GTCTELECOM
March 4, 2007
Via Edgar & U.S. Mail
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Terry French
Accountant Branch Chief
Securities And Exchange Commission
Mail Stop: 3561-CF/AD 11
Washington, D.C., 20549
RE: GTC TELECOM CORP.
ITEM 4.02 OF FORM 8-K
FILED ON FEBRUARY 27, 2007
FILE NO. 0-25703
Dear Ms. French:
We are in receipt of your letter dated March 1, 2007 with respect to GTC
Telecom Corp. (the "Company")'s Form 8-K filed on February 27, 2007 relating to
Item 4.02. In response to your letter, please be advised as follows:
Our certifying officers have considered the effect of the error on the
adequacy of the Company's disclosure controls and procedures on the financial
statements covered by each of the Form 10-KSB for June 30, 2006, and the Form
10-QSB for the periods ended September 30, 2006 and December 31, 2006. We have
determined that the error occurred as a result of a spreadsheet formula error
that calculated minority interest in one of the Company's subsidiaries on the
subsidiary's total cost instead of calculating minority interest on net income.
Our certifying officers have re-examined the Company's internal controls and
procedures to determine if any other such problems exist and have concluded that
there is no systemic problems with respect to the our disclosure controls and
procedures.
We are in the process of filing a restated Annual Report on Form 10-KSB/A
which will include restated financial statements for the fiscal year ended June
30, 2006. Restated Quarterly report on Form 10-QSB/A for the interim period
ended December 31, 2006 will also be filed with the Commission which will
present the corrections to the minority interest and other affected accounts for
all affected periods in a note to the financial statements. We expect to have
these filings completed within the next week
In connection with your letter, this letter acknowledges that:
- the Company is responsible for the adequacy and accuracy of
the disclosure in the above reference 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
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3151 AIRWAY AVE. SUITE P-3, COSTA MESA, CA 92626
PHONE (714) 549-7700 FAX (714) 549-7707
- the Company may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under
federal securities laws of the United States.
If you have any other questions or require additional information regarding
this issue, please do not hesitate to contact me.
Sincerely,
/s/ Gerald A. DeCiccio
Gerald A. DeCiccio
Chief Financial Officer
GTC Telecom Corp.