Dieterich & Mazarei
11835 West Olympic Blvd., Suite 1235E
Los Angeles, California 90064
July 14, 2011
United States Securities & Exchange Commission
100 F. Street, NE
Washington, D.C. 20549
| | Re: | Micro Imaging Technology, Inc. |
| | | Registration Statement on Form S-1 |
| | | Filed on July 1, 2011 |
| | | File No. 333-175302 |
Dear Commission:
In response to your comments with regard to the above-referenced filing, as described telephonically to our office, Micro Imaging Technology, Inc., (the “Company”) has filed an Amended Registration Statement on Form S-1/A. This amendment reflects the following changes:
| | 1. | The Company has included information describing the dilutive effect of the issuance of the 40,000,000 shares being registered via the Form S-1. This explanation also includes information regarding the percentage of shares issued and outstanding represented by these 40,000,000 shares; |
| | 2. | The amended document now includes statements confirming that the obligations of Dutchess as imposed by the terms of the relevant agreements are non-transferrable; and |
| | 3. | The Summary Compensation Table has been updated as requested. |
Thank you for your time and attention to this matter. If you have any questions, please feel free to contact me at any time.
Sincerely,
DIETERICH & MAZAREI
/s/ Christopher H. Dieterich
Christopher H. Dieterich
Counsel to Micro Imaging Technology, Inc.
