Via Facsimile and U.S. Mail
Mail Stop 6010
January 6, 2006
Mr. George G. Usher
President and Chief Executive Officer
Polydex Pharmaceuticals Limited
421 Comstock Road
Toronto, Ontario M1L 2H5
Canada
Re: Polydex Pharmaceuticals Limited
Form 10-K for Fiscal Year Ended January 31, 2005
Forms 10-Q for Fiscal Quarters Ended
April 30, 2005, July 31, 2005 and October 31, 2005
File No. 1-08366
Dear Mr. Usher:
We have reviewed your December 9, 2005 response letter to
our
November 23, 2005 comment letter and have the following comments.
Where indicated, we think you should revise your documents 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 ask you to provide us with more
information so we may better understand your disclosure.
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.
Form 10-K/A for the year ended January 31, 2005
General
1. Please file your amendment with an amendment number on the
cover
page. Please refer to Rule 12b-15 of the Exchange Act. Please
file
updated certifications with your amendments. Please revise your
fiscal 2006 Forms 10-Q/A, accordingly.
Financial Statements
Consolidated Statements of Cash Flows
2. We note the investing activity line-item you added in response
to
our previous comment five. It appears based on the cash balances
you
previously reported that these amounts represent the net change in
cash of your business held for sale. Please revise your
disclosure
to reclassify these amounts into operating, investing and
financing
activities, as appropriate as required by paragraph 26 of SFAS 95.
Otherwise, please explain to us why these amounts are properly
reflected as investing activities.
Notes to Consolidated Financial Statements
Note 12a. Sparhawk Laboratories, Inc., page 15
3. We acknowledge your response to our previous comment six.
Please
revise your disclosure to specifically indicate the amount of
interest accrued and associated deferred gain. In addition,
please
disclose the amount of the promissory note and the amount of
deferred
gain, including interest, deducted from this asset on the face of
your balance sheet. Please refer to the Interpretive Response to
Question 2 of SAB 5:U. Please revise your fiscal 2006 Forms 10-Q,
accordingly.
As appropriate, please amend your Form 10-K for the year
ended
January 31, 2005 and Forms 10-Q for the quarters ended April 30,
2005, July 31, 2005 and October 31, 2005 and respond to these
comments within 10 business days or tell us when you will respond.
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 information. Detailed cover letters greatly facilitate
our
review. Please file the letter on EDGAR under the form type label
CORRESP. Please understand that we may have additional comments
after reviewing your amendments and responses to our comments.
If you have any questions, please contact Mark Brunhofer,
Staff
Accountant, at (202) 551-3638 or Donald Abbott, Senior Staff
Accountant, at (202) 551-3608. In this regard, do not hesitate to
contact me, at (202) 551-3679.
Sincerely,
Jim B. Rosenberg
Senior Assistant Chief Accountant
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Mr. George G. Usher
Polydex Pharmaceuticals Limited
January 6, 2006
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