SecProbe.io

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						September 13, 2004

Randolph D. Foote
Secretary
MicroTel International Inc.
9485 Haven Avenue, Suite 100
Rancho Cucamonga, CA  91730

Re:	MicroTel International Inc.
	Schedule 14A Preliminary Proxy Materials
	Filed September 3, 2004
	File No. 001-10346

Dear Mr. Foote:

	We have the following comments on your filing.  Please note that
we have limited our review to the matters addressed in our comments.
We anticipate at this time that no further review of your proxy
statement will be made other than a review of your responses to these
comments.  Note that we may have further comments on these issues.
All persons who are by statute responsible for the adequacy and
accuracy of the filing are urged to be certain that all required
information has been included.

Proposal 2:  Approval of Amendment to Increase Authorized Common
Stock

1. Expand this section to indicate, as of the most recent date
practicable:

* the number of outstanding shares of common stock;
* the number of authorized shares of common stock reserved for
issuance pursuant to options, warrants, contractual commitments or
other arrangements; and
* the number of authorized and unissued shares that are not reserved
for any specific use and are available for future issuances, before
and after the increase in authorized shares.

2. Provide disclosure that alerts stockholders to the fact that
approval of the increase in authorized shares will generally empower
the directors to issue the additional shares without prior notice to
stockholders or their approval.  Also state that the equity interests
of current stockholders may be significantly diluted if the
additional authorized common stock is issued.  You should describe
briefly the limited circumstances in which stockholder approval of
issuances of the additional shares would be required.

3. Expand the disclosure to conform with the guidelines set forth in
SEC Release No. 34-15230 (October 13, 1978), Disclosure in Proxy or
Information Statements; Anti-Takeover or Similar Proposals.  Briefly
discuss the effects on stockholders of the proposed increase in the
number of authorized shares of common stock, from an anti-takeover
perspective.  The additional disclosure should include a discussion
of:

* whether the proposal is submitted as a result of or in response to
any accumulation of stock or threatened takeover;
* whether you have any plans to subsequently implement additional
measures having anti-takeover effects; and
* existing provisions of the articles of incorporation, bylaws and
agreements which have material anti-takeover effects.

Closing Comments

	Please respond to these comments by filing a revised preliminary
proxy material.  You may wish to provide us with marked copies of the
revised preliminary proxy material to expedite our review.  Include a
letter that responds to each comment and notes the location of
corresponding revisions.  Please also note the location of any
material changes made in the materials for reasons other than in
response to specific comments.

Please direct any questions to Daniel Duchovny at (202) 942-2962 or
to me at (202) 942-1927.

							Sincerely,

							Thomas A. Jones
							Senior Counsel

cc: Cristi Parker, Esq. (via fax: (714) 546-9035)
Randolph D. Foote
MicroTel International Inc.
September 13, 2004
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