SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561

      November 17, 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 first response letter filed on October
21, 2005 and have the following additional comments.  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.

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

Financial Statements

Report of Independent Registered Public Accounting Firm

De Joya & Company

1. We note your response to prior comment 2.  Please confirm that
conforming changes were also made to the scope and opinion
paragraphs
of your auditors` report based on guidance at AICPA Auditing
Standards Section 543 Part of Audit Performed by Other Independent
Auditors and Illustration 1 therein.

Organization and Purpose, page F-7

2. We note your response to prior comment 3.  Please advise
whether
or not you will be restating your statement of changes in
stockholders` deficit as part of your response to our comment.  It
appears to us that the statement of stockholders equity should
reflect the 23,956,138 shares of common stock issued related to
the
reverse acquisition as a stock split.  That is, recast the number
of
outstanding shares to reflect these shares as outstanding for all
periods.

Convertible Debentures, pages F-17 to F-18

3. We note your response to prior comment 4 and that you have
revised
your accounting treatment for the convertible debentures and
warrants.  Based on your current response and your previous
disclosure, it appears that you are recording the embedded
conversion
feature within equity based upon the guidance of EITFs 98-5 and
00-
27.  However, after further review of your disclosure that the
debt
is convertible at the lower of $.70 per share or 15% below market,
it
appears that the embedded conversion feature may not meet the
definition of conventional convertible debt in paragraph 4 of EITF
00-19 and this may mean that the embedded conversion feature falls
within the scope of SFAS 133 (refer to paragraphs 12 and 11a of
SFAS
133).  As a result, you would be required to analyze the
conversion
feature under paragraphs 12-32 of EITF 00-19 to determine whether
it
is an equity instrument which can be excluded from the scope of
SFAS
133.  In this regard, we note that your conversion price can reset
to
15% below market which may result in a need to issue an
indeterminate
amount of shares which may exceed the amount of shares that you
have
authorized.  It appears that this provision would result in
liability
classification under EITF 00-19.  If true, you would be required
to
bifurcate the conversion feature from the debt host and account
for
the feature as a derivative liability with changes in fair value
being recorded in the income statement.  Additionally, we note
that
if you conclude that this is the appropriate accounting, you would
not account for any beneficial conversion feature under EITFs 98-5
and 00-27.  Please advise.

4. Please note that you should perform a thorough analysis of all
of
the provisions of your convertible debt instruments to determine
whether there are any other provisions that may be problematic
under
paragraphs 12-32 of EITF 00-19. Further your disclosures should be
expanded to include all of the significant terms of the
convertible
debt agreement.  Clarify if there are any limits on the amount of
common stock that may be used to repay the debt and any terms that
may result in changes to the conversion price.  Additionally,
please
advise if you have filed the Convertible Note and Purchase Warrant
Agreement dated November 24, 2005 on EDGAR.

5. Please advise us whether or not there is a cashless exercise
option associated with your warrants, which would permit the
warrant
holder to exercise the warrant without paying cash and to receive
the
intrinsic value of the warrants in an equivalent number of shares
of
common stock.

	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.

	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

??

??

??

??

Mr. Winston Johnson
Winsonic Digital Media Group, Ltd.
November 17, 2005
Page 3

</TEXT>
</DOCUMENT>