Room 4561
November 9, 2005
Alain Lemieux
President, Chief Executive Officer and
Director
XL Generation International Inc.
460 Saint-Gabriel, Suite 21
Montreal, Quebec
Canada H27 2Z9
Re: XL Generation International Inc.
Form 8-K filed on November 8, 2005
File No. 3-116045
Dear Mr. Lemieux:
We have reviewed the above referenced filing and have the
following comments. Where indicated, we think you should revise
your
filing in response to these comments. If you disagree, we will
consider your explanation as to why our comments are inapplicable
or
revisions 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 November 8, 2005, 2005
1. Revise to state whether the former accountant resigned,
declined
to stand for re-election or was dismissed, as required by Item
304(a)(1)(i) of Regulation S-B. It is not sufficient to state
that
the company "replaced" its independent auditor, as that wording is
unclear to a reader.
2. Item 304(a)(1)(ii) of Regulation S-B requires a statement
whether
the accountant`s report on the financial statements for either of
the
past two years contained an adverse opinion or a disclaimer of
opinion or was qualified or modified as to uncertainty, audit
scope
or accounting principles; and a description of the nature of each
such adverse opinion, disclaimer of opinion, modification or
qualification. This would include disclosure of uncertainty
regarding the ability to continue as a going concern in the
accountant`s report. We note that the opinions of Malone &
Bailey,
PC, dated June 13, 2005 and May 20, 2004 contain going concern
qualifications. Revise accordingly.
3. Revise to state whether during the registrant`s two most recent
fiscal years and the subsequent interim period through the date of
resignation, declination or dismissal there were any disagreements
with the former accountant on any matter of accounting principles
or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the
satisfaction
of the former accountant, would have caused it to make reference
to
the subject matter of the disagreement(s) in connection with its
reports. In the event of disagreement(s) and/or reportable
event(s),
provide the specific disclosures required by Item 304(a)(1)(iv)(B)
of
Regulation S-B.
As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
provide
us with a response. Please submit all correspondence and
supplemental materials on EDGAR as required by Rule 101 of
Regulation
S-T. Please furnish a cover letter with any amendment that keys
your
response to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
any
amendments and 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 comment, 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 comment on your filings.
You may contact Tamara Tangen, Staff Accountant, at (202)
551-
3443 or me at (202) 551-3488 with any questions.
Sincerely,
Stephen G. Krikorian
Branch Chief - Accounting
Mr. Alain Lemieux
XL Generation International Inc.
November 9, 2005
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