SecProbe.io

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Mail Stop 4561

      September 15, 2005

Mr. Winston Johnson
Chief Executive Officer and Chief Financial Officer
Winsonic Digital Media Group, Ltd.
260 Peachtree Street, Suite 2200
Atlanta, GA  30303

Re:	Winsonic Digital Media Group, Ltd.
Form 10-KSB for the fiscal year ended December 31, 2004
      Filed August 29, 2005
      File No. 0-32231

Dear Mr. Johnson:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

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

Item 8A. Controls and Procedures, page 26
1. Please help us understand, in sufficient detail, the factors
that
you considered in determining that your disclosure controls and
procedures were effective in light of the errors that were
identified
in 2004 which resulted in restatements to the 2003 financial
statements.

Financial Statements

Report of Independent Registered Public Accounting Firm

De Joya & Company
2. Please advise us whether your accountants have relied on the
work
of other auditors with respect to the related statements of
operations, stockholders` deficit, and cash flows for the period
from
September 10, 2002 (inception) through December 31, 2004.  If so,
please tell us what procedures were performed by your accountants
in
order to rely on the work of other auditors and how they have
considered the guidance at AICPA Auditing Standards Section 543
Part
of Audit Performed by Other Independent Auditors.

Organization and Purpose, page F-7
3. We note that you have indicated that the historical financial
statements of the registrant should include the results of
Winsonic
Acquisition Sub, Inc. prior to the reorganization that resulted
from
the reverse acquisition.  From your statement of stockholders`
deficit, it appears to us that the historical financial statements
go
back to September 10, 2002 which appears to be the inception date
(or
date of incorporation) for Winsonic Acquisition Sub, Inc.  The
reorganization appears to be a change in capital structure that
requires retroactive effect.  Please tell us whether you
considered
SAB Topic 4C in retroactively recasting shares outstanding for
stockholders` equity and earnings per share purposes.

Convertible Debentures, pages F-17 to F-18
4. It is unclear from your disclosure whether you have allocated
any
of the debt proceeds to the detachable warrants under APB 14.
Please
tell us how you considered the guidance in Issue 1 of EITF 00-27
in
allocating the proceeds to the warrants, debt, and conversion
feature.  Please summarize how you calculated the allocation in
your
response.
5. Please clarify for us why the term of the convertible debt has
been determined to be three years when you have disclosed on page
F-
17 that the notes are due the earlier of December 15, 2005 or upon
the occurrence of certain events.

Exhibit 31.1
6. We note that there is no signature on Exhibit 31.1.  Please
amend
your filing to include a signature in accordance with Rule 302 of
Regulation S-T.  Additionally, please apply this comment to
Exhibit
32.1 and the signatures section of Form 10-KSB.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  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 information.  Detailed cover letters
greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and 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 the filing;

* 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.

	You may contact Howard Efron, Staff Accountant, at (202) 551-
3439 or me at (202) 551-3403 if you have questions regarding
comments
on the financial statements and related matters.

								Sincerely,

      Steven Jacobs
      Branch Chief

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Mr. Winston Johnson
Winsonic Digital Media Group, Ltd.
September 15, 2005
Page 4

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