SecProbe.io

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Mail Stop 0510

      February 16, 2005

via U.S. mail and facsimile

Mr. Ben Catalano
President
ThrillTime Entertainment International, Inc.
322-4585 Canada Way
Burnaby, British Columbia, V5G 4L6

	RE: Form 20-F for the fiscal year ended July 31, 2004
                   File No. 0-29328

Dear Mr. Catalano:

	   We have reviewed these filings and have the following
comments.  If you disagree with a comment, 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 20-F FOR THE YEAR ENDED JULY 31, 2004

Item 5. Operating and Financial Review and Prospects

Critical Accounting Policies

1. Please consider whether the valuation allowance for doubtful
accounts and the reserve for product liability insurance represent
critical accounting policies requiring significant estimates and
judgments.  See SEC Releases 33-8040 and 33-8098.

2. For each critical accounting policy or estimate, please discuss
the likelihood of materially different reported results if
different
assumptions or conditions were to prevail.  To the extent
practicable
and meaningful, you should also quantify the effect changes in
assumptions and estimates would have on your overall financial
performance.  See SEC Releases 33-8040 and 33-8098.

Liquidity and Capital Resources

3. Please disclose a detailed discussion of your expected sources
and
uses of cash.  Please discuss   the impact of your projected
inventory purchases, capital expenditures and interest payments on
your liquidity.  Please also discuss the impact on your liquidity
from the high number of days that your accounts receivable are
outstanding.  Refer to Item 303(a) of Regulation S-K.

4. Please provide a description of your plan to improve
profitability
through increased sales, reduction of expenses and securing of
additional financing from outside lenders.  See SEC Financial
Reporting Codification section, 607.02, Uncertainty about an
Entity`s
Continued Existence.

Tabular Disclosure of Contractual Obligations

5. Please expand the table, or provide a footnote to the table of
contractual obligations, to address the cash requirements for
interest expense.  Refer to footnote 46 of Release No 33-8380
Interpretation - Commission`s Guidance Regarding Management`s
Discussion and Analysis of Financial Condition and Results of
Operations.

Financial Statements

Note 2. Significant Accounting Policies

6. Please disclose your accounting policy for establishing
reserves
for inventory obsolescence.  Tell us how you determined that your
reserve was sufficient as of July 31, 2004.

7. Please disclose your accounting policy for establishing
allowances
for doubtful accounts.  Address for us supplementally how you have
determined that amounts overdue are recoverable.  Specifically
tell
us the dollar amount of accounts that are overdue.  Address what
actions you have taken to collect on these accounts and indicate
whether there are any specific billing disputes with regard to
these
overdue accounts.

Note 2.  (i) Revenue recognition

8. Tell us supplementally and revise your disclosures to clarify
how
royalty revenues are earned.  Also address how you account for
revenues earned under your joint venture agreement referred at the
end of Item 4B - Business Overview.  Specifically address the most
common terms and conditions of your royalty agreements.  Please
also
address how you account for any up front royalty payments you
receive.

9. Please clarify the type of revenue that is recorded in the
Other
Revenue line item.  According to your revenue recognition
footnote,
Other Revenue consists of part sales.  However, based on your
discussion in MD&A, it appears that part sales are reflected in
the
product sales line item in your statement of operations.   In
addition, please disclose the cost of sales related to your other
revenues in a separate line item in the statement of operations in
accordance with Rule 5.03(b)(2).

Schedule II - Valuation and Qualifying Accounts

10. Please provide the Schedule II - Valuation and Qualifying
Accounts Schedule required by Article 12 of Regulation S-X for
your
allowance for doubtful accounts.

Item 15 - Controls and Procedures

11. We note that your Principal Executive Officer and Principal
Financial Officer concluded that "....disclosure controls and
procedures were effective in timely alerting them to the material
information relating to us (or our consolidated subsidiaries)
required to be included in the reports we file or submit under the
Exchange Act."  In future filings, please revise your disclosure
to
clarify, if true, that your officers concluded that your
disclosure
controls and procedures are effective to ensure that information
required to be disclosed by you in the reports that you file or
submit under the Exchange Act is recorded, processed, summarized
and
reported, within the time periods specified in the Commission`s
rules
and forms and to ensure that information required to be disclosed
by
an issuer in the reports that it files or submits under the
Exchange
Act is accumulated and communicated to your management, including
its
principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.  Otherwise, please simply
conclude that your disclosure controls and procedures are
effective
or ineffective, whichever the case may be.

*    *    *    *
      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Gus Rodriguez, Staff Accountant, at (202) 824-5524
or,
in his absence, Jeanne Baker, Assistant Chief Accountant, at (202)
942-1835 or, to the undersigned, at (202) 942-1774.

    						Sincerely,

							Rufus Decker
					            	Branch Chief
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Mr. Ben Catalano
February 16, 2005
Page 1 of 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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