SecProbe.io

November 16, 2005

Via US Mail and Facsimile

Ms. Hong Juin Chang
Cirmaker Technology Corporation
C/O George H. Wang
Thelen, Reid, & Priest, LLP
875 3rd Avenue
New York, NY 10020

Re: Cirmaker Technology Corporation
 Form 10-KSB
 Commission File Number:  333-70156

Dear Ms. Chang,

We have reviewed the above referenced filing and have the following comments.  We have
limited our review to the financial statements and related disclosures included within these
documents.  Understand that the purpose of our  review process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.

Where expanded or revised disclosure is reque sted, you may comply with these comments in
future filings.  If you disagree, we will consider your explanation as to why our comments are
inapplicable or a revision is unnecessary.  In so me of our comments, we may ask you to provide
us with supplemental information so we may be tter understand your disclosure.  Please be as
detailed as necessary in your explanation.

We look forward to working with you in thes e respects and welcome any questions you may
have about any aspects of our review.

* * * * * * * * * * * * * * * * * * * * * * *
Financial Statements

Report of the Independent Registered  Public Accounting Firm, page F-3

1. We note that your auditors are lo cated in Utah. It appears that  a significant portion of your
assets, liabilities, revenues and e xpenses relate to operations located in Taiwan. Please tell us

Ms. Hong Juin Chang
Cirm aker Technology Corporation
November 16, 2005
Page 2

how the audit of the operations in Taiwan, includ ing the associated assets and liabilities, was
conducted. Your response should incl ude a discussion of the following:
• Whether another auditor was involved in the audit of the Taiwanes e operations. If so,
please tell the name of the firm and indi cate whether they are registered with the
Public Company Accounting Oversight Board (PCAOB). Additionally, please tell us
how your U.S. auditor assessed the qualifica tions of the other auditor and the other
auditor's knowledge of US G AAP and PCAOB Standards;
• Whether your U.S. auditor performed all th e required audit procedures within the
United States or whether a portion of th e audit was conducted by your U.S. auditor
within Taiwan;
• The percentage of your total assets, liabilit ies, revenues and expens es that relate to
your operations located in Taiwan for each period presented.

2. Although the report issued on the December 31, 2003 financial statements is dated prior to
May 24, 2004, the inclusion of the report in the document filed in April 2005 constitutes a
reissuance of the report as of the date th e Form 10-KSB was filed.  Please note that
Livingston, Wachtell, and Co. LLP is currently registered with  the PCAOB.  Please see the
registration website at
http://www.pcaobus.org/Registration/R egistered_Public_Accounting_Firms.pdf  .  Please also
note that a non-registered firm may elect to follow PCAOB standard s.  As such, please file an
amended Form 10-KSB with an opinion updated for the appropria te language obtained from
your previous accountant, Livingston, Wachtell, and Co., LLP.

 Consolidated Statements of Cash Flows, page F-7

3. Please revise your presentation of changes in long term debt from the net presentation to the
gross presentation as required by paragraphs 11-13 of SFAS 95.

Note 1 – Organization, Nature of Operations, and Business Acquisition

Other Stock Transactions, page F-11
4. We note from disclosure here and throughout your filing that you have issued shares of
common stock and/or warrants for serv ices several times during 2003 and 2004.
Supplementally provide us with a table detail ing each issuance of equity instruments for
services.  This table should include the date, description of se rvice, number of units and type
of equity instrument issued, total value, how such value was determined, and how such value
compared with the market value on the date of  issuance.  In additi on, your disclosure should
be revised to indicate how you determined the value of the equity instruments and how this

Ms. Hong Juin Chang
Cirm aker Technology Corporation
November 16, 2005
Page 3

value compared to the market value on the date of grant.

Note 2 – Summary of Significant Accounting Policies

Earnings Per Share, page F-17
5. Please revise your disclosure related to ear nings per share to include the number of
potentially anti-dilutive shares.  Refer to the guidance in paragraph 40(c) of SFAS 128.

Note 9 – Stockholders’ Equity

Stock Options and Warrants, page F-23
6. We note that, from November 2004 through February 2005, you issued 25 4/5 units comprised of 25,000 shares of common stoc k, 25,000 warrants to purchase common stock
vesting over three years, and a 10% convertible note in the amount of $25,000 convertible at
$0.25 per share for total proceeds of $645,000 or $25,000 per unit.  With regard to this
issuance, please provide us with your analys is of these instruments under EITF 00-19 and
EITF 00-27.  Include in your re sponse a table and discussi on detailing the following:
• the date of sale of each unit;
• the market value of the common stock at the date of sale;
• how you determined the fair value of the components of each unit;
• how such fair value compared to th e market value on the date of grant;
• how you determined the appropriate classi fication (liability or equity) for the
warrants;
• how you evaluated both the warrants and th e convertible debenture for any benefit
on conversion;
• the amount of such benefit;
• how you recorded such benefit, if any; and
• the effective interest rate or range of effective interest ra tes related to the convertible
debentures issued in conjunction with these transactions.

We may have further comment on your response.

Note 11 – Income Taxes, page F-26

7. We note that you have incurred significant operating losses, net losse s and negative operating
cash flows in recent years, and have an accu mulated deficit as of December 31, 2004 and
June 30, 2005.  We also note that as of December 31, 2004, you have presented $706,323 of
net deferred tax assets in your  balance sheet for which no valu ation allowance was provided.
Forming a conclusion that a valu ation allowance is not needed is difficult when there is
negative evidence such as cumulative losses in recent years, as the weight given to the
potential effect of evidence should be commensu rate with the extent to which it can be

Ms. Hong Juin Chang
Cirm aker Technology Corporation
November 16, 2005
Page 4

objectively verified.  In this re gard, your history of recent loss es would appear to require a
full valuation allowance against deferred tax asse ts.  Please tell us how you determined that
deferred tax assets were recoverabl e in light of the history of lo sses.  In the alternative, if
after reconsidering the eviden ce available you determine that a full valuation was necessary,
please amend your financial statements accordingl y.  Refer to paragraphs 23 and 25 of SFAS
109.

8. As a related matter, we note that, in Note 11, you discuss U.S. and Taiwanese net operating
loss carryforwards and indicate that these have been fully reserved.  Supplementally clarify
this apparent discrepancy.

Form 10-QSB for the Quarterly Period Ended June 30, 2005

9. We note from the disclosure related to the 25 4/5 units issue from November 2004 through
February 2005 and from the December 31, 2004 balance sheet that approximately $520,000 of 180 day convertible notes were issued as  of December 31, 2004.  We also note from your
balance sheet presentatio n in this Form 10-QSB that the full issuance of $645,000 convertible
notes is still outstanding.  Supplementally e xplain to us the facts and circumstances
surrounding the non-conversion of at least $520,000 of these notes  as it appears the latest
maturity date would be June 30, 2005.

* * * * * * * * * * * * * * * * * * * * * * *

We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure in the
filings reviewed by the staff to be certain that  they have provided a ll information investors
require.  Since the company and its management  are in possession of a ll 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 disclo sure in the filings;
‚ staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose th e 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 federa l securities laws of  the United States.

In addition, please be advised th at the Division of Enforcement has access to all information you
provide to the staff of the Division of Corporat ion Finance in our review  of your filing or in
response to our comments on your filing.

Ms. Hong Juin Chang
Cirm aker Technology Corporation
November 16, 2005
Page 5

Please file your response to our comments via EDGAR within ten business days from the date of
this letter.  Please understand that we may have additional comments after reviewing your
response.  You may contact Amy Geddes at  202-551-3304 or Lyn Shenk at 202-551-3380 if you
have questions or me at 202-551- 3211 with any concerns as I s upervised the review of your
filing.

        S i n c e r e l y ,

        David R. Humphrey
        B r a n c h   C h i e f