Mail Stop 3561
July 5, 2005
By Facsimile and U.S. Mail
Mr. Phil Marshall
Chief Financial Officer
Capacitive Deionization Technology Systems, Inc.
13636 Neutron Road
Dallas, TX 75244-4410
Re: Capacitive Deionization Technology Systems, Inc.
Form 10-K for the year ended December 31, 2004
Filed April 8, 2005
File No. 0-28291
Dear Mr. Marshall:
We have reviewed your filing and have the following
comments.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
Please be as detailed as necessary in your explanation. 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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for Fiscal Year Ended December 31, 2004
General
1. Where a comment below requests additional disclosures or other
revisions to be made, these revisions should be included in your
future filings, as applicable.
Item 4. Submission of Matters to a Vote of Security Holders
2. Prospectively, please ensure that you adhere to the disclosure
requirements set forth in Item 4 to Form 10KSB. In this regard,
it
is not clear if any matter was submitted during the fourth quarter
to
a vote of security holders.
Item 6. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
3. Prospectively, ensure that you meet the disclosure requirement
of
Item 303(c) of Regulations SB. In this regard, we did not see a
separately captioned section for off balance sheet arrangements.
Item 8A. Disclosure Controls and Procedures
4. Your disclosure also provides that your principal executive and
financial officers evaluated the effectiveness of the your
disclosure
controls and procedures "(as defined in the Securities Exchange
Act
of 1934 Rules 13a- 14 and 15d- 14." However, Exchange Act Rules
13a-
15(e) and 15d-15(e) define disclosure controls and procedures.
Revise your citation to reference the correct rules.
Item 10 Executive Compensation
5. Prospectively, disclose the following information under Item 9.
Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act:
a. the ages of your executive officers, as required by Item 401(a)
of
Regulation SB,
b. if you have a financial expert serving on your audit committee,
or
the reasons why you do not as required by Item 401(e) of
Regulation
SB.
6. Please explain to us why you did not provide compensation
information regarding your senior officers for the last three
years
as required by Item 402(b) of Regulation SB. Furthermore, please
explain why you did not reflect the number of stock options
awarded
to your senior officers.
7. Prospectively, please provide an option table in your Form
10KSB
as required by Item 402(c) of Regulation SB.
Item 11. Security Ownership and Certain Beneficial Owners and
Management
8. Please explain why you did not provide the equity compensation
plan information as required by Item 201(d) of Regulation SB.
Item 12.Certain Beneficial and Related Transactions
9. Prospectively, please provide more detail regarding the related
party transaction that you disclose, such as the name of the
related
party, as required by Item 404(a) of Regulation SB.
Balance Sheets
10. Please describe to us the nature of the note receivable
totaling
$40,000.
11. Please explain to us if there are any restrictions associated
with your customer deposits of $203,700 as of December 31, 2004.
In
this regard, please explain if you have the ability, or right, to
use
such cash in your operations.
Statements of Changes in Stockholders` Equity (Deficit)
12. Please explain to us why you offset a note receivable totaling
$45,500 against a note payable. In this regard, please explain to
us
the history of the transactions that led to this reversal.
Note 4. Long Term Debt, Notes Payable and Convertible Debt
13. Please explain what steps have been taken to date regarding
your
debt that has become past due. Prospectively, please provide the
exact dollar amounts for all debt. Furthermore, it is generally
accepted practice to provide maturity dates.
14. Confirm to us that there are no restrictive covenants or
pledged
assets relating to your debt. See paragraphs 18-19 of SFAS No. 5.
15. Please confirm to us if the note payable of $70,000 was issued
at
par, or a discount. If issued at a discount then please provide
the
disclosures required by paragraph 16 of APB 21.
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respond to these comments within 10 business days or tell us when
you
will provide us with a response. Please furnish a letter with
your
responses to our comments and provide any requested supplemental
information. Please understand that we may have additional
comments
after reviewing your responses to our comments. Please file your
response letter on EDGAR as a correspondence file.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy 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.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.
If you have any questions regarding this comment, please
direct them to Robert Babula, Staff Accountant, at (202) 551-3339
or,
in his absence, to the undersigned at (202) 551-3841. Any other
questions regarding disclosures issues may be directed to H.
Christopher Owings, Assistant Director at (202) 551-3725.
Sincerely,
Michael Moran, Esq.
Branch Chief
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Mr. Phil Marshall
July 5, 2005
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