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    WINSONIC
      DIGITAL MEDIA GROUP, LTD

    260
      Peachtree Street, Suite 2200

    Atlanta,
      GA 30303

    October
      21, 2005

    Mr.
      Steven Jacobs

    Branch
      Chief

    Division
      of Corporation Finance

    Securities
      Exchange Commission

    100
      F
      Street, N.W.

    Washington,
      D.C. 20549

            RE:

              Winsonic
                Digital Media Group, Ltd.

              File No.
                0-32231

    Gentlemen:

    In
      response to the Staff’s Comment Letter dated September 15, 2005, on behalf of
      the issuer Winsonic Digital Media Group, Ltd. (the “Company”). I am hereby
      acknowledging that:

    1.
      The
      Company has revised Item 8A Controls and Procedures, page 26 to add the
      following; “Rule 13a-15 (e) under the Securities Exchange Act of 1934, requires
      that disclosure controls and procedures be disclosed by an issuer in the reports
      that it files or submits. The Act requires information to be accumulated and
      communicated to the issuer’s management as appropriate to allow timely decisions
      regarding required disclosure.

    The
      following are the results of the procedures adhered to regarding Winsonic
      Digital Media Group, Ltd. (a development stage company), yielding the following
      adjustments and disclosures made to the prior year ended December 31,
      2003.

            A.

              Management
                was diligent to review each of the Company’s balance sheet accounts as of
                December 31, 2004. As a result of such review we determined that
                two loans
                to the Company with combined principal balances of $148,000 as of
                December
                31, 2003, had no stated interest rates attached. Therefore, upon
                review
                with DeJoya & Company, our independent auditors, Management recorded
                imputed interest expense at 6% for $2,127, in accordance with the
                accounting principle of conservatism. The loan payable balances as
                of
                December 31, 2003 were also appropriately
                increased.

            B.

              The
                Company undertook an organizational restructure with the merger of
                Winsonic Holdings, Ltd. and Winsonic Digital Cable Systems Network
                with
                Media and Entertainiment.com, Inc., thus creating Winsonic Digital
                Media
                Group, Ltd. The circumstances and transactions of the merger, initiated
                in
                2003, were thoroughly reviewed. The merger was considered a capital
                transaction in substance, rather than a business combination, resulting
                in
                a reverse acquisition for accounting purposes, thereby yielding no
                recording of goodwill, and called for the proper recording of issuance
                of
                6,004,200 common stock shares to the founder and CEO in 2003. Also,
                as
                mentioned in Note 1 - Organization and Purpose (on page F-7), the
                Company
                considered SAB Topic 4C in disclosing that stockholders deficit and
                loss
                per share were retroactively recasted using historical data from
                Winsonic.
                The entry to record par value of $6,004 was a credit to common stock
                and
                debit to related party-selling, general and administrative expenses
                in
                2003.

            C.

              Equity
                transactions, including warrants, paid-in capital, and common stock
                transactions of the Company were reviewed in detail to ensure proper
                recording of stockholders deficit. During our review of warrants,
                paid-in
                capital, and common stock transactions, it was noted that the Company
                in
                the previous year had incorrectly capitalized a stock issuance for
                services, rather than expensing the services. The Company has now
                recorded
                and disclosed $275,000 as consulting expense in 2003, and reduced
                the
                asset by the same amount. The accounting for Stockholders Deficit
                regarding this transaction was correct and remained
                unchanged.

    Management,
      in agreement with the Company’s new independent public accounting firm, De Joya
& Company decided that given the complexity of the organization’s
      restructure, and the fact that the Company is a development stage company,
      it
      was appropriate due diligence to review all balance sheet accounts in detail.
      Management’s due diligence in it’s review procedures and disclosure practices
      contributed to the detection of the three prior year adjustments, and
      restatement of the financial statements for and as of the year ended December
      31, 2003.

    Each
      prior period adjustment and related disclosure was appropriately confirmed
      as
      correct via a review with the previous auditors, Chavez and Koch, as evidenced
      in their opinion of their Report of Independent Public Registered Accounting
      Firm, dated August 16, 2005, filed with the Company’s Form 10-KSB.”

    2.
      The
      Company’s auditors, De Joya & Company, have revised their audit report to
      disclose the activity related to the September 10, 2002 (inception) through
      December 31, 2004. In it, the firm has added, “We did not audit the financial
      statements of Winsonic Digital Media Group, Ltd. as of December 31, 2003 and
      2002. Those statements were audited by other auditors whose report has been
      furnished to us, and our opinion, insofar as it relates to the amounts included
      in the period ending December 31, 2003 and 2002, is based solely on the report
      of the other auditors.”

    3.
      The
      Company has revised Note 1 - Organization and Purpose, on page F-7 to state
      that
“The Company considered SAB Topic 4C, which states that a capital structure
      change to a stock dividend, stock split or reverse split occurs after the date
      of the latest reported balance sheet but before the release of the financial
      statements or the effective date of the registration statement, whichever is
      later, requires retroactively recasting of shares outstanding for stockholders’
      equity and earnings per share. Therefore, the balances on the Statement of
      Stockholders’ Deficit as of December 31, 2004 and as of December 31, 2003
      (Restated) as shown on page F-3, include historical data of Winsonic Acquisition
      Sub, Inc. beginning on September 10, 2002 (inception date). Likewise, the net
      loss per basic and diluted common share calculation on the Statement of
      Operations for the years ended December 31, 2004 and 2003 (Restated) include
      historical data of Winsonic Acquisition Sub, Inc. beginning on September 10,
      2002 (inception date).”

    4.
      The
      Company has revised Note 10 - Convertible Debentures on page F-18 to state
      that
“The financials have been adjusted to comply with Par. 6 of EITF 98-5, as well
      as EITF 00-27 and APB 14. After consulting with our auditor as well as outside
      sources, the company has addressed the treatment of the convertible debt and
      detachable warrants. The company initially determined the relative fair value
      between the convertible debt and the detachable warrants. After allocating
      a
      portion of the proceeds to the detached warrants (based on relative fair
      values), the convertible debt and the detached warrants were recorded. The
      company then evaluated whether the embedded conversion option within the debt
      instrument was beneficial (had intrinsic value) to the holder. The effective
      conversion price (that is, the allocated proceeds divided by the number of
      shares to be received on conversion) based on the proceeds was determined.
      Both
      the total debt discount immediately after the initial accounting was performed,
      as well as the beneficial conversion feature was expensed on the income
      statement. The financial statements of December 31, 2004, as well as the
      respective notes to the financials, will be adjusted accordingly and filed
      with
      out amended 10KSB.

    The
      relative fair value of the warrants determined by Black Scholes on the date
      of
      issuance was $1,080, 078. The relative fair value of the convertible debt at
      date of issuance was $1,222,500 (based on the number of shares it was
      convertible into multiplied by the stock price of $1.05 on the date of
      issuance).

    The
      total
      of the relative fair values is $2,302,578 ($1,080,078 for warrants plus
      $1,222,500 for debt). So the warrants are 46.91% of the fair value and debt
      is
      53.09% of the fair value.

    Multiplying
      the percentages by the proceeds of $815,000 says that $382,295 is the amount
      “allocated” to the warrants (0.4691 * $815,000) and $432,705 is the amount
“allocated” to the debt (0.5309 * $815,000).

    The
      debt
      discount is then the $815,000 of proceeds less $432,705 of fair value equals
      $382,295.

    When
      you
      divide the relative fair value of the debt of $432, 705 by the number of shares
      convertible 1,164,286, the result is the “effective conversion price” of
      $0.3716. If you subtract the effective conversion price from the fair market
      value on the date of issuance of $1.05, you get a beneficial conversion feature
      of $0.68 ($1.05 less $0.3716). Multiplying the number of the shares by the
      beneficial conversion feature yields a beneficial conversion feature value
      of
      $789,795 ($0.68 multiplied by 1,164,286).

    5.
      The
      Company has revised Note 10 - Convertible Debentures on page F-18 to correct
      the
      due date on the promissory notes. The Note 10 on page F-18 has been changed
      to
      read “Twenty-one convertible subordinated promissory notes at 6% annual
      interest, due on December 15, 2005,
      convertible into shares of common stock at any time prior to maturity.”

    6.
      See
      attached signature pages via PDF,

    The
      undersigned further acknowledges that:

            ·

              The
                Company is responsible for the adequacy and accuracy of the disclosure
                in
                the filing; and

            ·

              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 federal
                securities laws of the United
                States.

            Very
              truly yours,
Winsonic Digital Media Group, Ltd.

            By:
            /s/ Winston
              Johnson

              Winston
                Johnson, Chairman / CEO