Phinder Technologies Inc.
(Formerly known as Digital Rooster.com Ltd.)
366 Bay Street, 12th Floor
Toronto, Ontario, Canada M5H 4B2
Cicely Luckey
Staff Accountant
Securities and Exchange Commission
Washington, D.c. 20549
Re: Response to SEC comments letter from July 7, 2005
August 23, 2005
Dear Ms. Luckey:
Please accept this letter as a response to the Securities and Exchange
Commission comments letter on Digital Rooster.com Ltd response dated March 28,
2005.
Item 5A.1
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Operating Results
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Comment:
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1. WE HAVE CONSIDERED YOUR RESPONSE TO OUR PRIOR COMMENT 2. IN FUTURE FILINGS,
REVISE YOUR DISCUSSION OF OPERATING RESULTS TO INCLUDE A MORE DETAILED
DISCUSSION OF THE REASON FOR THE CHANGE IN REVENUES, THE CORRELATION
BETWEEN REVENUES AND SALARIES, AND THE UNDERLYING REASONS FOR ANY MATERIAL
CHANGES IN SALARIES (DECREASE IN WORKFORCE ETC.) SIMILAR TO THE DISCUSSION
PROVIDED IN YOUR RESPONSE.
Item, 5B
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Liquidity and capital resources
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2. WE HAVE CONSIDERED YOUR RESPONSE TO OUR PRIOR COMMENT 3. IN FUTURE FILINGS,
REVISE YOUR DISCUSSION OF LIQUIDITY AND CAPITAL RESOURCES TO PROVIDE A MORE
COMPREHENSIVE DISCUSSION OF YOUR LONG AND SHORT TERM SOURCES AND USES OF
CASH SIMILAR TO THAT PROVIDED IN YOUR RESPONSE.
Response:
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We have amended March 31, 2005 MD&A to include more detailed discussion of
operating results and of liquidity and capital resources. We will revise our
discussion in future filings.
Comment:
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Financial Statements
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Auditors' Report page 1
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3. WE HAVE REVIEWED YOUR RESPONSE TO COMMENT 5. AMEND YOUR MARCH 31, 2005 FORM
20-F TO INCLUDE AN AUDIT REPORT THAT COMPLIES WITH THE REQUIREMENTS IN
PCAOB AS 1.
Response:
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We have amended our March 31, 2004 and March 31, 2005 Form 20-F to include an
audit report that complies with the requirements in PCAOB AS 1.
Comment:
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4. WE HAVE CONSIDERED YOUR RESPONSE TO COMMENT 6. AMEND YOUR MARCH 31, 2004
FORM 20-F TO INCLUDE AN AUDITED INCOME STATEMENT AND STATEMENT OF CASH
FLOWS FOR THE THREE YEARS ENDED MARCH 31, 2004 IN ACCORDANCE WITH ITEMS 8
AND 17 OF FORM 20-F AND RULE 3-02 OF REGULATION S-X.
Response:
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We have amended our March 31, 2004 and March 31, 2005 Form 20-F to include an
audited income statement and statement of cash flows for three years ended March
31, 2004 and March 205 respectively.
Comment:
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Consolidated Statement of Cash Flows page 5
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5. WE HAVE REVIEWED YOUR RESPONSE TO COMMENT 8. AMEND YOU MARCH 31, 2004 FORM
20-F TO PROPERLY PRESENT THE IMPACT OF THE STOCK DIVIDE EFFECTED AS A STOCK
SPLIT IN THE EARLIEST PERIOD PRESENTED.
Response:
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We have amended our March 31, 2004 and March 31, 2005 Form 20-F to properly
present the impact of the stock dividend effected as a stock split in the
earliest period presented.
Comment
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Gain on dilution of investment in subsidiary page 15
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6. WE HAVE CONSIDERED YOUR RESPONSE TO COMMENT 9. WE ARE STILL UNSURE HOW YOU
DETERMINED THAT IT WOULD BE APPROPRIATE TO RECOGNIZE A GAIN ON THE ISSUANCE
OF TREASURY SHARES RATHER THAN RECORDING THE AMOUNT AS ADDITIONAL PAID IN
CAPITAL. ADDITIONALLY WE ARE UNSURE OF THE GUIDANCE YOU ARE RELYING ON TO
CONSOLIDATE AVRADA BASED ON YOUR 42% OWNERSHIP INTEREST.
Response:
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We have restated our previously issued 2004 consolidated financial statements to
record a dilution gain of $67,000, a minority interest of $1,000 and contributed
surplus of $491,144 (please see Note 10 to the attached 2004 financial
statements).
The Company has consolidated the financial results of its subsidiary Avrada Inc.
(Avrada), in which the Company has 42% ownership interest, in accordance with
the provisions of Regulation SX 3A.02 which clearly exhibits the financial
position and results of operations of the registrant and subsidiaries.
Although the Company owns directly 42% ownership interest in Avrada , additional
16% owned by related shareholders, making the total of 58% of Avrada shares
owned by the Company shareholders. The Company had full control on the affairs
of Avrada and made all strategic business decisions at the financial and board
level, exercising effective control over the subsidiary. In addition, the
Company funds the business activities of Avrada as Avrada does not have
sufficient funds to finance its activities without financial support from the
Company. The Company makes all financial, management, operating and strategic
decisions for the success of Avrada.
Sincerely,
John van Arem
Chief Executive Officer