Mail Stop 04-06
April 4, 2005
Via facsimile to (954) 660-6561 and U.S. Mail
Mr. Gerard A. Herlihy
Chief Financial Officer
Splinex Technology Inc.
550 W. Cypress Creek Road, Suite 410
Fort Lauderdale, FL 33309
Re: Splinex Technology Inc.
Item 4.01 Form 8-K filed on February 2, 2005
Form 10-QSB for the quarter ended December 31, 2004
File No. 333-116817
Dear Mr. Herlihy:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 8-K filed on February 2, 2005
1. Tell us and disclose when the material weaknesses were
identified,
when the material weaknesses are believed to have begun, by whom
they
were identified and when they were first communicated.
2. Revise to specifically state whether any committee of the board
of
directors, or the board of directors, discussed the subject matter
of
the reportable events with the former accountant. See Regulation
S-B
Item 304(a)(1)(iv)(D).
3. Provide us with any letter or written communication to and from
the former accountants regarding the material internal control
weakness, to management or the Audit committee.
Form 10-QSB for the quarter ended December 31, 2004
We monitored your Form 10-QSB solely related to the matters below.
Item 3 - Controls and Procedures, Page 20
4. We note your statement that "any controls and procedures, no
matter how well conceived and operated, can provide only
reasonable
assurance of achieving the desired control objectives" and that
your
chief executive officer and chief financial officer concluded that
your disclosure controls and procedures were effective and were
operating at the reasonable assurance level. Tell us, and revise
to
state clearly, if true, that your disclosure controls and
procedures
are designed to provide reasonable assurance of achieving their
objectives. In the alternative, all references to the level of
assurance of your disclosure controls and procedures may be
removed
from your disclosures. Please refer to Section II.F.4 of
Management`s Reports on Internal Control Over Financial Reporting
and
Certification of Disclosure in Exchange Act Periodic Reports, SEC
Release No. 33-8238, available on our website at
<http://www.sec.gov/rules/final/33-8238.htm>.
5. We note that in your Form 8-K filed on February 2, 2005, you
identify nine reportable conditions that were deemed to be
material
weaknesses. We also note the disclosure of changes in internal
controls over financial reporting. In light of the fact that a
material weakness appears to have existed, tell us in reasonable
detail, the basis for your officers` conclusions that the
company`s
disclosure controls and procedures were nonetheless effective as
of
the end of the period covered by the report.
********
Please amend your filings and respond to these comments
within
5 business days or tell us when you will provide us with a
response.
You may wish to provide us with marked copies of the amendments to
expedite our review. Please furnish a cover letter with your
amendments that keys your responses to our comments and provides
any
requested supplemental information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff 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.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* 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 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 our review of your filing or in
response to our comments on your filing.
********
Any questions regarding the above should be directed to me
at
(202) 942-1987, or in my absence, to Robert Benton at (202) 942-
1811.
Sincerely,
Tamara Tangen
Staff Accountant
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Splinex Technology Inc.
April 4, 2005
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