View:
August 2, 2005
Mr. Kam Shah
Chief Executive and Financial Officer
Bontan Corporation Inc.
47 Avenue Road, Suite 200
Toronto, Ontario M5R 2G3
Re: Bontan Corporation Inc.
Form 20-F for Fiscal Year Ended March 31, 2004
Filed August 30, 2004
File No. 0-30314
Dear Mr. Shah:
We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our 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 for the Fiscal Year Ended March 31, 2004
Auditors` Report, page F-2
1. We note in the fifth paragraph of the Auditors` Report that
"The
consolidated financial statements for the years ended March 31,
2003
and 2002 were audited by another firm of Chartered Accountants,
who
expressed opinions without reservation on those financial
statements
in their reports dated June 16, 2003 and June 27, 2002." Please
note
that you are required to file the separate audit report and
consent
of the accountant that audited your financial statements in prior
years. Refer to Item 17(a) of Form 20-F and amend your filing as
appropriate.
Consolidated Financial Statements
Consolidated Statements of Operations, page F-5
2. We note that you have presented net loss per share for the
fiscal
years 2002 and 2003 based on the pre-reverse split number of
shares
issued and outstanding. Please refer to paragraph 58 of CICA
3500,
which requires retroactive presentation of per share disclosure,
and
revise your calculation of net loss per share accordingly.
Additionally address the number of shares "pre-split" which you
have
presented on the face of your Consolidated Statement of
Shareholders`
Equity on page F-7.
Consolidated Statements of Cash Flows, page F-6
3. We note in your reconciliation of net loss to net cash used in
operating activities that you present a subtotal of net loss and
various charges and credits above total net cash used in operating
activities. We note the Illustrative example in CICA 1540, and
that
the subtotal presented does not include net loss; rather the
presentation only includes "items not affecting cash." Support
your
disclosure of this subtotal under Canadian GAAP as there does not
appear to be a provision within CICA 1540 for this presentation.
Note 2 - Significant Accounting Policies, page F-9
Stock-Based Compensation Plan, page F-11
4. Please support your statement, with respect to CICA 3870, that
"The new standard permits the Company to continue its existing
policy
of recording no compensation costs on the grant of stock options
to
employees but to disclose on a pro forma basis net earnings and
earnings per share had the Company adopted the fair value method
for
accounting for options granted to employees."
Note 3 - Prepaid and Other Receivables, page F-11
5. Please explain the nature and terms of the amount due from a
director. We may have further comment.
Note 4 - Advances, page F-12
6. We note that in your Form 6-K for the Fiscal Quarter Ended
December 31, 2004 the amount you have presented in the Advances
line
item at March 31, 2004 has been reduced to zero at December 31,
2004.
Please reconcile the difference between the amount recorded as an
Advance of $2,530,353 with the balance recorded in the Oil and gas
properties investment line item of $2,366,586.
Closing Comments
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.
You may contact Jennifer Goeken at (202) 551-3721 if you have
questions regarding comments on the financial statements and
related
matters. Please contact me at (202) 551-3683 with any other
questions
Sincerely,
Jill S. Davis
Branch Chief
??
??
??
??
Mr. Kam Shah
Bontan Corporation Inc.
August 2, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010