UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0308
DIVISION OF
CORPORATION FINANCE
Mail Stop 03-08
August 17, 2005
AU Moon Ying, Henry
Chief Financial Officer
Man Sang Holdings, Inc.
21/F., Railway Plaza, 39 Chatham Road South
Tsimshatsui, Kowloon, Hong Kong
Re: Man Sang Holdings, Inc.
Form 10-K for the Fiscal Year Ended March 31, 2005
Form 10-Q for the Fiscal Quarter Ended June 30, 2005
File No. 0-20877
Dear Mr. AU Moon Ying:
We have reviewed the above referenced filings and have the
following comments. We have limited our review to only your
financial statements and related disclosures and do not intend to
expand our review to other portions of your documents. Where
indicated, we think you should revise your documents in response
to
these comments in future filings. 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 information so we may better understand your disclosure.
After
reviewing this information, we may 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.
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 18
Critical Accounting Policies and Estimates, page 19
1. Your discussion of critical accounting policies should include
quantification of the underlying accounts and a discussion of
changes
and trends associated with the underlying accounts. For example,
your
discussion of inventories write-downs and allowance for doubtful
accounts should quantify the amount of expenses that you recorded
in
each period for allowances and discuss any trends or significant
changes. Your discussion of long-lived assets, non-consolidated
investments, and marketable securities should discuss any
impairments
or other than temporary declines in value incurred as well as the
reasons for significant changes and trends.
Notes to the Consolidated Financial Statements, F-9
General
2. We note that you recorded impairment losses during the periods
presented. For each impairment loss, tell us and disclose in
future
filings, the disclosure requirements of paragraph 26 in FAS 144,
including:
* A description of the impaired long-lived asset and the facts and
circumstances leading to the impairment;
* Since not separately presented on the face of the statement, the
amount of the impairment loss and the caption in the income
statement
that includes the loss;
* The segment in which the impaired long-lived asset is reported
under FAS 131.
Note 1 - Organization and Acquisition and Divestiture, page F-10
3. We note your disclosure that you acquired the remaining 21%
equity
interest of Cyber Bizport Limited in exchange for the entire 79%
indirect equity interest in MSIL. You previously state that MSIL
is
an indirectly owned subsidiary in which you have a 49.4% ownership
interest. Please reconcile these disclosures.
Note 5. Inventories, F-21
4. We note that you wrote down inventories in 2005 and 2004. Tell
us
why inventories were written down below cost for each of the
periods
presented. In addition, if you have an allowance for obsolete
inventory, include Schedule II for all valuation and qualifying
accounts in accordance with Rules 5-04 and 12-09 of Regulation S-X
in
future filings.
Note 8. Real Estate Investment, F-22
5. We note that you entered into a sales and purchase agreement in
March 2004 to dispose of a real estate investment to a third
party.
It appears that you classified the real estate investment as held
and
used in the balance sheet and the results of operations as
continuing
operations in the statement of operations in 2004. Tell us how
you
considered the criteria of paragraph 30 of FAS 144 concerning the
sale of this real estate investment and how you determined that
the
long-lived asset should not be classified as held-for-sale on the
balance sheet at March 31, 2004 and the results of operations as
discontinued operations in the statement of operations for the
year
ended 2004.
* * * *
Please send us your response to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter keying your responses to our
comments
and provide any requested supplemental information. Please file
your
response letter on EDGAR. Please understand that we may have
additional comments after reviewing your responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.
You may contact Dave Irving, Staff Accountant, at (202) 551-
3321 if you have questions regarding comments on the financial
statements and related matters. Please contact me at (202) 551-
3841
with any other questions.
Sincerely,
Michael Moran
Branch Chief
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AU Moon Ying, Henry
Man Sang Holdings, Inc.
August 17, 2005
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