November 30, 2005
Mr. Raymond Pecoskie
President and CEO
Grandview Gold Inc.
400-56 Temperance Street
Toronto, Ontario, Canada, M5H 3V5
RE: Grandview Gold Inc.
Amendment No. 2 to Registration Statement on Form 20-F
Filed on November 15, 2005
File No. 0-51303
Dear Mr. Pecoskie:
We have reviewed your filing and response letter dated
November
14, 2005 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 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.
Form 20-F
2005 Annual Report - Form 20-F
1. The company`s annual report on Form 20-F for the May 31, 2005
year
end is due on November 30, 2005. The company may extend the
filing
date to December 15, 2005 by filing a Form 12b-25 no later than
November 30, 2005.
Item 10.G - Statements by Experts
2. Revise this item to reference the consents filed in Exhibits
5.3
and 5.4.
Auditor`s Report
3. The independent auditor`s report should be revised to include
the
cumulative from inception period in their report since this
information is required to be audited.
Financial Statements
4. Revise to remove `A development stage company` from the
financial
statements page headings.
Mineral Property Acquisition Costs
5. Based on disclosures in Note 2.b), Note 5 and Note 14, it
appears
that you are not treating mineral property acquisition costs as
tangible assets for U.S. GAAP purposes as called for by EITF 04-2.
Please tell how you account for these costs for U.S. GAAP and
detail
these costs for the reporting periods after the implementation
date
of EITF 04-2.
Note 14 - Differences between Canadian GAAP and US GAAP
6. Revise Note 14 to remove all references to "development stage
company" and `the cumulative from date of inception of the
development stage`data. Since the company has elected to follow
Item
17, you are not required to provide all the footnote disclosure
required under US GAAP. (Development stage cumulative data under
SFAS 7 is considered footnote disclosure and is only required if
Item
18 is followed by the foreign registrant.) Also, the first
paragraph
on page 21 should be deleted from the footnote. Please call us to
discuss this comment before you respond to this letter.
7. In addition, revise to remove the second sentence of the fourth
paragraph on page 19 which states, "Accordingly, under US GAAP,
the
company would be characterized as `a development stage company`."
Please note that pursuant to Industry Guide 7, the company would
be
an `exploration stage company` under US GAAP.
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 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 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.
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)551-3685. Direct any correspondence to us at
the following ZIP Code: 20549-7010.
Sincerely,
Tangela S. Richter
Branch Chief
cc: R. Baer
B. Stem
J. Weitzel
J. Wynn
S. Min
Via facsimile
Mr. James Berns
(212) 332-3315
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Mr. Raymond Pecoskie
Grandview Gold Inc.
November 30, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010