Dialog Group, Inc.
December 20, 2006
H. Christopher Owings, Assistant Director
Securities and Exchange Commission
100 F Street NE
Washington, DC 20002
Re: Dialog Group, Inc.: 2006 Special Meeting Information Statement
Dear Mr. Owings,
This letter is submitted in connection with the filing of the Definitive
Information Statement for the Special Meeting of Shareholders to be held on
December 31, 2006 and in further reply to item 7 to your letter of December 5,
2006.
Thank you, again, for the time spent by John Fieldsend. Please share this
document with him.
With regard to the Information Statement, Dialog Group acknowledges that:
o it is responsible for the adequacy and accuracy of the disclosure in
the filing;
o 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.
o The Company agrees that it will 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.
Form 10-QSB for the Fiscal Quarter Ended September 30, 2006
Item 3. Controls and Procedures, page 12
7. In addition to the response provided in our letter of December 8, 2006
filed with you on December 19, 2006, please be advised that our future
filings will disclose any change in our internal control over financial
reporting that occurred during the last fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
Thank you for your attention to these matters.
Respectfully submitted,
Dialog Group, Inc.
By: /s/ Peter DeCrescenzo
---------------------------------
Peter DeCrescenzo, President
and Chief Executive Officer
Copies should be provided to:
John Filedsend
MAS/dt