August 19, 2005
VIA MAIL AND FACSIMILE TO 852-2480-4491
Mr. Peter Chang
Chief Financial Officer
DSG International Limited
17/F Watson Centre
16-22 Kung Yip Street
Kwai Chung, N T
Hong Kong
Re: DSG International Limited
Form 20-F for Fiscal Year Ended December 31, 2004
Filed June 28, 2005
File No. 0- 19804
Dear Mr. Chang:
We have reviewed your filing and have the following
comments. We
have limited our review of your filing to those issues we have
addressed
in our comments. Where indicated, we think you should revise
your
document in response to these comments. If you disagree, we will
consider
your explanation as to why our comment is inapplicable or a
revision is
unnecessary. Please be as detailed as necessary in your
explanation.
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 20-F for the Fiscal Year Ended December 31, 2004
Item 15 - Controls and Procedures, pages 49 to 51
1. Please revise the opening sentence to indicate that management
conducted its evaluation as of the end of the period covered by
the report
as required by Item 15(a) of Form 20-F. See also Exchange Act
Rule 13a-
15(b)(1).
2. Disclose in greater detail the nature of the reportable
conditions
identified by your auditors and alluded to in your disclosure. In
this
regard, also disclose the specific steps that the company has
taken, if
any, to remediate the reportable condition and disclose whether
the
company believes that the reportable condition still exists at the
end of
the period covered by the report.
3. Disclose the changes in internal controls over financial
reporting that
occurred during the period covered by the annual report as
required by
Item 15(d) of Form 20-F. We note your statement that "otherwise
that
discussed above, there have been no significant changes ..."
Revise to
state clearly, if correct, that there were changes in your
internal
control over financial reporting that occurred during this period
that
have materially affected, or are reasonably likely to materially
affect,
your internal control over financial reporting.
4. We note your statement that the chief executive officer and
chief
financial officer have concluded that the company`s disclosure
controls
and procedures are effective "subject to the disclosures and
limitations
noted above." This statement makes it unclear whether your chief
executive officer and chief financial officer have concluded that
your
disclosure controls and procedures are effective. Please revise
your
disclosure to state, in clear and unqualified language, the
conclusions
reached by your chief executive officer and your chief financial
officer
on the effectiveness of your disclosure controls and procedures.
For
example, if true, you can state that your disclosure controls and
procedures are effective including consideration of the identified
matters, so long as you provide appropriate disclosure explaining
how the
disclosure controls and procedures were determined to be effective
in
light of the identified matters. Or, if true, you can state that
given
the identified matters, your disclosure controls and procedures
are not
effective. You should not, however, state the conclusion in your
current
disclosure, which appears to state that your disclosure controls
and
procedures are effective subject to the extent they are not
effective.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments on EDGAR within 10 business days or tell us when you will
provide
us with a response. Please furnish a cover letter with your
amendment
that keys your responses to our comments and provides any
requested
information. Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing
your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filing to be certain that the filing
includes all
information required under the Securities Exchange Act of 1934 and
that
they have provided all information investors require for an
informed
investment 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.
You may contact Gabrielle Malits, Staff Accountant, at (202)
551-
3702 if you have questions regarding comments on the financial
statements
and related matters. Please contact me at (202) 551-3683 with any
other
questions.
Sincerely,
Jill Davis
Branch Chief
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Mr. Patrick Chang
DSG International Limited
August 19, 2005
page 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010