September 13, 2005
Mr. Edward D. Ford
Acting Chief Accounting Officer
International Gemini Technology Inc.
#208 - 828 Harbourside Drive
North Vancouver, British Columbia, Canada V7P 3R9
Re: International Gemini Technology Inc.
Form 20-F for Fiscal Year Ended December 31, 2004
Filed June 30, 2005
File No. 0-14740
Dear Mr. Ford:
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 December 31, 2004
Operating and Financial Review and Prospects, page 8
1. We note your statement that "revenue is insignificant and
certainly not material." We further note your disclosure in Note
5
that "A company in which a director has an interest was charged
$20,000 (2003: $3,000; 2002: $12,000) for consulting fees during
the
year ended December 31, 2004." Please clarify how this represents
revenue to the Company and expand your MD&A disclosure to provide
the
reader with an indication of the type of revenue you have
generated
during the periods presented.
Controls and Procedures, page 19
2. We note your disclosure that you have not established controls
and
procedures. Please contact us at your earliest convenience to
further discuss this disclosure.
Independent Auditors` Report
3. We note in the fourth paragraph of the Auditors` Report that
"The
financial statements as at December 31, 2003 and for the years
ended
December 31, 2003 and 2002 were audited by other auditors who
expressed an opinion without reservation in their report dated
February 10, 2004." Please note that you are required to file the
separate audit report 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.
Note 2. Significant Accounting Policies, page 5
(e) Revenue recognition, page 6
4. Please revise your accounting policy note for revenue
recognition
to clearly reflect your current state of operations.
Note 7. Changes in Non-Cash Working Capital Balances Relating to
Operations, page 8
5. Please provide a reconciliation of the change presented in 2004
for Accounts Receivable totaling $(21,311).
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
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Mr. Edward D. Ford
International Gemini Technology Inc.
September 13, 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