SecProbe.io

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Mail Stop 3561

November 21, 2005

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

	Re:	Georgia International Mining Corporation
		Amendment No. 1 to Form SB-2
		File No. 333-125138
		Filed September 12, 2005

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 note that the page numbers mentioned in our
comments refer to those used in the marked courtesy copies of the
amendment.

      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.

* * * * *
1. We note your response to prior comment 1 of our June 22, 2005
letter.  Please clarify whether your intention is to register
"Units"
consisting of one common share and one warrant (which is
exercisable
for one common share), as indicated in your filing, or just
"Shares
and Warrants" (with no reference to any "Units"), as indicated in
your response letter.  Currently, your response letter and filing
are
inconsistent on this issue.  In the response letter, please tell
us
your intentions and revise the filing accordingly.  To the extent
that the common stock and warrants are to be offered only
together,
you must describe them as "units" on the cover page, which should
clearly indicate that the company is offering units.  Units would
then also be listed as a separate class of securities in the fee
table.  Finally, the prospectus should indicate the price for each
unit.  To the extent that the common shares and warrants will
detach
and trade separately, please disclose when such an event will
occur.
2. Many aspects of the Subscription Agreement, filed as Exhibit
10,
are inconsistent with the offering`s terms as stated in the
prospectus.  Please reconcile.  We note the following examples of
inconsistencies (note that these are just examples, not all, of
the
inconsistencies):

* The Subscription Agreement mentions a "minimum investment is
$200
(200,000 shares)."  The prospectus does not mention any minimum
dollar amount of investment or number of shares.

* The Subscription Agreement indicates that the shares will be
offered at "$0.001 per share."  This differs from the price of
$0.01
per unit indicated in the prospectus.

* The Subscription Agreement indicates that the shareholder
"hereby
irrevocably (after 72 hours) tenders this subscription agreement
and
subscribes for that number of shares..."  Delete this statement
from
the agreement; it is inconsistent with your obligation to return
the
subscribers` funds if the minimum sale number of units are not
sold.

* The Subscription Agreement states that "the Subscriber
understands
that the Company will escrow the proceeds from the shares sold and
that stock certificates will be issued only after the Company is
successfully listed on the `Over The Counter Bulletin Board`
(OTCBB),
at which time the Company will transfer the funds to its regular
account."  This is inconsistent with the terms of the escrow
arrangement as stated in the prospectus and the escrow agreement
itself.  Furthermore, if it is a condition to the completion of
the
offering, including the release of escrowed funds and the issuance
of
stock certificates, that your "stock" be quoted on the over-the-
counter bulletin board, then you must prominently highlight and
describe this condition and how it will operate.  For example, how
long will the escrow agent hold the funds pending a market maker
being authorized to quote the company`s "stock" on the over-the-
counter bulletin board?  At what point will the escrowed funds be
returned to investors if the company`s "stock" isn`t quoted on the
over-the-counter bulletin board?  We may have further comment.

3. Please refer to prior comment 2.  The consent that you have
filed
must be updated since it is dated September 1, 2005.  In addition,
the consent does not reflect the April 27, 2005 date of the report
of
your independent registered public accounting firm and the date on
which your last amendment was filed with us.  Please revise.

4. Revise to provide your complete audited financial statements
for
the period ended March 31, 2005 as well as your interim financial
statements.

Outside Front Cover Page of Prospectus
5. As requested by our prior comment 5, please state on the cover
page that "promptly" means the next business day or as soon as
possible after the termination of the offering.  Include this
disclosure in the Plan of Distribution section as well.
6. As requested by our prior comment 9, please state, if true,
that
there are no trading markets for any of your securities, not just
units.

Move the discussion of the process for initiating OTC Bulletin
Board
quotations to another part of the prospectus.  The cover page
should
be limited to only information required by Item 501 of Regulation
S-B
or otherwise material.
7. Please remove all discussions of the company`s potential use of
broker-dealers from the cover page and prospectus.  You may, if
you
wish, refer to the potential use of broker-dealers in the Plan of
Distribution section, but you must then expressly state that you
will
file a post-effective amendment to disclose the details of the
arrangements with broker-dealers.

Prospectus Summary
8. As requested by our prior comment 10, please include the
complete
legend required by Item 502(b) of Regulation S-B.  Specifically,
include the following statement: "This is in addition to the
dealers`
obligation to deliver a prospectus when acting as underwriters and
with respect to their unsold allotments or subscriptions."  Also
move
the legend to the same page as where the table of contents is
located.
9. The maximum length of the offering period stated in the Escrow
Agreement (240 days), filed as Exhibit 10, differs from the 360-
days
maximum length of the offering period.  Please reconcile.

Risk Factors, page 3
10. We note the revisions made in response to prior comment 14.
Please address the following comments:
* Include a subheading that summarizes the risks discussed;
* Given the importance of the risks, move this risk factor
discussion
to the beginning of the risk factors section; and
* The last sentence of your "Going Concern" risk factor discussion
appears to mitigate the risk; please delete and state more clearly
that your auditor has expressed substantial doubt about the
company`s
ability to continue as a going concern.

The option to purchase the mining claims as discussed..., page 4
11. Please revise the second sentence so its meaning is clearer.
Expand your description of your obligations to Firstline
Environment
Solutions, Inc., the factual background regarding these
obligations,
and the nature of the possible "legal actions" by Firstline
Environment Solutions.

Where You Can Get Additional Information, page 8
12. As requested by prior comment 17, please tell us the specific
securities that you intend to register pursuant to Section 12(g)
of
the Exchange Act (e.g., units, common stock, warrants, or all of
the
above).
13. Please disclose the correct address for the SEC: 100 F Street,
NE, Washington, DC 20549.

Determination of Offering Price, page 10
14. As requested by our prior comment 19, please reconcile the
last
two sentences of this section.  The percentages indicated in these
two sentences continue to be inconsistent (e.g., if the maximum
number of units are sold, the investors will suffer dilution of
either 45% or 95%).
15. We are unable to locate the revisions made in response to
prior
comment 20.  Please either guide us to the disclosure or revise
the
filing to include the requested disclosure regarding the
determination of the $0.12 exercise price for the warrants.

Plan of Distribution, page 14
16. We note that "banking charges" will be deducted from the funds
transmitted by investors who subscribed but subsequently wish to
withdraw their subscriptions even after the minimum sales
threshold
has been met.  We further note that these charges will be
determined
by the "financial institute" where the funds will be escrowed.
Given
that your escrow agent is your attorney, Mr. Dennis Brovarone,
please
identify the "financial institute" to whom these charges will be
paid.  If Mr. Brovarone will hold the escrowed funds, then
disclose
that fact clearly here and on the cover page.   Disclose the
estimated amount of the withdrawal charges.
17. Your response to prior comment 22 indicates that officers,
directors, affiliates, and anyone involved with the marketing of
the
units will not reserve the right to purchase the units.  Your
disclosure in the Plan of Distribution section, however, states
that
they "does reserve" the right to purchase the units.  Please
reconcile.

Business Experience of Officers and the Director, page 16
18. We note your response to prior comment 26, particularly the
statement that "Mr. Mollica is not...related to the company in any
way."  We note, however, that Mr. Gino Mollica and his family
members
purchased 1,200,000 common shares in the February 2005 private
placement.  In your response letter, please describe all of the
company`s relationships between Mr. Gino Mollica and his family.
In
particular, we note that the Mollica family owns 1,200,000 shares
out
of the 8,200,000 shares outstanding as of June 30, 2005, making
them
significant stockholders.  Please describe the familial
relationships
between each member of the Mollica family who owns the shares.

Description of Business, page 20

Strategy Implementation, page 20
19. The prospectus summary mentions that you are "still in the
process of securing mining claims in the Northwest Territories and
expect to own a number of claims before the end of the year."
Please
discuss in greater detail these claims and the current status of
securing these claims.
20. As requested by our prior comment 29, please state clearly
that
further exploration will be required before a final evaluation as
to
the economic and legal feasibility is determined.
21. As requested by our prior comment 29, please provide the
following disclosure:

* 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.  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.
22. Please explain what you mean by the following statement on
page
20:
"(1) A soil Geochemical surveys was conducted on the Foster East
side
soil grid, which returned anomalous values, from the 766 sample,
13.065 Km flagged, tagged, compass, and hip-chain survey."
23. Please disclose the party who conducted the "study" discussed
on
page 21.  In addition, please file the report as an exhibit, as
you
indicated.  File a consent by the person who conducted the study
to
being named in the registration statement and to your reference to
the person`s report.
24. Please explain the meaning and significance of "analomous
values."
25. We note your statement on page 21 that, "We expect to find
commercially valuable deposit since the early geological studies
and
sampling conducted by the geological engineer and the laboratory
tests were positive."  Please disclose more detailed support for
this
significant statement.  Also clarify whether you are stating that
you
believe that you will find deposits that will have a higher
commercial value than the cost of production.
26. Please discuss how your drilling program will be affected if
the
company sells only the minimum number of units, which would result
in
less than the $500,000 amount discussed here.  Your business
discussion should explain how your business plans can vary if you
sell only the minimum number of units.  Make the corresponding
changes to the related discussion in the MD&A section (e.g.,
explain
what you mean by "smaller drilling program").
27. Indicate the anticipated period of time between the completion
of
the offering and the initiation of the drilling program.
28. We note that the option agreement with Firstline Environmental
Solutions gives your company one year to complete the "exploration
program."  Please clarify whether "exploration program" refers to
only the drilling program.
29. In the "Competitive Conditions" section, state your relative
position in your industry.  Describe the methods with which you
intend to compete in this market.
30. Please explain in a clearer manner what "Flow Through Shares"
are
and how the company will use this "vehicle" to "enourage future
investments."
31. The penultimate paragraph of the "Competitive Conditions"
section
appears irrelevant to the discussion of competition in your
industry.
Please delete or move to another section.

Management`s Discussion and Analysis, page 24
32. We note that the $35,000 paid to Firstline Environment
Solutions
was a loan from Mr. Hague.  Disclose the terms of the loans,
including interest rate, repayment terms, and default provisions.
File any agreements relating to this loan as exhibits.  Clarify
whether Mr. Hague is expected to provide further liquidity, such
as
additional loans, to the company.
33. Provide quantified estimates of the costs for the drilling
program and product development programs.  State clearly the
anticipated sources of funds for these problems.

Report of Independent Registered Public Accounting Firm

34. Please refer to prior comment 38.  Please file the revised
report
of your accountants which includes a going concern paragraph.
Tell
us how your accountants considered the guidance in AU Section 530
in
preparing their revised report.
Signature page
35. As requested by our prior comment 41, please have your
controller
(or principal accounting officer) sign the registration statement.
If your principal financial officer is also your controller or
principal accounting officer, please indicate that position
underneath his signature.

Exhibit 5.1
36. We note that the opinion states the securities "have been
legally
issued, fully paid and non-assessable."  Please revise to state
that
the securities, when sold, will be legally issued, fully paid and
non-assessable.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  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
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We will consider a written request for acceleration of the
effective date of the re