##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 20-F/A

AMENDMENT NO. 3



---



(Mark One)

| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------



OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2004



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from []
to []



OR



| ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------



Date of event requiring this shell company report



Commission file number 0-30376



---



MIRAE CORPORATION

(Exact name of Registrant as specified in its charter)



---



Republic of Korea

(Jurisdiction of incorporation or organization)



#9-2, Cha Am-Dong,

Chun An, Chung Chong Nam-Do 330-200

Republic of Korea

(Address of principal executive offices)



---



Securities registered or to be registered pursuant to Section 12(b) of the Act.



|                                                                     |  |                                          
|-------------------------------------------------------------------- |  | -----------------------------------------
|Title of Each Class                                                  |  | Name of Each Exchange on Which Registered
|American Depositary Shares, Common Stock par value Won 100 per share |  | The NASDAQ National Market               



Securities
registered or to be registered pursuant to Section 12(g) of the Act.



None

(Title of Class)



Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.



None

(Title of Class)



---



Indicate the number of outstanding shares of each of the issuers classes of capital or
common stock as of the close of the period covered by the annual report.



|             |  |            
|------------ |  | -----------
|Common Stock |  | 179,186,000



Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark which financial statement item the Registrant has elected to follow.    Item 17 ̈Item 18  x



If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x



---



---

##### Table of Contents

TABLE OF CONTENTS



|                                  |  |     
|--------------------------------- |  | ----
|                                  |  | Page
|EXPLANATORY NOTE                  |  | 1   
|                                  | 
|PART I                            |  | 2   
|ITEM 15.
Controls and Procedures  |  | 2   
|                                  | 
|PART III                          |  | 4   
|ITEM 19.
Exhibits                 |  | 4   
|                                  | 
|Signatures                        |  |     
|Exhibit 12.1 Certification of CEO |  |     
|Exhibit 12.2 Certification of CFO |  |     



i



---

##### Table of Contents

References to Mirae, the Company, we, our and
us in this amendment to the annual report on Form 20-F are to Mirae Corporation and its consolidated subsidiaries.



EXPLANATORY NOTE



We are filing
this Amendment No. 3 to our annual report on Form 20-F, for the fiscal year ended December 31, 2004, as filed with the U.S. Securities and Exchange Commission on June 30, 2005 and as amended on July 28, 2005 and November 30,
2005, in order to set forth in Item 15, disclosure regarding our controls and procedures in response to comments received from the United States Securities and Exchange Commission.



Other than for the purpose of amending the information referred to above, this Amendment No. 3 does not, and does not
purport to, amend, update or restate the information in any other item of the our Form 20-F filed on June 30, 2005 or reflect any events that have occurred after the date on which such annual report was first filed.



1



---

##### Table of Contents

ITEM 15. Controls and Procedures



Our Chief Executive Officer and Chief Financial Officer have the responsibility for the evaluation of the effectiveness of our disclosure and control procedures and generally take all actions deemed necessary or desirable to ensure
compliance with such procedures. An evaluation of the effectiveness of our disclosure controls and procedures was carried out under the supervision and with the participation of our management as at the reporting date prior to the filing of our
annual report on Form 20-F for the fiscal year ended December 31, 2004 pursuant to Rule 13a-15 of the United States Securities Exchange Act of 1934, or the Exchange Act. Based on this evaluation, the management had originally concluded that the
Companys disclosure controls and procedures were effective as of the twelve month period ended December 30, 2004 to ensure that information that is required to be disclosed by the Company in the reports it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms.



As result of the Companys decision to restate its consolidated financial statements for the twelve month period ended December 30, 2004,
however, the Chief Executive Officer and Chief Financial Officer, in consultation with its accounting and other management team, as well as based on discussions with its independent auditors, have reevaluated its disclosure controls and procedures
and have concluded that the Companys disclosure controls and procedures were not effective.



Our consolidated financial statements are prepared in the Korean language, are expressed in Korean Won and are prepared in accordance with generally
accepted accounting principles in the Republic of Korea, or Korean GAAP, which differ in certain material respects from accounting principles generally accepted in the United States of America, or US GAAP. As a reporting company under the Exchange
Act, our consolidated financial statements included in our annual report on Form 20-F describes certain significant differences between Korean GAAP and the US GAAP and includes a reconciliation of certain Korean GAAP financial statement line
items to US GAAP. The need to restate our consolidated financial statements for the twelve month period ended December 30, 2004 arose from our US GAAP reconciliation process, in particular as it relates to our interpretation and
application of Financial Accounting Standards Board (FASB) Interpretation No. 46 (Revised), Consolidation of Variable Interest Entities, an interpretation of ARB No. 51 (FIN 46(R)), Accounting Principles
Board (APB) Opinion No. 18 Equity Method of Accounting for Investments (APB Opinion No. 18), FASB Interpretation No. 45 Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others (FIN 45) and Statement of Financial Accounting Standards (SFAS) No. 115 Accounting for Certain Investments in Debt and Equity Securities (SFAS No. 115). No
restatements were needed nor did the Company make any adjustments to its consolidated financial statements under Korean GAAP. During the period covered by this report, there was no change in our system of internal controls and procedures over
financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



In order to address the potential for a misstatement in our consolidated financial statements in future periods, the Company is considering various
options, including, but not limited to providing additional training and education on US GAAP principles for existing employees involved in the preparation of our consolidated financial statements, dedicating additional resources in connection
with the Companys US GAAP reconciliation task, including potentially hiring additional personnel with US GAAP knowledge or engaging an international accounting firm to assist us in preparing the reconciliations to US GAAP in
future periods.



2



---

##### Table of Contents

Since we will be required under Section 404 of the Sarbanes-Oxley Act to provide annual management
assessments of the effectiveness of our internal controls over financial reporting and a report by our independent registered public accounting firm addressing these assessments beginning with our annual report on Form 20-F for the year ending
December 31, 2006, we have begun the process of putting in place a system of internal controls and procedures and we expect to have in place such systems as mandated by the Sarbanes-Oxley in a timely manner.



All disclosure controls and procedures, no matter how well designed, have
inherent limitations including the possibility of human error and the circumvention or overriding of the controls and procedures. In addition, the design of controls and procedures must reflect the fact that there are resource constraints and the
benefits of controls must be considered relative to their costs and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in
all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within us have been detected. We will continue to improve the design and effectiveness of our disclosure controls
and procedures to the extent necessary in the future to provide our Chief Executive Officer, Chief Financial Officer and senior management with timely access to such material information, and to correct any deficiencies that we may discover in the
future.



3



---

##### Table of Contents

PART III



ITEM 19. Exhibits



|            |  |                                                                                                   
|----------- |  | --------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                       
|12.1        |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
|            | 
|12.2        |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act



4



---

##### Table of Contents

SIGNATURES



The registrant hereby certifies that
it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.



MIRAE CORPORATIONBy:

/s/ Soon Do KwonName:

Soon Do KwonTitle:

Chief Executive Officer and President




Date: January 11, 2006