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SEC Company Response from CIRMAKER TECHNOLOGY CORP (CIK 0001159013) — Dec 9, 2005

CIRMAKER TECHNOLOGY CORP (CIK 0001159013)
Date: Dec. 9, 2005 · CIK: 0001159013 · Accession: 0000950120-05-000821

AI Filing Summary & Sentiment

File numbers found in text: 333-70156

Referenced dates: November 16, 2005

Date
December 9, 2005
Author
Branch Chief
Form
CORRESP
Company
CIRMAKER TECHNOLOGY CORP (CIK 0001159013)

Letter

December 9, 2005 BY EDGAR -------- Mr. David R. Humphrey Branch Chief 100 F Street N.E. Securities and Exchange Commission Washington, D.C. 20549

RE: CIRMAKER TECHNOLOGY CORPORATION FORM 10 KSB FOR FISCAL YEAR ENDED DECEMBER 31, 2004 COMMISSION FILE NUMBER 333-70156

Dear Mr. Humphrey:

This letter is being filed in response to comments from the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") transmitted by letter dated November 16, 2005 to Ms. Hong Juin Chang of Cirmaker Technology Corporation (the "Company") with respect to the above referenced filing.

As comments 2, 3 and 5 of the Staff require the Company to file an amended Form 10-KSB (the "Amended Form 10-KSB"), attached to this filing as Appendix A are the proposed changed pages for the Amended Form 10-KSB.

For the convenience of the Staff, each of the Staff's comments is included and is followed by the corresponding response of the Company.

FINANCIAL STATEMENTS --------------------

REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, PAGE F-3 ---------------------------------------------------------------------

1. WE NOTE THAT YOUR AUDITORS ARE LOCATED IN UTAH. IT APPEARS THAT A SIGNIFICANT PORTION OF YOUR ASSETS, LIABILITIES, REVENUES AND EXPENSES RELATE TO OPERATIONS LOCATED IN TAIWAN. PLEASE TELL US HOW THE AUDIT OF THE

<PAGE>

David R. Humphrey December 9, 2005 Page 2

OPERATIONS IN TAIWAN, INCLUDING THE ASSOCIATED ASSETS AND LIABILITIES, WAS CONDUCTED. YOUR RESPONSE SHOULD INCLUDE A DISCUSSION OF THE FOLLOWING:

o WHETHER ANOTHER AUDITOR WAS INVOLVED IN THE AUDIT OF THE TAIWANESE OPERATIONS. IF SO, PLEASE TELL THE NAME OF THE FIRM AND INDICATE WHETHER THEY ARE REGISTERED WITH THE PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD (PCAOB). ADDITIONALLY, PLEASE TELL US HOW YOUR U.S. AUDITOR ASSESSED THE QUALIFICATIONS OF THE OTHER AUDITOR AND THE OTHER AUDITOR'S KNOWLEDGE OF US GAAP AND PCAOB STANDARDS;

o WHETHER YOUR U.S. AUDITOR PERFORMED ALL THE REQUIRED AUDIT PROCEDURES WITHIN THE UNITED STATES OR WHETHER A PORTION OF THE AUDIT WAS CONDUCTED BY YOUR U.S. AUDITOR WITHIN TAIWAN;

o THE PERCENTAGE OF YOUR TOTAL ASSETS, LIABILITIES, REVENUES AND EXPENSES THAT RELATE TO YOUR OPERATIONS LOCATED IN TAIWAN FOR EACH PERIOD PRESENTED.

Response: The Company's US audit firm at the time, Child, Sullivan & Company (now Child, Van Wagner & Bradshaw PLLC) used no other audit firm to assist in the audit. The Company's US auditor does a great deal of audit work in Asia, and their auditors were personally on site in Taiwan to perform the audit field work. Their on-site audit team consisted of their full-time employees from Utah, their contract employees from Hong Kong, and a mandarin speaking audit manager who they regularly contract from another PCAOB registered firm located in Utah. In addition to the audit staff on site, the engagement partner visited and toured the facilities, met with management, and reviewed the on-site audit work being performed. Management's understanding is that most of the auditor's upper level reviews and final clean-up were performed in the US, but the majority of required audit procedures were performed in Taiwan.

The Staff is correct in its assessment that a majority of the Company's assets, liabilities, revenues and expenses are located in Taiwan. The percentages, as of December 31, 2004, are: assets, 95.9%; liabilities, 83.8%; revenues, 90.0%; and expenses, 45.3%.

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 REISSUANEE OF THE REPORT AS OF THE DATE THE 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/REGISTERED_PUBLIC_ACCOUNTING _FIRMS.PDF. PLEASE ALSO NOTE THAT A NON-REGISTERED FIRM MAY ELECT TO FOLLOW PCAOB STANDARDS. AS SUCH, PLEASE FILE AN AMENDED FORM 10-KSB WITH AN OPINION UPDATED FOR THE APPROPRIATE LANGUAGE OBTAINED FROM YOUR PREVIOUS ACCOUNTANT, LIVINGSTON, WACHTELL, AND CO., LLP

Response: The Company will file this report with the Amended Form 10-KSB.

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

<PAGE>

David R. Humphrey December 9, 2005 Page 3

Response: In the Amended Form 10-KSB, the Company has revised its presentation of changes in long term debt in the Consolidated Statements of Cash Flow from the net presentation to the gross presentation.

NOTE 1 - ORGANIZATION, NATURE OF OPERATIONS, AND BUSINESS ACQUISITION ---------------------------------------------------------------------

OTHER STOCK TRANSACTIONS, PAGE F-1L -----------------------------------

4. WE NOTE FROM DISCLOSURE HERE AND THROUGHOUT YOUR FILING THAT YOU HAVE ISSUED SHARES OF COMMON STOCK AND/OR WARRANTS FOR SERVICES SEVERAL TIMES DURING 2003 AND 2004. SUPPLEMENTALLY PROVIDE US WITH A TABLE DETAILING EACH ISSUANCE OF EQUITY INSTRUMENTS FOR SERVICES. THIS TABLE SHOULD INCLUDE THE DATE, DESCRIPTION OF SERVICE, 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 ADDITION, YOUR DISCLOSURE SHOULD BE REVISED TO INDICATE HOW YOU DETERMINED THE VALUE OF THE EQUITY INSTRUMENTS AND HOW THIS VALUE COMPARED TO THE MARKET VALUE ON THE DATE OF GRANT.

Response: Please see the requested table attached hereto as Appendix B. Notes 1 and 9 regarding stock transactions have been updated to disclose the determination of value and its comparison to market value on the dates of grant.

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ----------------------------------------------------

EARNINGS PER SHARE. PAGE F-17 -----------------------------

5. PLEASE REVISE YOUR DISCLOSURE RELATED TO EARNINGS PER SHARE TO INCLUDE THE NUMBER OF POTENTIALLY ANTI-DILUTIVE SHARES- REFER TO THE GUIDANCE IN PARAGRAPH 40(C) OF SFAS 128.

Response: In the Amended Form 10-KSB, the disclosure has been revised to indicate 7,100,000 potentially anti-dilutive shares, as well as the fully diluted denominator as 34,500,443.

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 STOCK, 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 ANALYSIS OF THESE INSTRUMENTS UNDER EITF 00-19 AND EITF 00-27. INCLUDE IN YOUR RESPONSE A TABLE AND DISCUSSION DETAILING THE FOLLOWING:

o THE DATE OF SALE OF EACH UNIT;

<PAGE>

David R. Humphrey December 9, 2005 Page 4

o THE MARKET VALUE OF THE COMMON STOCK AT THE DATE OF SALE;

o HOW YOU DETERMINED THE FAIR VALUE OF THE COMPONENTS OF EACH UNIT;

o HOW SUCH FAIR VALUE COMPARED TO THE MARKET VALUE ON THE DATE OF GRANT;

o HOW YOU DETERMINED THE APPROPRIATE CLASSIFICATION (LIABILITY OR EQUITY) FOR THE WARRANTS;

o HOW YOU EVALUATED BOTH THE WARRANTS AND THE CONVERTIBLE DEBENTURE FOR ANY BENEFIT ON CONVERSION;

o THE AMOUNT OF SUCH BENEFIT;

o HOW YOU RECORDED SUCH BENEFIT, IF ANY; AND

o THE EFFECTIVE INTEREST RATE OR RANGE OF EFFECTIVE INTEREST RATES RELATED TO THE CONVERTIBLE DEBENTURES ISSUED IN CONJUNCTION WITH THESE TRANSACTIONS.

WE MAY HAVE FURTHER COMMENT ON YOUR RESPONSE.

Response: Please see the requested table and disclosure attached hereto as Appendix C.

NOTE 11 - INCOME TAXES, PAGE F-26 ---------------------------------

7. WE NOTE THAT YOU HAVE INCURRED SIGNIFICANT OPERATING LOSSES, NET LOSSES AND NEGATIVE OPERATING CASH FLOWS IN RECENT YEARS, AND HAVE AN ACCUMULATED 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 VALUATION ALLOWANCE WAS PROVIDED. FORMING A CONCLUSION THAT A VALUATION 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 COMMENSURATE WITH THE EXTENT TO WHICH IT CAN BE OBJECTIVELY VERIFIED. IN THIS REGARD, YOUR HISTORY OF RECENT LOSSES WOULD APPEAR TO REQUIRE A FULL VALUATION ALLOWANCE AGAINST DEFERRED TAX ASSETS. PLEASE TELL US HOW YOU DETERMINED THAT DEFERRED TAX ASSETS WERE RECOVERABLE IN LIGHT OF THE HISTORY OF LOSSES. IN THE ALTERNATIVE, IF AFTER RECONSIDERING THE EVIDENCE AVAILABLE YOU DETERMINE THAT A FULL VALUATION WAS NECESSARY, PLEASE AMEND YOUR FINANCIAL STATEMENTS ACCORDINGLY. REFER TO PARAGRAPHS 23 AND 25 OF SFAS 109.

Response: Management believes that the operating subsidiary in Taiwan will more likely than not generate taxable income sufficient to realize the benefits of the deferred tax assets. The deferred tax assets shown on the balance sheet are specific to Taiwan, and a full valuation allowance was made for deferred taxes in the U.S.

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.

<PAGE>

David R. Humphrey December 9, 2005 Page 5

Response: In the amended Form 10-KSB, Note 11 of the financial statements has been revised to clarify the full valuation allowance for U.S. operating loss carryforwards only. Management believes it is more likely than not that the Taiwanese subsidiary will generate taxable income sufficient to realize the deferred tax assets prior to their expiration.

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 PRESENTATION IN THIS FORM 10-QSB THAT THE FULL ISSUANCE OF $645,000 CONVERTIBLE NOTES IS STILL OUTSTANDING. SUPPLEMENTALLY EXPLAIN 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.

Response: The note conversion feature was not automatic or mandatory. The lenders opted to retain the debentures for future collection rather than convert them to equity in Cirmaker.

The Company acknowledges that (a) it is responsible for the adequacy and accuracy of the disclosure in the filings; (b) Staff comments or changes to disclosure in response to Staff comment in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filing; and (c) 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.

If you would like to discuss any of the responses to the Staff's comments or if you would like to discuss any other matters, please contact the undersigned at 886-3-282-1006 or our counsel George Wang at (212) 603-2062.

Very truly yours,
/s/ Hong Juin Chang

Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                        Cirmaker Technology Corporation
            No. 8, Lane 377, Chung Cheng Road, Feng Yeh Li, Yang Mei
                              Taoyuan 326, Taiwan
                               Republic of China

                                December 9, 2005

BY EDGAR
--------

Mr. David R. Humphrey
Branch Chief
100 F Street N.E.
Securities and Exchange Commission
Washington, D.C. 20549

     RE:  CIRMAKER TECHNOLOGY CORPORATION
          FORM 10 KSB FOR FISCAL YEAR ENDED DECEMBER 31, 2004
          COMMISSION FILE NUMBER 333-70156

Dear Mr. Humphrey:

     This letter is being filed in response to comments from the staff (the
"Staff") of the Securities and Exchange Commission (the "Commission")
transmitted by letter dated November 16, 2005 to Ms. Hong Juin Chang of Cirmaker
Technology Corporation (the "Company") with respect to the above referenced
filing.

     As comments 2, 3 and 5 of the Staff require the Company to file an amended
Form 10-KSB (the "Amended Form 10-KSB"), attached to this filing as Appendix A
are the proposed changed pages for the Amended Form 10-KSB.

     For the convenience of the Staff, each of the Staff's comments is included
and is followed by the corresponding response of the Company.

FINANCIAL STATEMENTS
--------------------

REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, PAGE F-3
---------------------------------------------------------------------

1.   WE NOTE THAT YOUR AUDITORS ARE LOCATED IN UTAH. IT APPEARS THAT A
     SIGNIFICANT PORTION OF YOUR ASSETS, LIABILITIES, REVENUES AND EXPENSES
     RELATE TO OPERATIONS LOCATED IN TAIWAN. PLEASE TELL US HOW THE AUDIT OF THE

<PAGE>

David R. Humphrey
December 9, 2005
Page 2

     OPERATIONS IN TAIWAN, INCLUDING THE ASSOCIATED ASSETS AND LIABILITIES, WAS
     CONDUCTED. YOUR RESPONSE SHOULD INCLUDE A DISCUSSION OF THE FOLLOWING:

     o    WHETHER ANOTHER AUDITOR WAS INVOLVED IN THE AUDIT OF THE TAIWANESE
          OPERATIONS. IF SO, PLEASE TELL THE NAME OF THE FIRM AND INDICATE
          WHETHER THEY ARE REGISTERED WITH THE PUBLIC COMPANY ACCOUNTING
          OVERSIGHT BOARD (PCAOB). ADDITIONALLY, PLEASE TELL US HOW YOUR U.S.
          AUDITOR ASSESSED THE QUALIFICATIONS OF THE OTHER AUDITOR AND THE OTHER
          AUDITOR'S KNOWLEDGE OF US GAAP AND PCAOB STANDARDS;

     o    WHETHER YOUR U.S. AUDITOR PERFORMED ALL THE REQUIRED AUDIT PROCEDURES
          WITHIN THE UNITED STATES OR WHETHER A PORTION OF THE AUDIT WAS
          CONDUCTED BY YOUR U.S. AUDITOR WITHIN TAIWAN;

     o    THE PERCENTAGE OF YOUR TOTAL ASSETS, LIABILITIES, REVENUES AND
          EXPENSES THAT RELATE TO YOUR OPERATIONS LOCATED IN TAIWAN FOR EACH
          PERIOD PRESENTED.

     Response: The Company's US audit firm at the time, Child, Sullivan &
Company (now Child, Van Wagner & Bradshaw PLLC) used no other audit firm to
assist in the audit. The Company's US auditor does a great deal of audit work in
Asia, and their auditors were personally on site in Taiwan to perform the audit
field work. Their on-site audit team consisted of their full-time employees from
Utah, their contract employees from Hong Kong, and a mandarin speaking audit
manager who they regularly contract from another PCAOB registered firm located
in Utah. In addition to the audit staff on site, the engagement partner visited
and toured the facilities, met with management, and reviewed the on-site audit
work being performed. Management's understanding is that most of the auditor's
upper level reviews and final clean-up were performed in the US, but the
majority of required audit procedures were performed in Taiwan.

     The Staff is correct in its assessment that a majority of the Company's
assets, liabilities, revenues and expenses are located in Taiwan. The
percentages, as of December 31, 2004, are: assets, 95.9%; liabilities, 83.8%;
revenues, 90.0%; and expenses, 45.3%.

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 REISSUANEE OF THE REPORT AS OF THE DATE
     THE 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/REGISTERED_PUBLIC_ACCOUNTING
     _FIRMS.PDF. PLEASE ALSO NOTE THAT A NON-REGISTERED FIRM MAY ELECT TO FOLLOW
     PCAOB STANDARDS. AS SUCH, PLEASE FILE AN AMENDED FORM 10-KSB WITH AN
     OPINION UPDATED FOR THE APPROPRIATE LANGUAGE OBTAINED FROM YOUR PREVIOUS
     ACCOUNTANT, LIVINGSTON, WACHTELL, AND CO., LLP

     Response: The Company will file this report with the Amended Form 10-KSB.

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

<PAGE>

David R. Humphrey
December 9, 2005
Page 3

     Response: In the Amended Form 10-KSB, the Company has revised its
presentation of changes in long term debt in the Consolidated Statements of Cash
Flow from the net presentation to the gross presentation.

NOTE 1 - ORGANIZATION, NATURE OF OPERATIONS, AND BUSINESS ACQUISITION
---------------------------------------------------------------------

OTHER STOCK TRANSACTIONS, PAGE F-1L
-----------------------------------

4.   WE NOTE FROM DISCLOSURE HERE AND THROUGHOUT YOUR FILING THAT YOU HAVE
     ISSUED SHARES OF COMMON STOCK AND/OR WARRANTS FOR SERVICES SEVERAL TIMES
     DURING 2003 AND 2004. SUPPLEMENTALLY PROVIDE US WITH A TABLE DETAILING EACH
     ISSUANCE OF EQUITY INSTRUMENTS FOR SERVICES. THIS TABLE SHOULD INCLUDE THE
     DATE, DESCRIPTION OF SERVICE, 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 ADDITION, YOUR
     DISCLOSURE SHOULD BE REVISED TO INDICATE HOW YOU DETERMINED THE VALUE OF
     THE EQUITY INSTRUMENTS AND HOW THIS VALUE COMPARED TO THE MARKET VALUE ON
     THE DATE OF GRANT.

     Response: Please see the requested table attached hereto as Appendix B.
Notes 1 and 9 regarding stock transactions have been updated to disclose the
determination of value and its comparison to market value on the dates of grant.

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------------

EARNINGS PER SHARE. PAGE F-17
-----------------------------

5.   PLEASE REVISE YOUR DISCLOSURE RELATED TO EARNINGS PER SHARE TO INCLUDE THE
     NUMBER OF POTENTIALLY ANTI-DILUTIVE SHARES- REFER TO THE GUIDANCE IN
     PARAGRAPH 40(C) OF SFAS 128.

     Response: In the Amended Form 10-KSB, the disclosure has been revised to
indicate 7,100,000 potentially anti-dilutive shares, as well as the fully
diluted denominator as 34,500,443.

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 STOCK, 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 ANALYSIS OF THESE INSTRUMENTS UNDER EITF 00-19 AND
     EITF 00-27. INCLUDE IN YOUR RESPONSE A TABLE AND DISCUSSION DETAILING THE
     FOLLOWING:

     o    THE DATE OF SALE OF EACH UNIT;

<PAGE>

David R. Humphrey
December 9, 2005
Page 4

     o    THE MARKET VALUE OF THE COMMON STOCK AT THE DATE OF SALE;

     o    HOW YOU DETERMINED THE FAIR VALUE OF THE COMPONENTS OF EACH UNIT;

     o    HOW SUCH FAIR VALUE COMPARED TO THE MARKET VALUE ON THE DATE OF GRANT;

     o    HOW YOU DETERMINED THE APPROPRIATE CLASSIFICATION (LIABILITY OR
          EQUITY) FOR THE WARRANTS;

     o    HOW YOU EVALUATED BOTH THE WARRANTS AND THE CONVERTIBLE DEBENTURE FOR
          ANY BENEFIT ON CONVERSION;

     o    THE AMOUNT OF SUCH BENEFIT;

     o    HOW YOU RECORDED SUCH BENEFIT, IF ANY; AND

     o    THE EFFECTIVE INTEREST RATE OR RANGE OF EFFECTIVE INTEREST RATES
          RELATED TO THE CONVERTIBLE DEBENTURES ISSUED IN CONJUNCTION WITH THESE
          TRANSACTIONS.

     WE MAY HAVE FURTHER COMMENT ON YOUR RESPONSE.

     Response: Please see the requested table and disclosure attached hereto as
Appendix C.

NOTE 11 - INCOME TAXES, PAGE F-26
---------------------------------

7.   WE NOTE THAT YOU HAVE INCURRED SIGNIFICANT OPERATING LOSSES, NET LOSSES AND
     NEGATIVE OPERATING CASH FLOWS IN RECENT YEARS, AND HAVE AN ACCUMULATED
     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 VALUATION ALLOWANCE WAS PROVIDED.
     FORMING A CONCLUSION THAT A VALUATION 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
     COMMENSURATE WITH THE EXTENT TO WHICH IT CAN BE OBJECTIVELY VERIFIED. IN
     THIS REGARD, YOUR HISTORY OF RECENT LOSSES WOULD APPEAR TO REQUIRE A FULL
     VALUATION ALLOWANCE AGAINST DEFERRED TAX ASSETS. PLEASE TELL US HOW YOU
     DETERMINED THAT DEFERRED TAX ASSETS WERE RECOVERABLE IN LIGHT OF THE
     HISTORY OF LOSSES. IN THE ALTERNATIVE, IF AFTER RECONSIDERING THE EVIDENCE
     AVAILABLE YOU DETERMINE THAT A FULL VALUATION WAS NECESSARY, PLEASE AMEND
     YOUR FINANCIAL STATEMENTS ACCORDINGLY. REFER TO PARAGRAPHS 23 AND 25 OF
     SFAS 109.

     Response: Management believes that the operating subsidiary in Taiwan will
more likely than not generate taxable income sufficient to realize the benefits
of the deferred tax assets. The deferred tax assets shown on the balance sheet
are specific to Taiwan, and a full valuation allowance was made for deferred
taxes in the U.S.

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.

<PAGE>

David R. Humphrey
December 9, 2005
Page 5

     Response: In the amended Form 10-KSB, Note 11 of the financial statements
has been revised to clarify the full valuation allowance for U.S. operating loss
carryforwards only. Management believes it is more likely than not that the
Taiwanese subsidiary will generate taxable income sufficient to realize the
deferred tax assets prior to their expiration.

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 PRESENTATION IN
     THIS FORM 10-QSB THAT THE FULL ISSUANCE OF $645,000 CONVERTIBLE NOTES IS
     STILL OUTSTANDING. SUPPLEMENTALLY EXPLAIN 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.

     Response: The note conversion feature was not automatic or mandatory. The
lenders opted to retain the debentures for future collection rather than convert
them to equity in Cirmaker.

     The Company acknowledges that (a) it is responsible for the adequacy and
accuracy of the disclosure in the filings; (b) Staff comments or changes to
disclosure in response to Staff comment in the filings reviewed by the Staff do
not foreclose the Commission from taking any action with respect to the filing;
and (c) 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.

     If you would like to discuss any of the responses to the Staff's comments
or if you would like to discuss any other matters, please contact the
undersigned at 886-3-282-1006 or our counsel George Wang at (212) 603-2062.

                                         Very truly yours,

                                         /s/ Hong Juin Chang

                                         Hong Juin Chang

<PAGE>

                                                                      Appendix A
                                                                      ----------

                        LIVINGSTON, WACHTELL & CO., LLP
                          Certified Public Accountants
                29 Broadway, 25th Floor  New York, NY 10006-3208
              Tel 212-480-0200 o Fax 212-480-1321 o www.lwccpa.com
                                Established 1919

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------

To the Board of Directors
Cirmaker Technology Corporation
Taoyuan, Taiwan

We have audited the accompanying consolidated balance sheet of Cirmaker
Technology Corporation (formerly Wrestle-Plex Sports Entertainment Group, Ltd.)
and subsidiaries as of December 31, 2003, and the related consolidated
statements of operations and comprehensive loss, changes in stockholders' equity
and cash flows for the year ended December 31, 2003. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Cirmaker Technology Corporation (formerly Wrestle-Plex Sports Entertainment
Group, Ltd.) and subsidiaries as of December 31, 2003 and the consolidated
results of its operations and comprehensive loss, changes in stockholders'
equity and its consolidated cash flows for the year ended December 31, 2003 in
conformity with accounting principles generally accepted in the United States of
America.

/s/ Livingston, Wachtell & Co., LLP
LIVINGSTON, WACHTELL & CO., LLP

New York, New York
March 6.2004
April 18, 2005

                                      F-3

<PAGE>

                         CIRMAKER TECHNOLOGY CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                       Year ended
                                                                      December 31,
                                                             -----------------------------
                                                                 2004             2003
                                                             ------------     ------------
<S>