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SEC Comment Letter for Vocalscape Networks, Inc. (CIK 0001083721) — Nov 21, 2005

Vocalscape Networks, Inc. (CIK 0001083721)
Date: Nov. 21, 2005 · CIK: 0001083721 · Accession: 0000000000-05-058882

AI Filing Summary & Sentiment

Date
September 8, 2005
Author
Owen Pinkerton
Form
UPLOAD
Company
Vocalscape Networks, Inc. (CIK 0001083721)

Letter

September 8, 2005 Mail Stop 4561 David M. Otto Secretary Dtomi, Inc. 601 Union Street Seattle, WA 98101

RE: Dtomi, Inc. File No. 0-27277 Preliminary Information Statement on Form 14C Filed on August 24, 2005

Dear Mr. Otto :

This is to advise you that we are limiting our review of the above information statement to certain portions of your 10-QSB for the quarter ended June 30, 2005, which is incorporated by reference into your information statement.

Form 10-QSB for the Quarter Ended June 30, 2005

Item 3. Controls and Procedures, page 10

1. Please revise your disclosure to clarify that the evaluation of disclosure controls was conducted as of the end of the period covered by the report.

2. Please clearly state that Mr. Otto performs the functions of your chief executive officer, if true. Otherwise, revise to include the conclusions of the person performing this function regarding effectiveness of your disclosure controls and procedures.

3. Please clarify if true, in the final sentence under this heading, that there have been no changes in your internal controls over financial reporting during the time period covered. See Item 308(c) of Regulation S-B.

Exhibits

4. We note that the wording of the certifications set forth in Exhibits 31.1 and 31.2 does not track the current wording required by Item 601(b)(31) of Regulation S-B. See SEC Release No. 33-8518. Please revise your certifications to comply with the requirements of Item 601(b)(31) of Regulation S-B.

We will not conduct any further review of the information statement. As such, all persons who are responsible for the adequacy and accuracy of the disclosure are urged to be certain that they have included all information required pursuant to the Securities Exchange Act of 1934.

Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, prior to filing your definitive information statement, please furnish a letter, acknowledging that

* the company is responsible for the adequacy and accuracy of the disclosure in the filing;

* staff comments or changes made in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

* 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.

In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.

If you have any questions, please call Amanda McManus, attorney- advisor, at (202) 551-3412 or the undersigned at (202) 551-3694.

Sincerely,
Owen Pinkerton
Senior Counsel

Show Raw Text
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<TEXT>

September 8, 2005

Mail Stop 4561

David M. Otto
Secretary
Dtomi, Inc.
601 Union Street
Seattle, WA 98101

RE:		Dtomi, Inc.
      File No. 0-27277
Preliminary Information Statement on Form 14C
		Filed on August 24, 2005

Dear Mr. Otto :

      This is to advise you that we are limiting our review of the
above information statement to certain portions of your 10-QSB for
the quarter ended June 30, 2005, which is incorporated by
reference
into your information statement.

Form 10-QSB for the Quarter Ended June 30, 2005

Item 3. Controls and Procedures, page 10

1. Please revise your disclosure to clarify that the evaluation of
disclosure controls was conducted as of the end of the period
covered
by the report.

2. Please clearly state that Mr. Otto performs the functions of
your
chief executive officer, if true.  Otherwise, revise to include
the
conclusions of the person performing this function regarding
effectiveness of your disclosure controls and procedures.

3. Please clarify if true, in the final sentence under this
heading,
that there have been no changes in your internal controls over
financial reporting during the time period covered.  See Item
308(c)
of Regulation S-B.

Exhibits

4. We note that the wording of the certifications set forth in
Exhibits 31.1 and 31.2 does not track the current wording required
by
Item 601(b)(31) of Regulation S-B.  See SEC Release No. 33-8518.
Please revise your certifications to comply with the requirements
of
Item 601(b)(31) of Regulation S-B.

      We will not conduct any further review of the information
statement.   As such, all persons who are responsible for the
adequacy and accuracy of the disclosure are urged to be certain
that
they have included all information required pursuant to the
Securities Exchange Act of 1934.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that they
have provided all information investors require for an informed
decision.  Since the company and its management are in possession
of
all facts relating to a company`s disclosure, they are responsible
for the accuracy and adequacy of the disclosures they have made.

	Notwithstanding our comments, prior to filing your definitive
information statement, please furnish a letter, acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes made in response to staff comments do
not
foreclose the Commission from taking any action with respect to
the
filing; and

* 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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	If you have any questions, please call Amanda McManus,
attorney-
advisor, at (202) 551-3412 or the undersigned at (202) 551-3694.

      Sincerely,

Owen Pinkerton
Senior Counsel

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David M. Otto
Dtomi, Inc.
September 8, 2005
Page 1

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