CENTALE, INC.
6700 N. Andrews Avenue, Suite 605
Ft. Lauderdale, FL 33309
765-224-3300
January 26, 2006
Via EDGAR
Ms. Linda van Doorn
Senior Assistant Chief Accountant
Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549
Re: Centale, Inc.
Form 10-KSB for the year ended March 31, 2005
Filed June 29, 2005
File No. 0-50863
Dear Ms. Doorn,
I am writing in response to your letter dated January 12, 2006,
concerning the 10-KSB for March 31, 2005 filed June 29, 2005. The
Staff's comments included in your letter are set forth below in bold
italics.
Form 10-KSB
Management's Discussion and Analysis, page 5
1. PLEASE DISCLOSE IN FUTURE FILINGS TO DESCRIBE THE REASONS FOR
MATERIAL CHANGES IN CASH FLOWS FROM OPERATING, INVESTING, AND
FINANCING ACTIVITIES FROM PERIOD TO PERIOD. THE LIQUIDITY
DISCUSSION SHOULD FOCUS ON THE REASONS FOR THE CHANGES IN ASSETS AND
LIABILITIES. IN ADDITION, DISCLOSE FUTURE COMMITMENTS AND
OBLIGATIONS OF THE COMPANY.
1. Effective with the 10-QSB for the quarter ended December 31, 2005,
Centale will describe in more detail material changes in cash flows
from operating, investing, and financing activities from period to
period. In addition any future commitments and obligations of the
company will be detailed in the Management's Discussion and Analysis
section of future filings.
Financial Statements
Balance Sheets, page F-2
2. PLEASE PROVIDE US WITH ADDITIONAL INFORMATION ON YOUR SOFTWARE
DEVELOPMENT AND SOFTWARE TECHNOLOGY ASSETS INCLUDING HOW THEY WERE
OBTAINED AND THEIR USES. ALSO, PLEASE INCLUDE A DISCUSSION ON THE
REASONS THE ASSETS WERE CAPITALIZED AND HOW THE AMORTIZATION PERIODS
WERE DETERMINED. PLEASE CITE THE ACCOUNTING LITERATURE USED IN YOUR
ASSESSMENT.
2. The asset identified as "Software Technology" consists of the
primary design for Centale's principal software application.
Pursuant to FAS 86: "Production Costs of Computer Software," the
technology was capitalized because it was not developed for a
specific customer or project, but was developed to enable Centale to
enter into the business of marketing software applications. The
technology was purchased for $100,000 in February 2004 from the
individual who was at that time the sole director of Centale.
Pursuant to FAS 86: "Production Costs of Computer Software," the
asset was recorded at the lesser of Centale's cost or the historic
cost incurred by the seller, because he was an affiliate at the time
of transfer. The amortization period of five years was based on the
expected period of usefulness of the technology.
The assets identified as "Software Development" represent upgrades
and improvements to the software application that is the Company's
principal product. The development was performed by third parties
under contract to Centale. Pursuant to FAS 86: "Production Costs
of Computer Software," the development was recorded on Centale's
books at cost. The amortization period of five years was based on
the expected period of usefulness of the technology.
Acknowledgement
The undersigned, as President of Centale, Inc., acknowledges the
following:
* The company is responsible for the adequacy and accuracy of
the disclosure in the filing.
* Staff comments or changes to disclosure in response to staff
comments do not foreclosure the Commission from taking any
action with respect to the filing
* 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
Sincerely,
/s/ Juan C. Ferreira
---------------------
Juan C. Ferreira
President