SecProbe.io

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Mail Stop 0306

      April 12, 2005

Marc Walther
Americhip International, Inc.
Chief Executive Officer
9282 General Drive, Suite 100
Plymouth, Michigan  48170

	RE:	AmeriChip International, Inc.
		Form 10-KSB for the fiscal year ended November 30, 2004
		Filed March 15, 2005
		File No. 000-33127

Dear Mr. Walther:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
filings
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 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 10-KSB for the fiscal year ended November 30, 2004

Management`s Discussion and Analysis

Critical Accounting Policies

1. Please expand to provide critical accounting policy disclosure
conforming to the guidance from FR-60 and FR-72.  Please note that
critical accounting policy disclosure should provide insight about
complex judgments and estimates that underlie the accounting
policies
you identify as critical.  Disclosure that merely repeats basic
accounting policies will not generally satisfy the objectives of
the
disclosure.

Recent Events

2. In the second paragraph, disclose the fair value assigned to
the
non-compete shares, including how that fair value was determined
and
the timing of expense.  Also clarify how these parties are related
to
your business. Apply this general guidance in other instances
where
you make reference to shares issued for services.  For instance,
the
last two paragraphs of this section.

3. With respect to KSI, in the fourth paragraph you state that you
signed a purchase agreement on December 7, 2004 while in the fifth
paragraph you indicate that a definitive agreement has not been
reached.  These disclosures do not appear consistent.  We also see
that you announced signing of a definitive agreement on December
22,
2004 while this Form 10-KSB was filed in March 2005. Revise to
more
clearly describe the status of the acquisition and agreements not
yet
executed or complete.

4. As a related matter, clarify the nature of the $3.2 million.
That
is, disclose the terms of payment in more detail.  Address how you
will finance the transaction and the terms of any expected
borrowings.

5. Tell us how you plan to account for the shares to be issued to
Mr.
Kotsonis.  Support in GAAP that your planned accounting, as
purchase
price or compensation, is appropriate. Please be detailed and
specific in supporting your planned accounting.

Results of Operations

6. Please expand to discuss the nature and composition of
operating
expenses in greater detail.  More clearly explain reasons for
material changes in amounts and composition from period to period.
Provide detail about the nature and composition of consulting
expenses referred to in the existing paragraph. Significant
amounts
should be quantified.

7. As a related matter, the existing disclosure explains a
significant increase in expenses by citing matters identified as
"reductions" in expenses.  Your disclosure is not clear.  Please
revise.

8. In addition, we see that interest and financing expenses
increased
compared to the prior year and that you recognized income for the
forgiveness of debt during fiscal 2004.  Please expand to discuss
the
reasons for the increase in interest and financing expense and the
nature of the income for forgiveness of debt.

Liquidity and Capital Resources

9. Tell us when the sales occurred in 2004 and tell us when the
related receivables were collected.  If they have not been
collected,
tell us why it is appropriate to report revenues for these
transactions in these financial statements. Confirm that the
purchasers were not related parties or otherwise make disclosure
under FAS 57.

Consolidated Financial Statements

General

10. It appears that you devote substantially all of your efforts
to
establishing a new business and that you have not generated
significant revenue from planned principal operations.
Accordingly,
either revise to provide development stage disclosure pursuant to
SFAS 7 or, in a supplemental narrative, explain why those
disclosures
are not required.  Refer to paragraphs 8 and 9 to SFAS 7.

Statement of Stockholders` Equity

11. In Note 5 you disclose that the 20,200,000 shares were issued
as
a result of a stock split while this Statement indicates that
those
shares were issued in the reverse merger.  Which is correct?  The
disclosures do not appear consistent.  Please revise to clarify.
Also clarify supplementally.

12. It appears that shares issued in the recapitalization and
shares
issued in the stock split should be viewed as outstanding for all
periods for earnings per share purposes.  Accordingly, the number
of
weighted-average shares for fiscal 2003 appears incorrect. Either
revise or advise.

13. We see numerous transactions where shares were issued for non-
cash consideration.  For each transaction you should disclose how
the
fair value of the shares granted was determined.  For instance, we
would normally expect fair value to be based on the quoted market
price of your stock on the date of grant. Refer to FAS 123 and
appropriately expand.

Consolidated Statement of Cash Flows

14. The cash flow statement for fiscal 2003 is not mathematically
accurate.  Please revise.

Note 2.  Summary of Significant Accounting Policies

15. Please note that it is not necessary to make disclosure about
pending or recent accounting standards that are clearly not
relevant
to your business.  For instance, we see disclosure about real
estate
time sharing transactions under SFAS 152.

16. We see that you recognized some revenue in fiscal 2004. Revise
to
make revenue policy disclosure.  That disclosure should be
specific
to the nature of your products and services and should address
details to the extent the policy differs among customers, channels
and products.  To the extent material, the policy should also
address
customer acceptance, return policies, post shipment obligations,
warranties, credits and discounts, rebates, price protection or
similar privileges, including how these matters impact revenue
recognition.

17. As disclosed in Item 1 "Description of Business, you appear to
have entered into numerous arrangements to distribute or otherwise
sell products manufactured by others.  With respect to those
arrangements, in a supplemental narrative describe your
consideration
of EITF 99-19.  Your response should address the terms and
conditions
of the arrangements and should demonstrate that you have
appropriately considered the requirements of the Abstract in
assessing the presentation of revenues in your income statement.
We
see that you recognized some revenue in fiscal 2004. The narrative
response should also specifically and separately address the
presentation of those revenues.

Note 4.  Stock Options and Warrants

18. In this note, you disclose that you adopted fair value
accounting
for stock options under FAS 123.  Accordingly, you should disclose
the fair values of stock options granted in fiscal 2004 and fiscal
2003.  You should also disclose the model, methods and assumptions
applied in estimating those fair values. Refer to SFAS 123 and
appropriately expand to provide all of the required disclosures.

19. As a related matter, you state that all options granted in
fiscal
2004 and fiscal 2003 were immediately exercised. However, we see
no
proceeds from option exercises on the statement of cash flows. We
also do not see option exercise transactions identified on the
statements of stockholders` equity.  Please explain supplementally
and revise the filing to more clearly explain the underlying
facts.

20. In expanded disclosure, please also make more specific
disclosure
about the recipients of the 20 million options.  If granted to
officers, employees or directors please state so.  If granted to
non-
employees, please make some disclosure about the nature of the
underlying transactions, including a reasonably detailed
description
of what you received in return. That is, the disclosure should
describe the nature of the consulting or other service received.
You
should also disclose the identity of any related parties pursuant
to
FAS 57.

21. The first paragraph under the option table identifies two
warrant
issues and cites three fair values apparently associated with
those
warrants.  You should make clear disclosure about individual
transactions where you issue warrants for services.  That
disclosure
should clarify the fair value assigned, how fair value was
determined, the nature of the service received in return, and the
period of compensation. We see the reference to Note 7, but do not
see clear and complete disclosure about all 13 million warrants.

Note 6.  Cornell Capital Partners LP Financing

22. You indicate that you received $800,000 in cash from
CornellCapital financing while the cash flow statement discloses
receipts totaling $662,500.  We presume the difference is fees and
expenses of the debt.  Please revise to separately identify the
cash
and non-cash components of the financing fees.

23. For each borrowing you should separately disclose the terms
and
conditions of the conversion feature, including disclosure of the
contractual conversion price and/or formula.  You should disclose
whether the conversion price provides for any discount from the
quoted market price of your shares and disclose the amount of any
beneficial conversion feature.  Please note that you should also
consider the requirements of EITF 00-27 in accounting for any
beneficial conversion feature.

24. We see that you issued stock valued at $207,000 as a
commitment
fee associated with the Cornell Capital Standby Equity
Distribution
Agreement and that the fee is being amortized over twenty-four
months.  Based on your disclosures, the unamortized balance
appears
to be approximately $150,000 at November 30, 2004.  However, we do
not see any asset for the unamortized balance, nor does the
unamortized fee appear to be netted against outstanding
borrowings.
Accordingly, the accounting is not clear. Please revise as
necessary
to clarify how you accounted for the commitment fee.  Also explain
supplementally.

25. Tell us and disclose why you incurred loan fees and expenses
equal to 100% of the first loan received from Cornell Capital.

26. Disclose the effective interest rate for each borrowing.
Refer
to APB 21.

Note 7.  Contracts and Agreements

27. Please disclose the expense recognized when stock is issued as
compensation for services performed.  Please also discuss the
timing
of expense recognition and the basis for determining the value of
the
stock granted.

Note 8.  Long-Term Debt

28. It appears that the NASCO debt should be discounted to bear a
greater rate of interest.  We see that the effective rates for
your
third party borrowings (that is, the Cornell arrangement) are
substantially higher than 3.5%.  Refer to paragraphs 13 and 14 to
APB
21 and revise if necessary to comply with that guidance.  In
performing your evaluation under APB 21 you should consider the
effective rate (not the stated rate), including fees and expenses
paid to Cornell.  If you believe revision is not necessary,
explain
your basis in GAAP.
29. Disclose how the fair values assigned to the inventory and
other
assets were determined.  You disclose that NASCO products have
been
sold for many years.  In MD&A, disclose why none of the inventory
was
sold through November 2004 and make disclosure about why you
believe
the recorded amount is recoverable.
30. We see that the inventory was acquired from a related party.
If
the materials were recorded in your financial statements at a
greater
carrying amount than in the related party`s accounting records,
explain to us why your accounting is appropriate.  Tell us how you
considered the guidance from SAB Topic 5-G.

31. Disclose the term of the NASCO note.  What is the life of the
note?
Item 8A.  Controls and Procedures

32. We note the third paragraph under Item 8A.  Please revise to
state clearly, if true, that your disclosure controls and
procedures
are designed to provide reasonable assurance of achieving their
objectives and that your CEO and CFO concluded that your
disclosure
controls and procedures are effective at that reasonable assurance
level.  In the alternative, remove the reference to the level of
assurance of your disclosure controls and procedures.  Please
refer
to Section II.F.4 of Management`s Reports on Internal Control over
Financial Reporting and Certification of Disclosure in Exchange
Act
Periodic Reports, SEC Release No. 33-8238, available on our
website
at <http://www.sec.gov/rules/final/33-8238.htm.

33. Please revise to refer to this annual report on Form 10-KSB.
The
disclosure currently refers to a report on Form 10-QSB.

Exhibits 31.1 and 31.2

34. We see that the certifications filed as Exhibits 31.1 and 31.2
are not in the proper form. The certifications must appear exactly
as
specified and may not be altered in any way, except that you may
alter the introductory language to paragraph 4 and omit paragraph
4(b) in accordance with the transition guidance for reporting on
internal control over financial reporting.    Accordingly, please
file an amendment to your Form 10-K that includes the entire
filing
together with the certifications of each of your current CEO and
CFO
in the form currently set forth in Item 601(b)(31) of Regulation
S-B.
The aforementioned transition guidance is addressed in Release No.
33-8238 "Management`s Reports on Internal Control over Financial
Reporting and Certification of Disclosure in Exchange Act Periodic
Reports."

Form 8-K Dated December 22, 2004

35. You indicate that you expected the KSI transaction to close in
January 2005.  Either provide audited financial statements for
this
business pursuant to Item 310(g) to Regulation S-B or tell us why
those financial statements are not yet required, including when
you
plan to provide them.  Also respond with respect to the pro forma
requirements of Item 310 to Regulation S-B.

*    *    *    *

	As appropriate, please amend your Form 10-KSB for the fiscal
year ended November 30, 2004 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 supplemental 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 filings reviewed by the staff to
be
certain that they have provided all information investors require.
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 mad