SecProbe.io

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      July 21, 2005
Mail Stop 3561

Via U.S. Mail and Facsimile

Guangwei Liang
Chief Executive Officer
Fantatech Inc.
Unit B, 11/F, Vienna Mansion
55 Paterson Street
Causeway Bay, Hong Kong

   RE:	Fantatech Inc. (the "Company")
	Form 10-KSB for the fiscal year ended December 31, 2004
	File No. 000-24374

Dear Mr. Liang:

	We have reviewed your response letter filed on July 6, 2005
and
have the following comments.  Where expanded disclosure is
requested,
you may comply with these comments in future filings.  If you
disagree, we will consider your explanation as to why our comments
are not applicable or a revision is unnecessary.  We also ask you
to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary.  We look
forward to working with you in these respects and welcome any
questions you may have about any aspects of our review.

	Please respond to confirm that the comment will be complied
with, or, if the comment is deemed inappropriate by the Company,
advise the staff of the reason thereof.  Pursuant to Rule
101(a)(3)
of Regulation S-T, your response should be submitted in electronic
form, under the label "corresp" with a copy to the staff.  Please
respond within ten (10) business days.

Form 10-KSB for the fiscal year ended December 31, 2004

Note 3 - Summary of Significant Accounting Policies, page F-8
Revenue and cost recognition, page F-10

1. We note your response to prior comment number 13 which
indicates
that all parts of game machines, including the software, are
essential to the functionality of the machine in order to provide
the
designed simulation effects.  Pursuant to paragraph 2 of EITF No.
03-
5, in an arrangement that includes software which is more that
incidental to the products or services as a whole, software and
software-related elements are included within the scope of SOP No.
97-2.  In this regard, please clarify for us how your revenue
recognition policy complies with the guidance outlined in SOP No.
97-
2.

2. We note your response to prior comment number 14 regarding
after
sale services but reissue as your response was not fully
responsive.
According to your response to prior comment number 13, there are
ongoing modifications or updates of the software program for those
game machines that are implemented in order to maintain their
attractiveness to players.  In this regard, please discuss in
greater
detail the nature and term of the after sales service in which you
provide updates of software/hardware.  Your response should
include,
but not be limited to, how the after sales service is sold (i.e.
separately or bundled), the length of the service period(s) and
any
other types of services also provided in the after sales service
(e.g. repair & maintenance, updates of software/hardware,
upgrades,
technical support, etc.).  Also, please tell us your revenue
recognition policy for such services.  Note that unless you have
established vendor-specific objective evidence for the after sales
service in conformity with paragraph 10 of SOP No. 97-2, we would
expect revenue for the entire arrangement to be recognize on a
ratable basis since you indicate in your responses to prior
comment
numbers 13 and 15 that none of the parts have any independent
commercial sales value and no market exists for the standalone
items
such as software, hardware, installation and other modified or
factory made equipment.  Refer to paragraph 12 of SOP No. 97-2.
We
may have further comment upon receipt of your response.

Note 4 -Business Acquisitions, page F-14

3. We note your response to prior comment number 16.  Please tell
us
and revise future filings to specifically disclose the value of
the
10 million shares of common stock issued in exchange for the
34.59%
interest in SDCL and state the reason(s) why you believe the
historical cost of your proportionate share of the net assets
acquired represents the fair value of the remaining interest in
SDCL.

Note 10 - Income Taxes, page F-16

4. We note your response to prior comment number 18.  Please
revise
your tax footnote in future filings to specifically disclose why
you
believe that it is more likely than not that your deferred tax
assets
of your subsidiaries in the US and in PRC will not be realized in
the
foreseeable future and accordingly, a full valuation allowance was
established relating to the deferred tax asset from the loss
carryforwards generated by the US parent and subsidiary.  Also,
please revise your footnote to include all tax disclosures as
required by paragraphs 43-48 of SFAS No. 109.

Note 12 - Related Party Transactions and Arrangements, page F-18
(a) Agreement with associated company, page F-18

5. We note your response to prior comment number 19.  You indicate
in
the first paragraph of your response that you state that
advertising
and promotional incentive is effectively recorded as a reduction
to
revenue; however, in the second paragraph, we note your response
indicates that the incentive is reflected as a reduction to cost
of
sales for SDCL.  In this regard, it is unclear whether the
advertising and promotional incentive is accounted for as a
reduction
to revenue or costs of sales.  Please clarify for us and revise
your
disclosure in future filings to clearly disclose where the
incentive
is recorded within your consolidated financial statements.

Note 14 - Segment Reporting, page F-20

6. We note your proposed changes to your segment footnote in
response
to prior comment number 22.  We also note that the amounts
presented
as total assets of $7,442,767 and $2,638,995 in your revised table
do
not agree to the amounts reflected as the total assets of
$17,543,723
and $11,496,881 in your consolidated balance sheets at December
31,
2004 and 2003, respectively.  In this regard, please revise to
include a reconciliation of these amounts with those reflected in
your consolidated balance sheets.  Refer to the requirements of
paragraph 32(c) of SFAS No. 131.

* * * * *

   You may contact Jean Yu at (202) 551-3305 or Linda Cvrkel,
Branch
Chief, at (202) 551-3813 if you have questions regarding comments
on
the financial statements and related matters.

								Sincerely,

								Linda Cvrkel
								Branch Chief
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Guangwei Liang
Fantatech Inc.
July 21, 2005
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