SecProbe.io

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Mail Stop 6010
      July 15, 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 letter dated June 14, 2005 and your
related 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 year ended November 30, 2004

Critical Accounting Policies, page 15
1. We note your response to prior comment one from our letter
dated
April 12, 2005 and the revisions made to your filing.  We see that
you have entered into complex convertible financing arrangements
and
that you regularly issue shares and other equity instruments as
compensation for goods and services.  It appears that valuation of
and accounting for stock-based compensation is also a critical
accounting policy.  We note, for instance, that application of
EITF
98-5 and EITF 00-27 can be particularly complex. Please expand or
tell us why you believe expansion is not necessary.

Consolidated Financial Statements

Note 2.  Summary of Significant Accounting Policies, page 7

Revenue and Cost Recognition Policies, page 12
2. We note the additional disclosures provided in the financial
statements in response to prior comment 16 from our letter dated
April 12, 2005.  We see that you have not provided an allowance
for
returns because the "revenues are new and there is no historical
experience on which to base an estimate."  Tell us why it is
appropriate to recognize revenue when a right of return exists and
you cannot estimate the amount of future returns. That is, tell us
why revenue should not be deferred until the period where returns
are
permitted expires. Refer to paragraph 6 of SFAS 48.
3. Refer to your response to prior comment 17 from our letter
dated
April 12, 2005.  Please further demonstrate that distributor
arrangements for revenue recognized during 2004 and 2005 meet the
criteria in paragraph 7 - 14 of EITF 99-19.  We note the only
inventory you hold at November 30, 2004 was acquired from NASCO.

Note 6. Cornell Capital Partners LP Financing, page 17
4. We note the revisions made to your financial statements in
response to prior comment 23 from our letter dated April 12, 2005.
Please revise your filing to describe how you determined the value
of
each beneficial conversion feature attributed to the debt.  You
should also make appropriate accounting policy disclosure.
5. The table summarizing transactions with Cornell in fiscal 2004
appears to have various mathematical problems.  Accordingly, the
information presented is not clear; and it is also not clear how
amounts in table reconcile to the narrative descriptions of the
borrowings.  Please revise.
6. While debt discounts should normally be netted against the
related
debt, fees and costs paid, in cash or other consideration, are
normally presented as assets in the balance sheet.  Tell us why
your
presentation conforms to GAAP.  That is, tell us why it is
appropriate to net loan fees and other direct costs against the
borrowings.

Note 7.  Contracts and Agreements, page 20
7. We note that you have entered into several long-term agreements
with consideration in the form of common stock or other equity
consideration.  It appears from your disclosure that you are
recognizing the expense related to these arrangements immediately
upon issuance of the shares or other instruments.  Tell us why you
should not recognize the expense over the period of service.  Tell
us
how your method considers the guidance from EITF 96-18.

Item 8A.  Controls and Procedures, page 25
8. You restated the Form 10-KSB for the year ended November 30,
2004
and the Form 10-QSB for the quarter ended February 28, 2005 for
various matters.  Given the restatements, tell us how your CEO and
CFO concluded that disclosure controls and procedures are
effective
as defined in Rule 13a-15(e) as of November 30, 2004 and February
28,
2005.  If you conclude that disclosure controls and procedures are
not effective, please revise to discuss the nature and extent of
any
material weaknesses and to describe specific steps that the
company
has taken, if any, to remediate those weaknesses.  If you believe
that disclosure controls and procedures are effective, your
disclosure should explain your rationale.  That is, in light of
the
errors, the disclosure should describe the basis for any belief
that
disclosure controls and procedures are effective.  The disclosure
considerations apply to the Form 10-KSB and the subsequent Forms
10-
QSB.

      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 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 Kristin Lochhead at (202) 551-3664 or Gary
Todd
at (202) 551-3605 if you have questions.  In this regard, please
do
not hesitate to contact Brian Cascio, Accounting Branch Chief, at
(202) 551-3676 with any other questions.

      Sincerely,

      Gary Todd
      Reviewing Accountant

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Mr. Walther
AmeriChip International, Inc.
July 15, 2005
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