SecProbe.io

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Mail Stop 0407

June 22, 2005

Reda Akladios
Georgia International Mining Corporation
299 - 1917 West 4th Avenue
Vancouver, British Columbia V6J 1M7

Re:	Georgia International Mining Corporation
	Registration Statement on Form SB-2
	File No. 333-125138
	Filed May 23, 2005

	Form 10-QSB for Fiscal Quarter Ended March 31, 2005
	Filed May 26, 2005
      File No.  333-125138

Dear Mr. Akladios:

      We have reviewed your filing and have the following
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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

* * * * *
Form SB-2
1. We note that you are offering "units" consisting of one common
share and one redeemable warrant exercisable for an additional
common
share.  Please register the offered units and warrants.
Alternatively, explain to us in your response letter why you
believe
that registration is not required.

2. Please file a consent from your independent registered
accounting
firm in your pre-effective amendment.

Outside Front Cover Page
3. Please clarify whether the offering price of $0.10 is for each
unit or each common share.  On the cover page, you state that the
$0.10 offering price is for each unit; in other sections of the
prospectus, such as in the table on the cover page and on page 8,
the
offering price is for each share.  Please revise throughout the
prospectus.
4. You state here that the proceeds will be kept in an escrow
account
with "US Bank."  On page 2, however, you state that the "escrow
agent" will be "TD Bank."  On page 12, you state that checks
should
be payable to "Dennis Brovarone as Escrow Agent," who is
identified
as the company`s legal counsel.  Please revise or advise.
5. Please state when the escrowed funds will be returned to
investors
if the minimum number of units is not sold.  Under Rule 10b-9, the
proceeds must be returned promptly if the minimum number of units
is
not sold.  Note that we interpret "promptly" to mean the next
business day or as soon as possible after the termination of the
offering.  Please revise to disclose this requirement on the cover
page and in the Plan of Distribution section.
6. Please clarify the length of the offering period.  Your current
disclosure states that the offering will last 180 days from the
date
of the prospectus, with a possible extension of an additional 180
days.  The disclosure, however, also states that the offering
"will
end no later than six months from the date of this prospectus, and
may be terminated sooner in our sole discretion."  Furthermore,
clarify under what circumstances the offering may be terminated in
the your "sole discretion."
7. Please clarify whether the offering will be extended for an
additional 180 days if the minimum number of units is not sold.
Your
disclosure states that the offering will be extended only if the
minimum number of units is sold, but it also states that the
offering
will be extended in the company`s "sole discretion."  If the sale
of
the minimum number of units is a condition to the company`s
decision,
in its sole discretion, to extend the offering, then please revise
so
that the disclosure is clearer.
8. If you intend to use the prospectus before effectiveness,
please
include the legend required by Item 501(a)(10) of Regulation S-B.
9. State whether there is any trading market for the offered units
or
warrants.  See Item 501(a)(4) of Regulation S-B.  Indicate whether
the company will seek to list or quote the units or warrants on
any
trading market.  Disclose that only market-makers may apply to
have a
company`s securities quoted on the OTC Bulletin Board.  In the
appropriate section, disclose the requirements for a security to
be
traded on the OTC Bulletin Board.

Prospectus Summary, page 2
10. Please provide the full text of the legend required by Item
502
of Regulation S-B.
11. Please state the address and phone number of your principal
executive offices.  See Item 503(b) of Regulation S-B.

Risk Factors, page 3
12. Currently, many of your risk factors merely state facts
without
discussing the resulting risks.  For example, you state on page 4
that "[your] profitability will be significantly affected by the
costs and results of [your] exploration and development program"
without discussing the corresponding risks.  Please revise so that
the risks are disclosed more clearly and discussed in greater
detail.
13. In general, the risk factors regarding your business are
overly
generic or vague.  Please revise to discuss how the risks affect
specifically your company and its plans.
14. Please disclose that your auditor has stated your ability to
continue as a going concern is dependent on future financing and
profitable operations.  Discuss the resulting risks to investors.

The lack of a public market..., page 7
15. Please disclose that a company cannot apply directly to be
quoted
on the OTC Bulletin Board and the stock is traded only to the
extent
that there is interest by broker-dealers in acting as market
makers.
Disclose that, despite its best efforts, the company may not be
able
to convince any broker-dealers to act as market makers and make
quotations on the OTC Bulletin Board.

We have no employees..., page 8
16. Please state the amount of time that each officer intends to
devote towards the company`s business.  Your disclosure elsewhere
indicates that each person will devote no more than 20 hours per
week.

Where You Can Get Additional Information, page 8
17. You state that you "will be subject to and will comply with
the
periodic reporting Requirements of Section 12(g) of the Securities
Exchange Act of 1934."  In light of this disclosure, please
confirm
in your response letter your intention to file an Exchange Act
registration statement (e.g., Form 8-A) to register your common
stock
under Section 12(g) of the Exchange Act.  Also tell us whether you
intend to register the units or warrants under Section 12(g) of
the
Exchange Act.
18. You state that you "may also provide unaudited quarterly or
other
interim reports such as Forms 10-QSB or Form 8-K as it deems
appropriate."  Please revise your disclosure to indicate that you
will have an obligation to file Forms 10-QSB and Forms 8-K.

Determination of Offering Price, page 10
19. Please refer to the last two sentences of this section.
Reconcile the conflicting percentages mentioned in these sentences
regarding the immediate dilution suffered by investors.  Also
reconcile these percentages with those mentioned on page 8.
20. Please discuss the factors used to determine the exercise
price
of $0.12 for the warrants.  See Item 505(b) of Regulation S-B.

Plan of Distribution, page 12
21. Please state that any broker-dealers retained for the
distribution will be deemed to be underwriters.
22. State whether the company`s officers, directors, affiliates,
or
anyone involved in the marketing of the units reserve the right to
purchase units in order to reach the minimum sales threshold.  If
this right exists, please disclose the following:
* the possibility that such persons may purchase the units in
order
to satisfy the minimum sales requirement;
* the number of units that may be purchased pursuant to the
reserved
right; and
* if true, the units purchased are for investment and not for
resale.
If the number of units that could be purchased is material, then
discuss in your risk factor section the possibility that the
minimum
sales requirement can be met through the exercise of the reserved
right.
23. Please state clearly that changes in the material terms of the
offering after the effective date of the registration statement
would
terminate the original offer and subscribers would then be
entitled
to a refund of their money.  Material changes include the
following:
* extension of the offering period beyond the disclosed time
frame;
* change in the offering price;
* change in the minimum sales requirement;
* change to allow sales to affiliates in order to meet the minimum
sales requirement;
* change in the amount of proceeds necessary to release the
proceeds
held in escrow; and
* change in the application of proceeds.

If the changes above occur, any new offering may be made by means
of
a post-effective amendment.
24. Clarify whether subscribers have the right to withdraw their
funds if you successfully sell the minimum amount, but have not
yet
terminated the offering.
25. Please indicate when the company will contact potential market
makers for quotation of your securities on the OTC Bulletin Board.

Legal Proceedings, page 14
26. Please provide information required by Item 401(d) of
Regulation
S-B regarding Mr. Mollica, the company`s founder.

Business Experience of Officers and Director, page 15
27. Please provide specific dates for each position held by Mr.
Akladios within the past five years.  Briefly describe the nature
of
the businesses where Mr. Akladios worked.

Founder, page 16
28. We note your disclosure that Mr. Mollica "persuaded the
officers
and the director to form the company, advised the officers and
director on the business plan."  Please disclose whether Mr.
Mollica
has any business experience in the mining industry, what his
relationship is with the officers and director, and describe any
continuing involvement that he has with the company.

Description of Business, page 19
29. Please refer to Item 101(b) of Regulation S-B and include all
required information regarding your business.  Although we have
provided several comments below to help you comply with the item
requirement, please note that these are just some examples and not
a
complete list.

* In general, it is unclear how the company intends to generate
revenues or what business activities it will undertake.  Describe
more clearly the activities that the company will conduct, the
products or services it will sell, and how it will generate
revenues.
For example, the nature of the "business model" mentioned on page
20
is unclear.  Explain how the "common practice in the commodity
market" for traders to "buy short or long term contracts" affects
the
company`s business.  Is it the company`s intention to negotiate
and
enter into supply contracts with the traders?

* Describe the types of "minerals," other than diamonds, gold and
platinum, that you intend to mine.

* Indicate that you are an exploration stage company, there is no
assurance that a commercially viable mineral deposit will exist on
your targeted properties, and further exploration will be required
before a final evaluation as to the economic and legal feasibility
is
determined.

* Discuss each phase of your planned exploration program.
Disclose
that you will make a decision whether to proceed with each
successive
phase of the exploration program upon completion of the previous
phase and upon analysis of the results of that program.  Make it
clear that even if you complete your exploration program and it is
successful in identifying a mineral deposit, you will have to
spend
substantial funds on further drilling and engineering studies
before
you will know if you have a commercially viable mineral deposit.
* Please describe all significant business activities conducted by
the company since its inception.

* We note that the company does not own any of the properties on
which it wishes to conduct exploratory activities.  Describe the
company`s right to conduct such activities on properties it does
not
own.  Also describe the company`s legal rights to minerals found
on
such properties.  For example, state whether you expect to pay
royalties for the minerals extracted from the properties.  Also
indicate whether you expect to negotiate and enter into any kind
of
agreements with the property owners.

* To the extent known, please provide the disclosures required by
Industry Guide 7(b) regarding the properties that you plan to
explore.  Industry Guide 7 can be found at our website.
www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.

* State whether government approval or permits are required for
you
to conduct exploratory activities in the targeted properties.  See
Item 101(b)(8) of Regulation S-B.  If so, describe the process for
obtaining such approval or permits and indicate the current status
of
the company`s application.  We note, for example, that you will
apply
for a "prospective license" to lease land.  Indicate the length of
the process for applying and obtaining the license.

* Describe the effects of any existing or probable government
regulations on your business.  See Item 101(b)(9) of Regulation S-
B.

* Discuss the costs and effects of complying with any applicable
environmental laws, including those governing exploratory or
mining
operations.  See Item 101(b)(11) of Regulation S-B.

* Describe the competitive conditions in your markets and your
position in such markets.  See Item 101(b)(4) of Regulation S-B.
30. Please describe with reasonable specificity the basis for your
belief that the targeted areas contain "promising deposits of
diamond
and other precious metals such as gold and platinum."  Describe,
for
example, the nature of the "information" provided by the
"government
of the Northwest Territories" and explain how such "information"
supports your belief.  Provide us with copies of any supporting
materials.
31. We note your reference to the website operated by the
Government
of the Northwest Territories
(http://www.iti.gov.net.ca/mog/index.htm).  Please note our
position
that when an issuer includes a hyperlink or URL to a website
within
the body of the prospectus, the issuer assumes responsibility for
the
hyperlinked information as if it was part of the document.  See
Release No. 33-7856; November 14, 2000 Current Issues Outline,
part
III.C.  To the extent that you wish to have the hyperlinked
information considered part of the prospectus, please file the
information.  Alternatively, if your intent was not to have the
hyperlinked information considered part of the prospectus, then
delete the reference to the website.
32. Please refer to the top of page 20.  Provide us with copies of
the supporting materials for the claims regarding the demand for
diamonds, projected shortfall in supply, and the Northwest and
Nuvavut areas being the "main focus" of diamond exploration in
Canada.  Revise the disclosure so that the bases of these claims
are
clear to the readers.
33. If available, please include maps of the properties that you
intend to explore.

Management`s Discussion and Analysis, page 20
34. Please provide a more specific timetable for each significant
phase of your plan of operations for the next twelve months, as
described in this section.  If known, disclose all significant
milestones of the contemplated plan of operations, with the
anticipated timeframe and cost for achieving each milestone.
Indicate also whether you expect to hire a significant number of
employees (e.g., the "hiring of geologists and other
professionals")
or purchase significant equipment (e.g., the purchase of
"necessary
equipment to drill and operate an exploration site") over the next
twelve months.
35. You should discuss in greater detail what your plan of
operations
will be if the