SecProbe.io

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

Mail Stop 6010							December 29, 2005

Johnny Lee
President
Amerasia Khan Enterprises, Ltd.
353 West 7th Avenue
Vancouver, BC
Canada V5Y 1M2

Re:	Amerasia Khan Enterprises, Ltd.
	File No. 333-130084
	Filed December 2, 2005

 Dear Mr. Lee:

      We have reviewed your filing and have the following
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
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.
General
1. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples and not exhaustive lists.
If
our comments are applicable to portions of the filing that we have
not cited as examples, make the appropriate changes in accordance
with our comments.
2. In your response letter, please state our comment and then
explain
each change that has been made in response to a comment.  In
addition, you should also reference each page number in which
disclosure has been revised in response to a comment so that we
can
easily place your revised disclosure in its proper context.

Summary of prospectus, p.3
Business Summary, p. 3
3. The summary needs to be rewritten substantially to explain your
business model.  For example, it is unclear what functions you
provide and what functions are provided by Artora.  You indicate
that
Artora is a customer of yours and will purchase exclusively from
you.
However, you also say that through Artora, you have rented regalia
to
three different high schools.  These statements do not clearly
indicate the source of the company`s revenue and the relationship
between you and Artora.  Does the company obtain revenue when
Artora
purchases from the company or is Artora simply a broker who
generates
revenue on your behalf by contracting with the high school?  While
these issues are disclosed with more clarity in the Business
section,
you should briefly address them in the Summary as well.

As another example, you make reference to a distribution chain?
What
distribution chain does the company have?  If you are referring to
Artora, then you should make this point explicitly.
4. In the second paragraph, you state that you "design, develop,
market, distribute and sell academic regalia."  From the
discussion
in your document, it appears that you sell academic regalia but
you
have not described your design, development, marketing or
distribution activities.  Please revise to describe your
activities
in these areas or revise the statement accordingly.  You should
also
add disclosure to this statement that explains your limited
experience in performing these functions to avoid investor
confusion.
5. We note that you are referring to Artona Group as "Our First
Principal Customer."  The use of a defined term in this instance
is
not necessary and you should simply refer to Artona Group by its
proper name.
6. Please revise to identify Artona Group as a company
specializing
in graduation photography.
7. We note that your June 15, 2005 agreement with Artona required
them to purchase and/or rent additional quantities of regalia over
the next four years.  Please revise to clarify whether you are
their
exclusive provider under the agreement.  Similarly, revise the
discussion of the agreement in the Business section.
8. Please explain the meaning of the following statement: "We will
actively pursue additional contracts with schools alongside our
customers ..."  If this means that you will attempt to distribute
your products directly to schools without the use of Artona or
another company acting in a similar capacity, then revise to make
this clear.
9. Throughout your filing, you have described your agreement with
Artona as an agreement to sell and/or rent products.  Please
describe
the experience to date and your expectations.  Has Artona rented
or
purchased regalia?  Do you expect that Artona will continue the
same
practice and how will your revenues/profits be affected if it does
not?
10. You have indicated that you do not consider yourself to be a
blank check company.  Supplementally, please provide us with your
analysis of Rule 419(a)(2) and explain your position in that
analysis.

Offering by selling shareholders, p. 3
11. You have referenced "Offering price per share by company and
selling shareholders."  However, it does not appear that the
company
is offering shares in this offering.  Please explain.

Summary of Financial Data, p. 4

12. Your Statements of Operations data appears to include only
revenue and expenses.  Please disclose your net loss and loss per
share for each period presented.

Risk Factors, p. 5
General
13. Please delete the following text from the introduction.  "The
risks described below are not the only ones facing the company.
Additional risks not presently known to us may also impair our
business operations."  It is not appropriate to reference risks
that
are not disclosed and described.
14. Please revise the disclosure for each risk factor to include a
separate heading that briefly identifies the risk and potential
consequences.

Risks related to a development stage company, p. 5
15. In risk factor 1, in addition to disclosing operating
expenses,
you should disclose your accumulated deficit as of September 30.
16. In risk factor 2, you have described potential problems the
company may face in operations.  We note that in the summary
section
of the registration statement, you indicated that you wanted to
test
different aspects of operations.  To the extent that you
encountered
any difficulties when you ran those tests, you should disclose
those
problems explicitly in this risk factor.
17. In risk factor 4 you state that you anticipate you will incur
increased operating expenses without realizing any revenues.
Please
revise this discussion to describe the nature of the expected
increased expenses.  Additionally, revise Management`s Discussion
and
Analysis and/or Plan of Operation to describe these expected
increases in more detail.

Risks related to our products, p. 6
18. Please expand your disclosure to provide more context for the
risks you are describing.  For example, please explain what you
mean
when you say "Should the trend steer away from quality..."
19. In risk factor 7, you reference introducing other products.
However, in your summary you did not indicate any plans for
offering
products beyond regalia.  If you have such plans, you should
briefly
disclose them in the summary and provide a more detailed
discussion
in the Business section.  If there are no such plans, please
consider
whether the risk factor is material.

Risks related to employees and management, p. 6
20. In risk factor 9, if you have any reason to believe that
either
Mr. Ho or Mr. Lee may be leaving the company for any reason, you
should disclose that information in the registration statement.
21. If you expect to hire additional employees in the near future,
these plans should be described.

Risks related to ineffective marketing and other market factors,
page
7
22. We note your statement that you sell your product to
independent
photographers, photography studios and schools, colleges and
universities.  Please revise to describe the current state of your
operations or revise to clarify that this is your strategic plan.

Risks related to competition, p 8
23. Please expand this disclosure significantly to describe who
your
competitors are and provide a brief description of their position
in
the marketplace.  Please be more specific when you say that the
market is intensely competitive and fragmented.  Please also be
more
specific in describing the advantages possessed by competitors. As
one example only, if there are competitors with sophisticated
distribution systems that are cheaper or otherwise more efficient
than those of the company, then you should disclose this fact
explicitly instead of referring to greater distribution
capabilities
generically.

Risks related to manufacturing in a foreign country, p. 8
24. If your agreement with your contract manufacturer is a
material
agreement for the company, you should file it as an exhibit to the
registration statement and describe the material terms of the
agreement in the Business section.  In addition, instead of
referring
to your contract manufacturer generically, you should mention them
by
name.  If you do not believe you are substantially dependent on
this
agreement, please provide us with an analysis supporting your
conclusion.  If you do not have an agreement with this
manufacturer
and purchase products on a purchase order basis, please revise to
include this information.

Risks relating to lack of dividends, p. 9
25. Please describe the risks associated with not paying
dividends.

Risks relating to this offering, p. 10
26. Please revise paragraph 26 to clearly state that your stock is
a
penny stock.

Directors, Executive officers and control persons, p. 19
Significant employees
27. Please clarify the relationship between Mr. Lee and the
company
after the termination of the Management Agreement.  Are there any
functions that Mr. Lee was performing prior to termination that he
is
no longer performing?

Certain relationships and related transactions, p. 24
28. Please explain how the conversion price was determined for the
shares that Messrs. Lee and Ho received in exchange for their
notes.
Please disclose whether the conversion occurred on the same terms
as
would have been available to non-affiliated purchasers.
29. We note that the conversion rate in June negotiated with
Messrs.
Lee and Ho was $0.001 per share.  We also note that the company
sold
stock to investors later in that month at $0.025 per share, which
suggest stock appreciation of 25 times the valuation of the shares
converted in June.  Please disclose any facts or circumstances
that
substantiate this appreciation.
30. Please file any documents relating to the transactions
described
as exhibits to the registration statement.
31. With regard to the notes payable you have listed, please
disclose
whether the notes are secured or unsecured.

Business, p. 25
Company Overview, p. 25
32. Please explain what you mean when you say, "we intend to
actively
pursue additional customers beyond our First Principal Customer,
placing further orders for products upon expansion of customer
base."

Employees, p. 26
33. You should disclose the fact that your agreement with Mr. Lee
is
terminated.

Management`s Discussion and Analysis and/or Plan of Operation, p.
28
34. Please revise to provide a more detailed discussion of your
plan
of operation.  Your discussion should address your expected
increases
in expenses and how you expect to incur these expenses without
raising additional capital.  This discussion should be quantified
to
the extent practicable.

Critical Accounting Policies, page 29

35. Please refer to your disclosures regarding your inventory
accounting policy.  Please revise your disclosure to clarify
whether
you are referring to inventory or rental assets.  We note you
disclose no amounts for inventory on your balance sheet.  In
addition, please revise your disclosure to explain what you mean
by
non-current and how you can estimate its value based on your
limited
historical sales trends.

Where you can find more information, p. 35
36. You have the incorrect address for the Securities and Exchange
Commission.  The new address is 100 F Street, NE, Washington DC
20549.
Signature Page
37. Your signature page must include the signature of your Chief
Accounting Officer.

Financial Statements, page 34
Interim Financial Statements, page F-1
Statements of Operations, page F-2

38. It appears from your disclosure that depreciation of rental
assets is not classified in gown rental expenses.  Please revise
your
disclosure to reclassify the appropriate amounts to gown rental
expenses.  Alternatively, expand the gown rental expenses caption
to
include parenthetical disclosure indicating that depreciation
related
to rental assets is excluded and disclose such excluded amounts.
Please refer to SAB Topic 11:B.

Statements of Cash Flows, page F-3

39. Please explain to us why the "advanced - related party" line
item
qualifies for treatment as an operating cash flow under paragraphs
21
through 24 of SFAS 95.  In your response, please tell us why this
item is not classified along with your shareholder advances as a
financing cash flow under paragraphs 18 though 20 of SFAS 95.

Note 4 - Commitments, page F-4

40. Please revise your disclosure, here and throughout your
filing,
to clarify whether the suspension of your management services
agreement merely defers payment for consulting fees that continue
to
be earned after June 30, 2005.  We note that Mr. Lee is continuing
to
provide services.

Annual Financial Statements, page F-5
Note 1 - Summary of Accounting Policies, page F-10
Rental Assets, page F-10

41. It would appear that depreciation of rental assets should
begin
when the assets are available for rent, not upon the first rental.
Please revise your policy disclosure or explain to us your basis
under GAAP for deferring depreciation expense.  Tell us what
impact
this change in accounting will have on your historical financial
statements.

Revenue Recognition, page F-10

42. We note from your Prospectus Summary on page 3 and your
Description of Business on page 25 that you may either rent or
sell
your regalia in the future.  Please revise your disclosure to
clearly
indicate your revenue recognition policy for each revenue stream,
rentals and sales.  As it appears that your agreement with Artona
Group, Inc. provides for the sharing of gross rental profit,
please
clarify how the calculation of rental profits is determined and
whether the agreement refers to your rental profit or the rental
profit of your customer.  Please ensure that your policy addresses
the recognition of contingent rental income or consideration given
to
a customer, as appropriate.  In addition, we note from your
disclosure in MD&A on page 30 that you accrue for estimated sales
returns and allowances in the period which revenue is recognized.
Please disclose your sales returns policy and how you can
reasonably
estimate returns as required by paragraphs 6f and 8 of SFAS 48.
Please revise your critical accounting policy disclosure,
accordingly.

      As appropriate, please amend your filing in response to
these
comments.  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 under the form type label CORRESP. 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
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