Mail Stop 4561
September 20, 2005
Mr. John T. Carson
President and Chief Executive Officer
New Media Lottery Services, Inc.
370 Neff Avenue, Suite L
Harrisonburg, VA 22801
Re: New Media Lottery Services, Inc.
Form 10-KSB for Fiscal Year Ended April 30, 2005
Filed July 29, 2005
Form 10-QSB for Fiscal Quarter Ended July 31, 2005
Filed September 14, 2005
File No. 0-49884
Dear Mr. Carson:
We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. Where indicated, we think you should
revise your documents 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. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may 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
filings.
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-KSB for Fiscal Year Ended April 30, 2005
Item 8A - Controls and Procedures, page 21
1. We note your statement that based upon their evaluation, your
chief executive officer and chief financial officer "have
concluded
that, as of the end of the period covered by this report, our
disclosure controls and procedures are adequately designed to
ensure
that the information required to be disclosed by us in the reports
we
file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the
applicable rules and forms." It does not appear that your
certifying
officers have reached a conclusion that your disclosure controls
and
procedures are effective. Please revise to address your officers`
conclusions regarding the effectiveness of your disclosure
controls
and procedures.
Item 13 - Exhibits, page 29
2. Please revise the certifications included as exhibits 31.1 and
31.2 to conform to the wording presented in Item 601(b)(31) of
Regulation S-B. Refer to Management`s Report on Internal Control
over Financial Reporting and Certification of Disclosure in
Exchange
Act Periodic Reports, SEC Release No. 33-8392, available on our
website at <http://www.sec.gov/rules/final/33-8392.htm> for
guidance.
Please make conforming changes to exhibits 31.1 and 31.2 to your
Form
10-QSB for the fiscal quarter ended July 31, 2005.
Form 10-QSB for Fiscal Quarter Ended July 31, 2005
Item 3 - Controls and Procedures, page 11
3. We note your statement that "the design of any system of
controls
is based in part upon certain assumptions about the likelihood of
future events, and we cannot assure you that any design will
succeed
in achieving its stated goals under all potential future
conditions,
regardless of how remote." Please revise to state clearly, if
true,
that your disclosure controls and procedures are designed to
provide
reasonable assurance of achieving their objectives and that your
chief executive officer and chief 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.
Please refer to Section II.F.4 of Management`s Reports on Internal
Control Over Financial Reporting and Certification of Disclosure
in
Exchange Act Periodic Reports, SEC Release No. 33-8238, available
on
our website at <http://www.sec.gov/rules/final/33-8238.htm>.
Item 6 - Exhibits and Reports on Form 8-K, page 13
4. Please revise the certifications included as exhibit 32.1 and
32.2
to reflect the appropriate period ended date.
As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. 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 file your cover letter on EDGAR.
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 filings to be certain that the
filings include 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 filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings or
in
response to our comments on your filings.
You may contact Amanda Sledge, Staff Accountant, at (202)
551-
3473 or the undersigned at (202) 551-3428 if you have questions.
Sincerely,
Rachel Zablow
Staff Accountant
Mr. John T. Carson
New Media Lottery Services, Inc.
September 20, 2005
Page 3