June 22, 2005
Mail Stop 7010
Mr. Laith I. Nosh, President
1850 Hartley Avenue, Unit # 1
Coquitlam, British Columbia,
Canada, V3K 7A1
RE: Ikona Gear International, Inc.
Registration Statement on Form SB-2
Filed on July 11, 2005
File No.: 333-126523
Dear Mr. Laith:
We have limited our review of your filing to the disclosures
under "Principal and Selling Shareholders" on pages 29 and 30 as
well
as the "The Plan of Distribution" on page 30 and we have the
following
comments. Where indicated, we think you should revise your
document
in response to our comment. 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.
Principal and Selling Shareholders, page 30
1. If any selling security holder is a broker dealer, please
identify
it as such. Please note that the security holders who are broker-
dealers must be identified as underwriters in the prospectus. For
selling security holders who are affiliates of broker-dealers, the
prospectus must state that: (1) the sellers purchased in the
ordinary
course of business; and (2) at the time of purchase of the
securities
being registered for resale, the seller had no agreements or
understandings, directly or indirectly, with any person, to
distribute
the securities. If you are unable to make these statements in the
prospectus, the disclosure must state that the sellers are also
underwriters.
2. For any selling security holders who are not natural persons
and
not a reporting company under the Exchange Act, a majority owned
subsidiary of a reporting company under the Act, or registered
investment fund under the 1940 Act, you must identify by footnote
or
otherwise the natural person or persons having sole or shared
voting
and investment control over the securities held by the beneficial
owner. Please refer to telephone interpretation 4S. in the
Regulation
S-K section of the 1999 supplement to our "Manual of Publicly
Available Telephone Interpretations" that is available on the
Commission`s website at http://www.sec.gov, and revise or advise.
3. To the extent that any successor (s) to the named selling
security
holders wishes to sell under this prospectus, please be advised
that
you must file a prospectus supplement identifying such successor
(s)
as selling security holders. Please revise your disclosure to
state
that a prospectus supplement will be filed in these circumstances.
Plan of Distribution page 30
4. Rather than state that you will "use your best efforts to file
"a
prospectus supplement, revise to make clear that you will file a
prospectus supplement if required.
As appropriate, please amend your registration statement in
response to this comment. 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
comment 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 comment.
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 Act of 1933
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
the have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, declaring the filing effective, does not
relieve
the company from its full responsibility for the adequacy and
accuracy
of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of your
filing or
in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement. We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request as least two business days in advance of the requested
effective date.
If you have any questions regarding the above comments,
please
contact Errol Sanderson, Financial Analyst at (202) 551-3746 or
Jennifer R. Hardy, Branch Chief-Legal at (202) 551-4667 with any
other
questions.
Sincerely,
Pamela A. Long
Assistant Director
Mr. Laith I. Nosh
Ikona Gear International, Inc.
July 20, 2005
Page 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404
DIVISION OF
CORPORATION FINANCE