Mail Stop 0407
April 11, 2005
Via U.S. Mail and Fax (310-573-7057)
Mr. Allen Sciarillo
Chief Financial Officer and Executive Vice President
Dial Thru International Corporation
17383 Sunset Boulevard
Suite 350
Los Angeles, CA 90272
RE: Dial Thru International Corporation
Form 10-K for the fiscal year ended October 31, 2004
Filed January 31, 2005
Dear Mr. Sciarillo:
We have reviewed the above referenced filings and have the
following comments. We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents. As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934. Please address the following
comments in future filings. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a future
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Annual Report on Form 10-K for the Year Ended October 31, 2004
Item 1. Business - Customers
1. In describing your primary customers, you disclose that the
Company provided wholesale services to one customer who accounted
for
17% of the Company`s revenues and another customer who accounted
for
13% of the Company`s revenues. Revise your disclosure to fully
comply with Item 101(c)(vii) of Regulation S-K, which requires the
disclosure of `Dependence on one or a few customers, with the name
and relationship of any customer accounting for 10% or more of
consolidated revenues under certain conditions`.
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations for the Fiscal Years Ended October 31,
2004, 2003 and 2002 - Liquidity and Sources of Capital
2. Revise your disclosures regarding liquidity and sources of
capital
to include tabular disclosure of contractual obligations, as
required
by Item 303(a)(V) of Regulation S-K.
3. Expand the disclosure in the liquidity and capital resources
section to discuss the issuance of a going concern opinion by the
auditors. Include a detailed discussion of management`s viable
plan
for overcoming your financial difficulties. Discuss in detail
your
cash requirements during the next twelve months and your ability
to
generate sufficient cash to support operations. Expand this
discussion to specifically include the manner in which you intend
to
generate future revenues. Update this disclosure in each
subsequent
Form 10-Q. Refer to Section 607.02 of the Financial Reporting
Codification.
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations for the Fiscal Years Ended October 31,
2004, 2003, and 2002 - Critical Accounting Policies, Goodwill
4. Specifically describe in your goodwill policy the manner in
which
you conduct annual impairment testing. For example, explain that
the
first step in the process is to identify potential goodwill
impairment by comparing the estimated fair value of the reporting
unit to its carrying amount. The second step measures the amount
of
the impairment based on a comparison of the `implied fair value`
of
goodwill with its carrying amount. Revise your disclosures to
include this detail in your critical accounting policies.
5. Disclose the significant assumptions and estimates you use to
estimate the fair value of your reporting units under SFAS 142.
Also, provide quantitative information to the sensitivity of these
assumptions on the estimated fair value of reporting units if
these
could have a material impact on the financial statements. See
Interpretative Release No. 33-8350 on our website for further
guidance (http://www.sec.gov/rules/interp/33-8350.htm).
Footnote 2 - Summary of Significant Accounting Policies - Goodwill
6. Tell us how you identified your reporting units in determining
the
appropriate level to perform the annual impairment test for
goodwill.
Discuss how you applied the guidance in paragraph 30 of SFAS 142
and
EITF D-101. Additionally, tell us how you have determined the
amount
of goodwill to be assigned to the reporting units.
Item 9a. Controls and Procedures.
7. In your response letter, please confirm, if true, that your CEO
and CFO concluded that the disclosure controls and procedures were
effective in ensuring that information required to be disclosed in
your Exchange Act filings is accumulated and communicated to
management, including your CEO and CFO (or persons performing
similar
functions), to allow timely decisions regarding required
disclosure.
See Rule 13a-15(e).
8. We note that your CEO`s and CFO`s conclusions regarding the
effectiveness of the disclosure controls and procedures were as of
a
date "within the 90 days prior to the filing date of [the] Annual
Report." Please note that Item 307 of Regulation S-K now requires
the conclusions to be as of the end of the period covered by the
filing. Refer to Release No. 33-8238 for additional guidance. In
your response letter, please confirm that their evaluation was as
of
the end of the period being reported.
9. Please note that Item 308(c) of Regulation S-K provides the
current requirements for the disclosure of any changes in your
internal controls over financial reporting. See Release No. 33-
8238.
For example, Item 308(c) requires disclosure of any changes, not
just
"significant changes" in internal controls over financial
reporting.
Item 308(c) also requires the disclosure to be as of the end of
the
period covered by the filing, not "subsequent to the date of [the
CEO`s and CFO`s] evaluation." In your response letter, please
confirm that there were no changes in the company`s internal
control
over financial reporting, that occurred during the fiscal year
that
has materially affected, or is reasonably likely to materially
affect, the company`s internal control over financial reporting.
* * * *
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information. Please file your response
letter
on EDGAR. You may contact Dave Walz, Staff Accountant, at (202)
824-
5686 or Terry French, Accountant Branch Chief, at (202) 942-1998
if
you have questions regarding comments on the financial statements
and
related matters. Please contact me at (202) 942-1990 with any
other
questions.
Sincerely,
Larry Spirgel
Assistant Director
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Mr. Allen Sciarillo
Dial Thru International Corporation
April 11, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE