effective as of December 31, 2010. Please explain to us how this complies with Item 308(a)(3) of Regulation S-K, which states that management is not permitted to conclude that the registrant’s internal control over financial reporting s effective if there are one or more material weaknesses in the registrant’s internal control over financial reporting.
Response
We have removed the exception and believe the segregation of duties is not material in light of the use of an outside CPA firm and the assets and business of the Company.
Tia L. Jenkins
Raquel Howard
United States Securities and Exchange Commission
Division of Corporate Finance
July 12, 2011
Page 2
Comment 3
Please provide, in clear and unqualified language, the conclusions reached by your officer on the effectiveness of your internal control over financial reporting. Please ensure that you refer to the weakness as amaterial weakness. If you do not believe that inadequate segregation of duties results in amaterial weaknessof internal controls please explain to us the basis for your belief.
Response
We have modified the language and do not believe the segregation of duties is material given we have all financial statements prepared by an outside CPA that handles the financial statements. Additionally, given the Company’s lack of assets and revenue, we believe the current system does provide the reasonable assurances necessary.
Comment 4
If you have no material weaknesses and conclude that internal control over financial reporting is effective, tell us and revise to disclose the basis for your conclusion that disclosure controls and procedures are effective.
Response
We believe the internal controls over financial reporting are effective.
Change in internal control over financial reporting
Comment 5
We note that statement that “there have been no changes in internal control over financial reporting.” Please revise to state, if true, that there have been no changes in internal control over financial reporting that occurred during your last fiscal quarter (or fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, your internal control over financial reporting. Refer to Item 308(c) of Regulation S-K.
Response
We have revised the language.
The Company acknowledging that:
• the company is responsible for the adequacy and accuracy and accuracy of the disclosure in the filing.
• 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; 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.
If you have further questions or need additional information, please let me know.
Sincerely,
RT TECHNOLOGIES, INC.
/s/ Michael Lami
President
