June 6, 2005
via U.S. mail
Mr. Raymond Pecoskie
President and CEO
Grandview Gold Inc.
400-56 Temperance Street
Toronto, Ontario, Canada, M5H 3V5
RE: Grandview Gold Inc.
Registration Statement on Form 20-F
Filed on May 5, 2005
Dear Mr. Pecoskie:
We have reviewed the above filing, 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 on any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General Comments
1. Where comments on one section also relate to disclosure in
another
section, please make parallel changes to all affected disclosure.
This will eliminate the need for us to repeat similar comments.
2. Update your disclosure throughout to the most recent
practicable
date with each amendment. For example, update the exchange rate
information. See Item 3.A.3 of Form 20-F.
Key Information
Risk Factors, page 4
3. You include a large number of risk factors that could suggest
that
your operations are more substantial than is actually the case.
(a) Rather than including several risk factors related to aspects
of
the mining industry that will not apply to you unless and until
you
have substantive mining operations, we suggest that you include in
one
new risk factor a concise discussion that makes clear that you
have no
revenues from operations and no ongoing mining operations of any
kind,
but listing and briefly discussing those risks that would apply if
you
ever commenced actual mining operations.
(b) Also, please emphasize in the caption and text of this new
risk
factor that the chances of you ever reaching development stage are
remote.
(c) Eliminate the extraneous risk factors that the new risk factor
will replace.
4. Revise risk factor subheadings so that they clearly identify
the
risk to be discussed. Several of your risk factor captions are too
vague and generic to adequately describe the risk that follows.
For
example, simply stating "Risk of Mining Operations" and "Lack of
Revenue Producing Operations" does not disclose the resulting risk
of
harm to investors.
5. Throughout this section, rather than stating that there is or
can
be no assurance of a particular outcome, state the extent of each
risk
plainly and directly.
We could Lose our Interest in the Pony Creek...., page 5
6. Please provide a more detailed discussion in this section or
provide a cross-reference to other disclosure that addresses the
extent of your obligations under your agreements with Pescio and
Mill
City regarding your option to acquire a 60% interest in the Pony
Creek/Elliott Dome Property.
Risk of Adverse Government Policies and Environmental Risks,
page 7
7. Please provide a more detailed discussion in this section or
provide a cross-reference to other disclosure that addresses the
governmental rules and regulations, including federal, provincial
and
local government rules and regulations, which impact your business
activities. For example, if a permit is required for you to
conduct
any exploratory activities, please discuss the requirements for
the
permit, whether you have obtained such a permit or the status of
your
application for the permit and the regulatory body responsible for
granting the permit. We may have further comments. See Item
4.B.8 of
Form 20-F.
Information on the Company
History and Development of the Company, page 11
8. Disclose the reasons for each cease trade order issued by the
Ontario Securities Commission.
9. Provide further explanation for why your company has undergone
a
number of different business initiatives. For example, disclose
exactly how the company`s line of business changed over that
period of
time, and whether there were any changes to management along the
way.
Discuss particularly why the Navitrak initiative was found to be
"unfavorable." We note that Mr. Strickland is the CEO of Navitrak.
Revise this section accordingly.
10. Please disclose the name and address of your agent in the
United
States, if any. See Item 4.a.3 of Form 20-F.
Property, Plants and Equipment, page 15
11. We note your statement that "[t]hough the Company is
concentrating
most of its resources on exploration of the Pony/Creek Elliott
Dome
Property, the Company has budgeted $50,000 over the next twelve
months
for exploration of the property in Bissett, Manitoba, Canada.
However, you state in your Business Overview section that the
Company
is concentrating all of its resources on exploration of the
Pony/Creek
Elliott Dome Property. Please reconcile this discrepancy and
ensure
that your disclosure is consistent throughout your filing.
Operating and Financial Review and Prospects
Operating Results, page 28
12. Your disclosure discusses a number of factors affecting your
results of operations. However, your description of those factors
is
too generic and non-specific for investors to get a meaningful
understanding of the nature of the underlying events driving your
results of operations. For example, please disclose the nature of
the
services performed pursuant to the management and investor
relation
services.
Liquidity and Capital Resources, page 29
13. We note that you completed several private placements during
the
year ended December 31, 2004. Tell us where you conducted the
private
placements. If in the U.S., disclose the exemption upon which you
relied.
Directors, Senior Management and Employees
Directors and Senior Management, page 30
14. Please provide a more detailed description of each director`s
and
executive officer`s recent business experience. Disclose any
positions held, the period of time in such position, the
associated
place of employment and the line of business of any employer from
whose name it is not self-evident. For example, Mr. Raymond
Pecoskie`s prior business experience immediately before joining
the
company is unclear.
Major Shareholders and Related Party Transactions
Major Shareholders, page 34
15. Disclose any significant change in the percentage ownership
held
by major shareholders during the past three years. See Item
7.A.1.b
of Form 20-F.
Related Party Transactions, page 34
16. Please identify the name of the company owned by Mr. Raymond
Pecoskie to which you paid $118,314 in exchange for management and
consulting services.
The Offer and Listing, page 35
17. Table No. 13 appears to be mislabeled. Please revise and
ensure
that all such labels and references throughout your filing are
accurate.
Additional Information
Memorandum and Articles of Association, page 37
18. Provide a more detailed disclosure in this section. For
example,
please:
(a) disclose the percentage vote required to pass any resolution
at a
shareholder meeting, including an election of directors; and
(b) identify the number of shareholders that must be present at a
meeting to constitute a quorum.
Note 9- Differences Between United States and Canadian Generally
Accepted Accounting Principles
19. Expand the footnote disclosure to include the differences on
the
statement of cash flows of the classification of mineral property
expenditures as an operating cash outflow for US GAAP purposes
with a
corresponding reduction in investing activities cash outflows.
Engineering Comments
General
20. You state that you are a "development stage company" which is
a
phrase commonly used in financial statements in other industries.
Under Industry Guide 7, mineral exploration companies may not call
themselves "development stage companies." Industry Guide 7 can be
reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.
21. Insert a small-scale map showing the location and access to
your
property. Note that SEC`s EDGAR program now accepts digital maps;
so
please include these in any future amendments that are filed on
EDGAR.
It is relatively easy to include automatic links at the
appropriate
locations within the document to GIF or JPEG files, which will
allow
the figures and/or diagrams to appear in the right location when
the
document is viewed on the Internet. For more information, please
consult the EDGAR manual, and if you need addition assistance,
please
call Filer Support at 202-942-8900. Otherwise provide the map to
the
engineering staff for our review.
Property and Equipment, page 15
22. Supplementally provide written consents from any experts whose
name you cite, and/or whose work you incorporate into your
document,
particularly from Mr. R.H. Russell and Mr. Ferreira concerning the
Bissett gold camp. These consents should concur with the summary
of
the information in the report disclosed, and agree to being named
as
an expert in the registration statement. If you can not obtain
the
consents, then remove all references to these experts.
23. We note that you disclose that your Pony Creek property is
located
in the southern half of the Carlin trend, and is 19 miles south of
Newmont`s Rain mine. This suggests that your property may have
commercial mineralization because of its proximity to other mines
and
mineral properties. Describe only geology, history or exploration
results that are directly related to the properties that you have
the
right to explore or mine. Remove all references to mines,
adjacent or
analogous properties, deposits, occurrences or exploration
activities
by other companies outside of your properties. Focus your
disclosure
on your property.
24. We note your disclosure of the inferred mineral resources for
the
Pony Creek deposit. To be disclosed, mineral resources" must have
"reasonable prospects for economic extraction." We believe this
means
that any reportable "resource" estimates must have been delimited
using an economically based "cutoff" to segregate "resources" from
just "mineralization." Supplementally provide the unit cutoffs
used
to delimit your tonnage estimates. Also provide an analysis that
substantiates that the cutoffs used were based on reasonable
economic
assumptions. In addition, supplementally provide the technical
report
for the property. Or if the resource estimates are not based on
economic cutoffs, remove the estimates.
Closing Comments
We remind you that the Form 20-F registration statement
becomes
effective automatically under the Exchange Act 60 days from the
date
of filing, and the Exchange Act reporting requirements become
operative at that time.
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the
amendment to expedite our review. Please furnish a cover letter
with
your amendment 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.
In responding to this comment letter, you must comply with
Rule
12b-15 and General Instruction D of Form 20-F, which includes
filing
copies of your amended registration statement, which you have
clearly
and accurately marked to reflect the changes that you have made.
You
should include with your filing a response letter that keys your
responses to our comments and indicates the location of changes
made
in response to our comments. Also, you should note the location
of
any material changes that you made for reasons other than in
response
to our comments. Supplementally, please provide four copies of
your
amended registration statement clearly and accurately marked to
reflect the changes that you have made to Jason Wynn. In the
event
that you disagree with any of our comments, tell us why in your
response letter. We may have additional comments based on your
responses.
Direct questions relating to the engineering comments to
Roger
L. Baer at (202) 551-3705. Direct questions relating to the
accounting comments to John Weitzel at (202) 551-3731 or, in his
absence, to Barry Stem, Senior Assistant Chief Accountant at (202)
551-3763. Direct questions relating to all other disclosure
issues to
Jason Wynn at (202) 551-3756 or, in his absence, to the
undersigned,
at (202)551-3740. Direct any correspondence to us at the
following
ZIP Code: 20549-0405.
Sincerely,
H. Roger Schwall
Assistant Director
cc: R. Baer
B. Stem
J. Weitzel
J. Wynn
Via facsimile
Mr. James Berns
(212) 332-3315
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Grandview Gold Inc.
June 6, 2005
page 8
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATION FINANCE