SecProbe.io

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Mail Stop 6010

      November 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/A for the fiscal year ended November 30,
2004
		Filed October 17, 2005
		Form 10-Q for the quarterly period ended August 31, 2005
		File No. 000-33127

Dear Mr. Walther:

      We have reviewed your response to our letter dated July 15,
2005 and related filings 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/A for the year ended November 30, 2005

Consolidated Financial Statements

Note 2.  Summary of Significant Accounting Policies, page 7

1. Your response to prior comment three from our letter dated July
15, 2005 appears to only address the inventory acquired from
NASCO.
However, our comment was intended help us understand how you have
accounted for (or plan to account for) revenues generated from the
numerous relationships listed in the second paragraph under
"Subsidiaries" from page 3 to the Form 10-KSB/A. With respect to
those relationships, any other additional distribution or agency
arrangements:
* Tell us how you are presenting revenues in your financial
statements.  That is, tell us whether you are presenting revenue
on a
gross (principal) or net (agency) basis.  The notions of
"principal"
or agency" are as used in EITF 99-19.
* If you are reporting on other than an agency basis, support in
detail that your consideration of EITF 99-19 is appropriate. That
analysis should show us how you applied the specific requirements
of
that EITF to the specific terms of the agreements with the
suppliers.

Item 8A. Controls and Procedures, page 25

2. We see the revisions made in response to prior comment eight in
our letter dated July 15, 2005.  We note your statement on page 25
that the company`s management has evaluated the effectiveness of
your
disclosure controls and procedures.  However, we do not see that
you
have disclosed whether you have determined that your disclosure
controls and procedures are effective, as required by Item 307 of
Regulation S-B.  Please revise your disclosure to state, in clear
and
unqualified language, the conclusions reached by your chief
executive
officer and your chief financial officer on the effectiveness of
your
disclosure controls and procedures.  If you concluded that your
disclosure controls and procedures were not effective as of
November
30, 2004, 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
determine
that your disclosure controls and procedures were effective,
please
revise to state the basis for your conclusion, given the errors
identified in your financial statements.

Form 10-Q for the quarterly period ended August 31, 2005

Consolidated Financial Statements

Note 3.  Significant Accounting Policies, page F-6

Inventories

3. Tell us whether you have sold any of the $230,000 inventory
acquired and recorded in the NASCO transaction. If so, quantify
the
amount sold.
4. As a related matter, your response to comment 29 from our
letter
dated April 12, 2005 indicates that the inventory was recorded at
30%
of replacement cost. You also indicated that you expected that the
inventory turn for that inventory would "approach twice, if not
more"
for 2005.  While we see your assertion about replacement cost in
relation to the amount you paid for the inventory, a lack of sales
would suggest that the carrying amount might not be recoverable.
With respect to the NASCO inventory, please respond to the
following:
* If you have not met your sales expectations for the NASCO
inventory
during 2005, tell us why and explain why failure to meet those
expectations is not an indicator of impairment.
* Provide us an aging for the remaining NASCO inventory.  For
items
more than one year old, explain in detail why that specific
inventory
is not impaired.
* Describe your detailed plan to recover the cost of the
inventory,
including timing.
* Since you expected to sell the inventory in fiscal year 2005,
tell
us why you entered into an arrangement to finance the inventory
over
ten years.  Specifically discuss why the financing arrangement is
not
an indicator that the inventory is slow moving or otherwise
impaired.

Legal Proceedings, page 18
5. Your disclosure indicates that there is a "dispute" with
Cornell
Capital. In connection with that dispute, please respond to the
following:
* Describe the nature and evolution of the dispute.  Please be
specific.
* You indicate that you have requested "an accounting" from
Cornell.
Tell us what you mean by that statement.  That is, describe
exactly
what you have requested.
* Describe your termination rights under the arrangement and tell
us
about any potential penalties that may arise from early
termination
of the arrangement.  Also address whether there are any changes in
your obligations or responsibilities under the Cornell financing
arrangement as a result of early termination.
* We see that you continue to have debt outstanding with Cornell.
Describe the impact, if any, of early termination of the Cornell
arrangement on your obligations under that debt.

      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.

	You may contact Kristin Lochhead, Staff Accountant, at (202)
551-3664 or me at (202) 551-3605 if you have any questions.  In
this
regard, do not hesitate to contact Brian Cascio, Accounting Branch
Chief, at (202) 551-3676
.
							Sincerely,

							Gary Todd
							Reviewing Accountant

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Mr. Walther
AmeriChip International, Inc.
November 15, 2005
Page 4

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