SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
FANTAWILD                        FANTATECH INC.
[GRAPHIC OMITTED]

    Suite 1A, 18/F, Tower 1, China Hong Kong City, 33 Canton Rd., Tsimshatsui,
                               Kowloon, Hong Kong
                 Tel: (852) 2302 1636      Fax: (852) 2890 8672

                                 August 9, 2005

VIA  EDGAR  AND  FEDERAL  EXPRESS
---------------------------------

Securities  and  Exchange  Commission
Division  of  Corporation  Finance
450  Fifth  Street,  N.W.
Washington  DC,  20549

Attn.:     Linda  Cvrkel
           Jean  Yu

          RE:     FANTATECH, INC.
                  FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
                  FILE NO. 000-24374

Ms. Cvrkel and Ms. Yu:

On  behalf  of  Fantatech,  Inc. (the "Company"), I have enclosed our replies in
response  to the comments received from the staff of the Securities and Exchange
Commission  ("Staff")  in their letter dated July 21, 2005.  Set forth below are
the Company's responses to the Staff's comments.  We have reproduced the Staff's
comments  and  have  followed  each  comment  with  our  response.

Form  10-K  for  the  Fiscal  Year  Ended  December  31,  2004
--------------------------------------------------------------

Note  3  -  Summary  of  Significant  Accounting  Policies
----------------------------------------------------------
-  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 than 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

<PAGE>
     clarify  for  us  how  your  revenue  recognition  policy complies with the
     guidance  outlined  in  SOP  No.  97-2.

     Response:
     ---------

     The  products  that  the  Company  manufactures  and  produces  are
     hardware-oriented  virtual  games  machines  or  large  size  attractions.
     Although  all  of  the  machines and equipment require software programs to
     operate, the software itself is not the focus of the marketing efforts, nor
     is it what the customer perceives to obtain. Unlike the online game or home
     video  game  entertainment businesses, the Company's amusement products are
     to  provide virtual simulation effects, which rely heavily on the design of
     the hardware and their resemblance to real life objects.

     Players  are  not  looking  for  sophisticated  content-driven
     software-oriented  games,  which  are  available  from online games or home
     video  games.  Instead, from our products, players are seeking audio-visual
     and  motion  integrated  simulation  effects  that  resemble  real  life
     experience, such as gun shooting, car racing, water skiing, canoeing, rough
     cycling,  jet  piloting,  etc.  The simulation technology is used mainly to
     transform  a  traditional  joystick (software driven) into various forms of
     control  means  using  virtual  objects  (hardware driven), such as bicycle
     paddle, ski and snowboards, machine gun, pilot cabin and dancing mat, etc.

     In  addition,  most  of  the  software  is "engraved" into the mother board
     of  the  equipment  as  "firmware",  to  which  no  further installation is
     required.  The  gaming  machine is basically "turn-key" equipment, and when
     all  the  hardware  components  are mounted and installed onto a designated
     venue,  it  can  function  fully and smoothly without the need to upload or
     download  any  further  software  versions or updates. No multiple software
     deliverables  are  involved.  The customers are unable to copy the software
     and  such  software  cannot  be  used  independently or separately from the
     machine.

     The  Company  does  not  engage  in  the  business  of  licensing, selling,
     leasing  or otherwise marketing computer software. The software program for
     each  of  the  gaming  machines  or  amusement  equipment,  although  it is
     essential  or  critical  to  its  functioning, does not require significant
     production,  modification  or  customization.  The production costs of such
     software are insignificant relative to the other development and production
     costs of the machine or equipment as a whole.

     After  carefully  examining  the  scope  and applicability of the Statement
     of  Position (SOP) 97-2, and based on the aforesaid facts and nature of its
     products, the Company does not consider SOP 97-2 applicable to the software
     that the Company produces since the development and production costs of the
     software  as  a component of the cost of the gaming machine or equipment is
     deemed incidental to the product as a whole.

     Accordingly,  the  Company  follows  paragraph  8  of  SOP  97-2  and
     recognizes  its  revenue  from  the  sales  of  amusement and entertainment
     machines and equipment when the following criteria are met:

                                                                         2 of 13
<PAGE>
     1.     Persuasive  evidence  of  an  arrangement  exists;
     2.     Delivery  has  occurred  and  services  have  been  rendered;
     3.     The  price  is  fixed  or  determinable;  and
     4.     Collectibility  is  probable  and  reasonably  assured.

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  recognized  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.

     Response:
     ---------

     The  description  that,  "there  are  on-going  modifications or updates of
     the  software program for those game machines that are implemented in order
     to  maintain  their attractiveness to players", refers to the game machines
     that  were  implemented  by  the  Company in revenue sharing operations, to
     which  the  ownership of the machines continues to remain with the Company.
     This  is  not  a  post  contract service. As a commercial consideration and
     business  tactic,  the  Company  has not and does not in the future plan to
     commit  further  resources to develop any upgrades, updates or changes to a
     particular model of machine that has already been launched and sold.

     Modifications  and  updates  to  the  software  program or hardware will be
     applied  to  new  versions/models  of  the  machine  for the enhancement of
     features  and  functions  that can help to enrich the simulation effect and
     increase  the  excitement  of  the  players.  The  customer  is required to
     purchase  a  new  model  of the machine to obtain new features (hardware or
     software)  since  the Company will not add additional functions or upgrades
     to  any  particular  'old'  model  of  machine,  due  to  the fast changing
     characteristics  of  the  hi-tech amusement industry. Furthermore, updating
     the  look and appearance of a machine is more appealing to the players than
     just  enhancing  the  contents  of  the  software program associated with a

                                                                         3 of 13
<PAGE>
     particular model of machine.

     Based  on  the  Company's  standard  sales  contract,  for  all  of  the
     products manufactured and sold by the Company, the only obligation that the
     Company  is  required  to  fulfill  under  the  terms  of  the "after sales
     services"  or  "post  contract  services"  (PCS)  is  to provide a one year
     warranty  on the functionality of the equipment, which means, in substance,
     to  provide  repair  and  maintenance  services  in  case of malfunction or
     failure.  This  PCS is included in all of the contracted sales. There is no
     right  of  return,  refund  or concession under the sales contract once the
     product  is  delivered  to and accepted by the customer based on the agreed
     specifications.  Customers  also  have no right to request any specified or
     unspecified upgrades/enhancements, nor any other services outside the scope
     of the aforesaid product warranty.

     Also,  telephone  technical  support  is  only  provided  to  customers
     located  outside  of  the  PRC  (approximately 15 customers). The telephone
     support  service  is  actually  linked  to  the marketing activities of the
     Company  as it is part of the duties of the in house engineers to attend to
     calls from potential customers in other countries with technical questions.
     The  Company  provides  such  service  only  because the costs involved are
     immaterial and the number of customers outside of the PRC is limited.

     In  respect  of  the  statement  that,  "updates  of  software/hardware  if
     there  are  newly  developed  items  available  for the particular model of
     machine", this was an option that the Company originally intended to offer,
     in  part to provide assurances to any customers who might be concerned that
     the Company would sell different features under the same model. However, as
     explained  earlier, it is more practical and economical for the Company and
     its  customers to concentrate their efforts and resources on newer features
     and  models  of  the  game machines, rather than to work on any upgrades or
     enhancements  to  the software/hardware for the fast-obsolescent old models
     of  game  machines.  As  a result, the Company does not have any historical
     patterns  of  providing  any  such  upgrades  or enhancements to any of its
     customers,  and  the  Company  has not and does not in the future intend to
     make  available  any  updated version of software or hardware for a machine
     sold  to  the  market.  Accordingly, the Company does not expect to provide
     such  software  upgrades  or  enhancements  to  its customers in the future
     except through the purchase of a new machine.

     In  general,  customers  are  prepared  to  accept  such  narrow  warranty
     terms and PCS because the prices of the products that the Company sells are
     very  competitive, costing approximately 20% to 40% of the price charged by
     its competitors in western countries.

     The  Company  believes  that  there  is  no  multiple  element  arrangement
     involved  in  the Company's sales. As mentioned in the previous response to
     comment  number 14, most of the hardware, control systems and mechanics are
     comparatively  durable,  and  the  costs  or  expenses  associated with the
     warranty  services  are relatively low and are charged to the statements of
     operations  when  incurred.  The Company determined that a warranty reserve
     was  not considered necessary based on historical information regarding the
     immaterial dollar value of annual warranty costs. During 2004 and 2003, the
     Company  incurred  $6,187  and

                                                                         4 of 13
<PAGE>
     $6,440,  respectively, for the provision of services and parts used to meet
     the  after  sales  warranty  obligations.

     Accordingly,  the  Company  recognizes  its  PCS  revenue together with the
     product  revenue  on  delivery  since  the warranty is for one year and the
     estimated  cost  of  providing such PCS under the contract is not material,
     and  there  is  no  commitment  or  obligation  by  the  Company  for
     upgrades/enhancements or other multiple deliverable elements involved.

     The  Company  proposes  to  further  change  its revenue recognition policy
     in its future filing as follows:

     Revenue  and  cost  recognition
     -------------------------------

     The  Company  principally  derives  its  revenue  from  (1-a)  the  sale of
     entertainment and amusement products, and (1-b) long term contracts related
     to  the  design,  manufacturing  and  assembling  of  4-D  screen  system,
     simulation  amusement  equipment,  large-size  attraction and (2) admission
     fees generated from revenue sharing operations.

     Revenue is recognized when the following four criteria are met:

     1)     persuasive evidence of an arrangement exists,
     2)     delivery has occurred or services have been rendered,
     3)     the price is fixed, and
     4)     collectibility is reasonably assured.

     (1-a)     Sale  of  entertainment  and  amusement  products

     Revenue  from  the  sale  of  entertainment  and  amusement  products  is
     recognized  when the products are delivered to the customers, installed and
     tested.  Revenue  is  adjusted  for any reduction in sales due to change in
     product  specification  or  sales  discounts  offered to the customers. The
     Company did not record any sales discounts for the years ended December 31,
     2004 and 2003.

     (1-b) Long-term construction contract revenue and costs

     Long-term  construction  contract  revenue  and  costs  are  recognized  as
     revenue  and  expenses  in  the statement of operations by reference to the
     stage  of  completion  of  a  contract  (i.e.  the percentage of completion
     method)  when  the  outcome  of the contract can be estimated reliably. The
     stage  of completion of a contract is determined based on the proportion of
     costs incurred at the balance sheet date compared to total estimated costs.
     A  loss  on  a  contract is recognized as an expense immediately when it is
     probable that total contract costs will exceed total the contract revenue.

     Costs  attributable  to  unpriced  change  orders would be treated as costs
     of contract performance in the period in which the costs are incurred if it
     is  not  probable  that the costs will be recovered through a change in the
     contract  price. If it is probable that the costs will be recovered through
     a  change  in  the contract price, those costs would be treated as costs of
     contract performance in the period in whic