Mail Stop 0407
December 19, 2005
Via U.S. Mail and Fax (972-407-8436)
Mr. Gene S. Bertcher
President and Chief Financial Officer
CabelTel International Corporation
1755 Wittington Place
Suite 340
Dallas, TX 75234
RE: CabelTel International Corporation
Form 10-K/A No. 3 for the fiscal year ended December 31,
2004
Filed November 23, 2005
File No. 0-08187
Dear Mr. Bertcher:
We have reviewed the above referenced filing 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. 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 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.
Form 10-K/A No. 3 for the Year Ended December 31, 2004
Amendment No. 3 to Form 10-K for Cabeltel International
Corporation,
page 2
1. Please amend this section to include disclosure stating why the
Cabeltel AD financial statements are included in this filing.
Specifically, please disclose that the separate financial
statements
of Cabeltel AD are included in the filing because it is your
intention to exchange the preferred shares that were issued for
common shares, and upon that exchange transaction occurring, you
will
record a reverse acquisition with Cabeltel AD and their financial
statements will be recorded as the accounting acquirer, and
therefore
are relevant to your investors. We also suggest you add this
language to your disclosure on page 9 regarding the acquisition of
Cabeltel AD, along with any other relevant disclosure regarding
the
pending reverse acquisition accounting.
Liquidity and Capital Resources, page 18
2. In future filings, revise your disclosure to comply with Item
303
of Regulation S-K. Please discuss in more detail and quantify
your
short-term and long-term cash requirements. Your discussion
should
include the funds necessary to maintain current operations and any
commitments for capital expenditures and other expenditures.
Refer
to Section IV of the Commission`s Interpretive Release on
Managements
Discussion and Analysis of Financial Condition and Results of
Operations which is located on our website at:
http://www.sec.gov/rules/interp/33-8350.htm.
Gain on Sale of Assets, page 21
3. Tell us specifically how you accounted for the purchase of
Gaywood
Oil and Gas, LLC and the gain on sale of assets for $1.2 million
when
you exchanged your bond for 100% of their business. Tell us why
you
originally valued the bond at zero.
Consolidated Statement of Operations, page F-5
4. In future filings, please revise to comply with SAB 11B, if
applicable.
Note C - Notes Receivable, page F-14
5. Tell us how the $4.0 million notes receivable disclosed in this
footnote relates to the $856,000 notes receivable on your balance
sheet at December 31, 2004. Tell us how you have realized and
accounted for deferred gains in the amount of $3.7 million.
Note G-Affiliated Partnership, page F-16
6. Refer to your investment in CREI and tell us your consideration
of
Rule 3-09 of Regulation S-X. It appears to us that your share in
the
income (loss) of CREI meets the significant subsidiary test at the
20% level in 2003 and 2002. Further, it appears that the gain
resulted from the 56% share of the proceeds received by CREI on
its
outstanding notes net of partnership expenses should be classified
together with your equity in income (loss) in CREI and considered
in
your calculation of significant subsidiary for purposes of Rule 3-
09
of S-X. Please provide your supporting calculation.
7. In future filings revise to present your equity in earnings
(loss)
of partnerships and other unconsolidated subsidiaries in
accordance
with Rule 5-03-13 of Regulation S-X.
Financial statements of Cabletel AD
Note B - Sale of duct, page F-30
8. Tell us specifically what is included in your sale of duct, and
your accounting policy.
Note M - Other income (expense), page F-38
9. Tell us about your accounting policy for program rights fee
income.
Note R - Commitments and Contingencies
Contract with an International Carrier, page F-43
10. Tell us specifically why your legal advisors believe the
contract
with this carrier can be terminated and the loss of approximately
$1.4 million does not need to be accrued.
Form 10-Q for the Fiscal Quarter ended September 30, 2005
General
11. Please comply with all of the applicable comments above.
* * * *
As appropriate, please amend your Form 10-K 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
comment and provides any requested supplemental 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 comment.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings 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 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 Bob Carroll, Staff Accountant, at (202) 551-
3362 or Carlos Pacho, Senior Assistant Chief Accountant, at (202)
551-3835 if you have questions regarding the comment. Please
contact
me at (202) 551-3810 with any other questions.
Sincerely,
/s/ Carlos Pacho for
Larry Spirgel
Assistant Director
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Mr. Gene S. Bertcher
CabelTel International Corporation
December 19, 2005
Page 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE