August 31, 2006
Via U.S. Mail and Facsimile
Roger A. Rached
Chief Executive Officer
International Hi-Tech Industries Inc.
1096 West 10th Avenue
Vancouver, British Columbia, Canada, V6H 1H8
RE: International Hi-Tech Industries Inc.
Form 20-F, Amendment No. 2, for the fiscal year ended
December
31, 2005
File No. 1-13024
Dear Mr. Rached:
We have limited our review of your Form 20-F, Amendment No. 2, for
the fiscal year ended December 31, 2005, to disclosures relating
to
your contacts with countries that have been identified as state
sponsors of terrorism. Our review with respect to this issue does
not preclude further review by the Assistant Director group with
respect to other issues. At this juncture, we are asking you to
provide us with supplemental information, so that we may better
understand your disclosure. Please be as detailed as necessary in
your response. 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
filings.
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.
General -
We note that your 20-F states that you have received patents for
your
technology in Cuba, Iran, North Korea, Sudan and Syria. Each of
these countries has been identified by the U.S. State Department
as a
state sponsor of terrorism, and is subject to U.S. economic
sanctions. Please describe for us the extent and nature of your
past, current, and anticipated contacts with those countries, if
any,
whether through subsidiaries, affiliated entities, joint ventures,
or
through other direct or indirect arrangements.
Discuss for us the materiality to you of your contacts with Cuba,
Iran, North Korea, Sudan and Syria, individually and in the
aggregate, and whether those contacts, individually or in the
aggregate, constitute a material investment risk for your security
holders. Please address materiality in quantitative terms,
including
the dollar amounts of any associated assets and liabilities, and
revenues. Please also address materiality in terms of qualitative
factors that a reasonable investor would deem important in making
an
investment decision, including the potential impact of corporate
activities upon a company`s reputation and share value.
We note, for example, that Arizona and Louisiana have adopted
legislation that requires their state retirement systems to
prepare
reports regarding state pension fund assets invested in, and/or
permits divestment of state pension fund assets from, companies
that
do business with U.S.-designated state sponsors of terrorism. The
Pennsylvania legislature has adopted a resolution directing its
Legislative Budget and Finance Committee to report annually to the
General Assembly regarding state funds invested in companies that
have ties to terrorist-sponsoring countries. Illinois, Maine, New
Jersey and Oregon have adopted legislation requiring reporting of
interests in, or divestment from, companies that do business with
Sudan, and similar legislation has been proposed by several other
states. The Missouri Investment Trust has established an equity
fund
for the investment of certain state-held monies that screens out
stocks of companies that do business with U.S.-designated state
sponsors of terrorism. Florida requires that issuers disclose in
their prospectuses any business contacts with Cuba or persons
located
in Cuba. Finally, Harvard University, Yale University, Stanford
University, and other educational institutions have adopted
policies
prohibiting investment in, and/or requiring divestment from,
companies that do business with Sudan. Your materiality analysis
should address the potential impact of the investor sentiment
evidenced by such actions directed toward companies that operate
in
Cuba, Iran, North Korea, Sudan and Syria.
Closing Comments
Please respond to this comment within 10 business days or
tell
us when you will provide us with a response. Please file your
response letter on EDGAR.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the 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 the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comment, 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 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 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.
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 filings or in response
to
our comments on your filings.
Please understand that we may have additional comments after
we
review your response to our comment. Please contact Jack
Guggenheim
at (202) 551-3523 if you have any questions about the comment or
our
review. You may also contact me at (202) 551-3470.
Sincerely,
Cecilia D. Blye, Chief
Office of Global Security
Risk
Pamela Long
Nilima Shah
Division of Corporation Finance
Roger A. Rached
International Hi-Tech Industries Inc.
August 31, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546
DIVISION OF
CORPORATION FINANCE