SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631
September 8, 2009

Mr. Jose Flores Flores Group Simec, Inc. Calzada Lazaro Cardenas 601 Colonia La Nogalera, Guadalajara Jalisco, Mexico 44440
 RE: Group Simec, Inc.
Form 20-F for the fiscal year ended December 31, 2008
  Filed July 20, 2009
File # 1-11176

Dear Mr. Flores:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to pr ovide us with supplemental information so
we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.
Please understand that the purpose of our re view 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 20-F for the fiscal year ended December 31, 2008

 Operating Results, page 49

1. Please revise future filings to address the following:
• We note from your disclosure on page 16 that a significant portion of your
sales are to the automotive industry.  If ch anges in sales to this industry have a
significant impact on your results, pleas e present a specific, quantified
discussion of such changes on a comparative basis.

Mr. Jose Flores Flores
Group Simec, Inc. September 8, 2009 Page 2
• We note from your disclosure on page 16 that customers in the automotive
industry continually seek  price reductions.  Pleas e include a quantified
discussion of the impact of these re ductions on your operating results.
• We note that you experienced a signifi cant decrease in sales during the six
month period ended June 30, 2009.  Pleas e more fully discuss management’s
expectations regarding future  sale trends and any plans to address such trends.
• Please address if and how any decreases in  sales to a particular industry or on
a consolidated basis may impact your liquidity.
 Critical Accounting Policies, page 58

2. Please provide us and revise future fi lings to include a more specific and
comprehensive discussion regarding your ba sis for determining that deferred tax
assets will be realized in the future.  In this regard, pleas e include a qualitative
and quantitative description of the material assumptions used and a sensitivity analysis of those assumptions based on reasonably likely changes.  Please also
identify all the positive and negative evid ence you considered in  determining if a
valuation allowance is necessary.  Re fer to paragraphs 23 and 24 of SFAS 109.
3. Please provide us and revise future fi lings to include a more specific and
comprehensive discussion of your impairment policy for goodwill.  Reference SFAS 142.   In this regard, please specifi cally address the following:
• A qualitative and quantitative description of the material assumptions used
and a sensitivity analysis of those as sumptions based on reasonably likely
changes.
• How the assumptions and methodologies used for valuing goodwill in the
current year changed since the prior year, highlighting th e impact of any
changes.
• Quantitative information regardi ng any significant known trends.
• Any other material and useful inform ation you gather and analyze regarding
the risks and recoverability of goodwill.
 Item 15. Controls and Procedures

A.  Disclosure Control and Procedures, page 99
4. Given the material weaknesses in internal control over financial reporting, discuss
in reasonable detail the ba sis for management’s conclusion that the company’s
disclosure controls and procedures were nonetheless effective as of the end of the
period covered by the report.

B. Management’s Annual Report on Internal  Control over Financial Reporting, page 99
5. In management’s report, include a statem ent that the registered public accounting
firm that audited the financial statements  included in the annual report has issued

Mr. Jose Flores Flores
Group Simec, Inc. September 8, 2009 Page 3
an attestation report on management’s asse ssment of the issuer’s internal control
over financial reporting as require d by Item 15(b)(4) of Form 20-F.
6. Revise your disclosure in the second sent ence to conform to the language defining
internal control over financial reporting in Rule 13a-15(f) under the Exchange
Act.

D. Changes in Internal Control over Financial Reporting, page 102

7. We note your disclosure that, “Except as described in Items 15B and 15C in this
annual report, there were no changes in our internal control over financial
reporting…”.  Revise to state clearly, if correct, that there were changes in your
internal control over financial reporting th at occurred during the fiscal year that
have materially affected or are reasonably likely to materially affect, your internal
control over financial reporting.

Item 19. Exhibits, page 105
8. We note the disclosure that several of the exhibits have been previously filed.
Please revise to indicate that you are inco rporating these exhibits by reference and
indicate the filing(s) from which you are incorporating by reference.

Exhibits 12.1 and 12.2
9. Please file an amendment to your Form 20-F to include revised copies of these
exhibits to provide the cert ifications in the exact fo rm required by Form 20-F.
Refer to paragraph 12 of the Instructions to Exhibits.  In this regard, we note that
you omitted from each exhibit the certifications regard ing internal control over
financial reporting set forth in paragraph (4 ), as well as the reference to internal
control over financial reporting in the introduction to paragraph (4).

Report of Independent Registered Public Accounting Firm, page F-2
10. Your audit report indicates that your auditor conducted their audit “in accordance
with auditing  standards of the Public Comp any Accounting Oversight Board
(United States)” however, Audit Standard  No.1 states that the auditor should
conduct their audit “in acco rdance with the standards of the Public Company
Accounting Oversight Board” since su ch standards also include practice
standards.  Please amend your filing to include a report from your independent
accountant that complies with the requ irements of Audit Standard No.1.

Mr. Jose Flores Flores
Group Simec, Inc. September 8, 2009 Page 4   Note (19) Differences between Mexican fina ncial reporting standards and United States
accounting principles, page F-42
 General

11. We note your disclosure on page F-13 that  you consider a hedge instrument to be
highly effective when changes in its fair  value or cash flows of the primary
position are compensated on a regular or cumulative basis by changes in fair
value or cash flows of the hedging instrument in a ra nge between 80% and 125%.
Please tell us how you considered the gui dance in SFAS 133 in determining that
this range could be defined as high ly effective for U.S. GAAP purposes.

Statement of cash flows, page F-49
12. Please explain how you determined it is ap propriate to classify changes in your
long-term inventory and other non-current assets in cash flows from investing
activities.  Reference SFAS 95.

Goodwill and intangibles, page F-48
13. We note your references to an independe nt valuation analyses and independent
estimates of your market capitalization.  Pleas e tell us the nature and extent of the
involvement of third parties and tell us  whether you believe they are acting as
experts as defined in the Securities Act of 1933.
14. Please revise future filings to disclose goodwill by reportable segment.  Reference
paragraph 45 of SFAS 142.

*    *    *    *
   Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require.  Since the co mpany 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.

Mr. Jose Flores Flores
Group Simec, Inc. September 8, 2009 Page 5     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 their
filings;
• 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions regarding co mments on the financial statements and
related matters, please direct them to Tr icia Armelin, Staff Accountant, at (202) 551-
3747, Anne McConnell, Senior Staff Accountant,  at (202) 551-3709 or, in their absence,
to the undersigned at (202) 551-3768.  Please cont act Dorine Miller, Financial Analyst, at
(202) 551-3711 or, in her absence, Andrew Schoeffler, Staff Attorn ey, at (202) 551-3748
with any other questions.

       S i n c e r e l y ,
           John Cash        A c c o u n t i n g  B r a n c h  C h i e f