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CORRESP
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CORRESP LETTER TO THE S.E.C.

GIBSON, DUNN & CRUTCHER LLP

LAWYERS

A REGISTERED LIMITED LIABILITY PARTNERSHIP

INCLUDING PROFESSIONAL CORPORATIONS

1050 Connecticut Avenue, N.W. Washington, D.C. 20036-5306

(202) 955-8500

www.gibsondunn.com

April 12, 2005

C 89790-00001

Ms. Tamara Tangen

Staff Accountant

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 04-06

450 Fifth Street, N.W.

Washington, D.C. 20549

               Re:
    Splinex Technology Inc.

Item 4.01 Form 8-K Filed on February 2, 2005

Form 10-QSB for the quarter ended December 31, 2004

File No. 333-116817

Dear Ms. Tangen:

     On behalf of Splinex Technology Inc. (“Splinex” or the “Company”), this responds to your
letter dated April 4, 2005, regarding the Company’s Item 4.01 Form 8-K filed on February 2, 2005
and Form 10-QSB for the quarter ended December 31, 2004. Each of your comments is set forth below,
followed by the Company’s related response.

Securities and Exchange Commission

April 12, 2005

Page 2

Form 8-K filed on February 2, 2005

Comment 1

    1.
    Tell us and disclose when the material weaknesses were identified, when the material
weaknesses are believed to have begun, by whom they were identified and when they were first
communicated.

Response 1

     To the Company’s knowledge, the material weaknesses reported in the Item 4.01 Form 8-K filed
by the Company on February 2, 2005 (the “February 2005 8-K”) were first orally disclosed by the
Company’s former auditor to the Company on February 1, 2005 after the Company advised the former
auditor that it was being dismissed. The Company’s former auditor informed the Company that these
weaknesses were identified during the former auditors’ audit of the Company’s financial statements
for the period beginning at inception, October 28, 2003, and ending March 31, 2004 and sent the
Company, on February 1, 2005, a copy of a workpaper prepared in connection with this audit setting
forth the material weaknesses. Also on February 2, 2005, the Company informed the Audit Committee
of the Company’s Board of Directors of this communication from the Company’s former auditor.

     Separately, in June 2004, the Company retained a chief financial officer, Mr. Herlihy, who
assisted the Company in conducting a review of its then-current internal controls and disclosure
controls and procedures. Under Mr. Herlihy’s supervision, the Company established and implemented
policies and procedures to correct the deficiencies identified by the Company in the Company’s
internal controls and disclosure controls and procedures. As reported in the February 2005 8-K,
among other things, the Company established and implemented documentation and closing procedures
for all transactions, as well as policies and procedures to ensure that financial statements are
prepared in conformity with generally accepted accounting principles. These actions taken to
address the deficiencies identified by the Company in the Company’s internal controls and
disclosure controls and procedures also corrected the material weaknesses described in the
workpaper delivered by the Company’s former auditor to the Company in January 2005.

Comment 2

    2.
    Revise to specifically state whether any committee of the board of directors, or the board of
directors, discussed the subject matter of the reportable events with the former accountant.
See Regulation S-B Item 304(a)(1)(iv)(D).

    Response 2

Securities and Exchange Commission

April 12, 2005

Page 3

     As described in the response to Comment 1 above, to the Company’s knowledge, the Company’s
former auditor did not identify the material weaknesses reported in the February 2005 8-K until
February 2005, by which time the Company had already taken the actions set forth above to correct
these material weaknesses. As a result, neither the Board of Directors of the Company, nor any
committee thereof, discussed the material weaknesses with the Company’s former auditor. Because
the Company did not have any disagreements with its former auditor, and Item 304(a)(1)(iv)(D) of
Regulation S-B requires disclosure of whether any board committee, or the board, discussed the
subject matter of disagreements with an issuer’s former accountant, the Company did not believe
this disclosure requirement was applicable to the February 2005 8-K.

Comment 3

    3.
    Provide us with any letter or written communication to and from the former accountants
regarding the material internal control weakness, to management or the Audit committee.

Response 3

     To the Company’s knowledge, the Company has never received a letter from its former
accountants regarding the material internal control weakness. As noted in the response to Comment
1 above, the only written communication received by the Company from its former auditor regarding
the material internal control weaknesses was a copy of an audit workpaper that, among other things,
identified the material weaknesses reported by the Company in the February 2005 8-K. Each of these
material internal control weaknesses was summarized and disclosed by the Company in the February
2005 8-K.

Form 10-QSB for the quarter ended December 31, 2004

Item 3 – Controls and Procedures, Page 20

Comment 4

    4.
    We note your statement that “any controls and procedures, no matter how well conceived and
operated, can provide only reasonable assurance of achieving the desired control objectives”
and that your chief executive officer and chief financial officer concluded that your
disclosure controls and procedures were effective and were operating at the reasonable
assurance level. Tell us, and revise to state clearly, if true, that your disclosure controls
and procedures are designed to provide reasonable assurance of achieving their objectives. In
the alternative, all references to the level of assurance of your disclosure controls and
procedures may be removed from your disclosures. Please refer to Section II.F.4 of
Management’s Reports on Internal Control Over Financial Reporting and Certification of
Disclosure in Exchange Act Periodic Reports, SEC

Securities and Exchange Commission

April 12, 2005

Page 4

    Release No. 33-8238, available on our website at http://www.sec.gov/rules/final/33-8238.htm.

Response 4

     Item 3 of the Form 10-QSB filed by the Company for the quarter ended December 31, 2004 states
that the Company maintains “disclosure controls and procedures that are designed to ensure that
information required to be disclosed in [the Company’s] reports filed or submitted under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms, and that such information is accumulated and
communicated to [the Company’s] management, including [the Company’s] chief executive officer and
chief financial officer, as appropriate, to allow for timely decisions regarding required
disclosure.” Item 3 also states that the Company’s officers concluded, as of December 31, 2004,
that the Company’s disclosure controls and procedures were effective and operating at the
reasonable assurance level.” The Company respectfully submits that the disclosure in Item 3 of the
Form 10-QSB complies with the guidance provided in Section II.F.4 of Management’s Reports on
Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic
Reports, SEC Release No. 33-8238.

Comment 5

    5.
    We note that in your Form 8-K filed on February 2, 2005, you identify nine reportable
conditions that were deemed to be material weaknesses. We also note the disclosure of changes
in internal controls over financial reporting. In light of the fact that a material weakness
appears to have existed, tell us in reasonable detail, the basis for your officers’
conclusions that the company’s disclosure controls and procedures were nonetheless effective
as of the end of the period covered by the report.

Response 5

     The material weaknesses reported in the Company’s Form 8-K filed on February 2, 2005 were
identified during the former auditor’s audit of the Company’s financial statements for the period
beginning at inception, October 28, 2003, and ending March 31, 2004. As noted above in the
response to Comment 1, in June 2004, the Company retained a chief financial officer and, under his
supervision, has established and implemented policies and procedures to correct the deficiencies
identified in the Company’s internal controls and disclosure controls and procedures, which
included the material weaknesses that were identified by the Company’s former auditor. As reported
in the February 2005 8-K, the Company has, among other things, established and implemented
documentation and closing procedures for all transactions, as well as contract management
procedures; instituted a formal expense reporting and approval process and implemented policies and
procedures to ensure that financial statements are prepared in conformity with generally accepted
accounting principles. In addition, to enable more effective monitoring of the Company’s
operations and financial results, the Company has increased the

Securities and Exchange Commission

April 12, 2005

Page 5

scope and frequency of management review of transactions. The Board of Directors established an
Audit Committee in December 2004; the main function of the Audit Committee is to oversee the
Company’s accounting and financial reporting processes, internal systems of control, independent
auditor relationships and the audits of the Company’s financial statements. Based on these
actions, the Company’s officers concluded that the Company’s disclosure controls and procedures
were effective as of December 31, 2004, the end of the period covered by the Form 10-QSB.

* * *

     As requested in your letter, this letter constitutes a statement by the Company acknowledging
that:

     the Company is responsible for the adequacy and accuracy of the disclosure in the filings
described above;

     staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filings; 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.

     We believe the foregoing is responsive to your comments.

     If you should have any questions or further comments with respect to these matters, please
direct them to the undersigned at (202) 955-8500 or to Gerard Herlihy at (954) 660-6565.

    Very truly yours,

    /s/ Steven I. Glover

    Stephen I. Glover

    cc:
    Michael Stojda

Chief Executive Officer

Gerard A. Herlihy

Chief Financial Officer

Splinex Technology Inc.

650 West Cypress Creek Road, Suite 400

Ft. Lauderdale, Florida 33309