SecProbe.io

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February 9, 2005

Mail Stop 4-6

Mr. John R. Ward
Chairman and Chief Financial Officer
Teknik Digital Arts, Inc.
7377 E. Doubletree Ranch Road, Suite #240
Scottsdale, AZ 85258

Re:	Teknik Digital Arts, Inc.
	Amendment No. 2 to Registration Statement on Form SB-2
	File No. 333-118101

Dear Mr. Ward:

      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 any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM SB-2

Prospectus Summary

Our Markets, p.2

1. While we note the revisions you have made in response to our
prior
comment 3, we were not able to access the "VCs Embrace Gaming"
article you cite to in your response number 3(b).  Accordingly,
please supplementally provide us with such article and tell us
whether it is available for free or for a nominal amount, or
remove
the reference to the statistics you used from this article.

Risk Factors

We depend heavily upon intellectual property licenses from others
and
our failure to maintain these licenses could seriously harm our
business, p.10

2. We reissue our prior comment 5.  Revise this risk factor to
identify the significant third parties on whom you rely and the
extent to which your business is dependent upon them.
Additionally,
revise to disclose whether you would be able to locate suitable
replacements if these licenses were terminated or not renewed.

Plan of Operations

Summary of our plan, p.19

3. We note that your expenses significantly increased in the
fourth
quarter of fiscal 2004.  For example, while research and
development
expenses were only $587,061 for the nine months ended June 30,
2004,
they were $2,112,868 for the year ended September 30, 2004.  Your
other expenses appear to have similarly increased.  Revise your
disclosure throughout this section to better explain the cause of
this increase in expense and how it has affected your business.
For
example, do you still believe that you will be able to fund your
working capital requirements over the next 12 months with funds
from
your revolving credit facility?  Do you still require
approximately
$25,000 per month to fund operations?  Finally, given the
increased
expenses, what is the period over which you could fund your
working
capital requirements with the cash you currently have?

Expenses, p.20

4. Tell us and disclose whether any of the expenses incurred were
partially related to the issuance of common stock.  If so, you
should
clearly discuss this fact including identifying the value
attributable to each of the services performed and how these
individual services were valued as well as the individual expense
amounts recorded. These disclosures should be made for the entire
12
month period ending September 30, 2004. In addition, ensure that
your
notes to the financial statements disclose each issuance of shares
of
common stock that were exchanged for services and compensation.
Please revise.

Liquidity and capital resources, p.21

5. While we note the revisions you have made in response to our
prior
comment 9, it is still unclear how much you owe to CAC.  For
example,
you indicate that as of December 31, 2003, you had drawn down an
aggregate of $500,000 on the line of credit but then exchanged the
principal amount of this debt for shares, which reestablished
borrowing availability of $500,000.  You also indicate that as of
September 30, 2004, you continued to have $500,000 of borrowing
availability.  However, it appears that you accrued a $25,000
liability to CAC in the fourth quarter of fiscal 2004.  Did you
draw
down $25,000, does this amount represent interest on past
borrowings
or does it represent some other liability?  Please revise to
explain.

6. Additionally, please revise your disclosure to indicate whether
you will be able to pay any amounts owing under the revolving
credit
facility when they become due on March 1, 2005 and whether your
credit facility will be renewed at that time.

Executive Compensation

Summary Compensation Table, p.29

7. While we note the revisions you have made to the compensation
table footnotes, it does not appear that you have reflected your
April 2004 grant of 250,000 shares to Mr. Comstock in the table.
Please revise accordingly.  Again, please ensure that all
information
required by Item 402(b)(2) of Regulation S-B has been provided in
the
appropriate sections of your filing.

Financial Statements

8. Revise to provide the disclosures required by paragraphs 11(a)
and
(b) of SFAS 7 for development stage entities.

Note 4-Warrants, p.F-19

9. Revise to disclose why the warrants were issued and how the
warrants were accounted for.  Clearly disclose how these warrants
were valued and the amount of expense recognized.

Note 5-Commitments and Contingencies, p.F-21

10. We note your response to our prior comment 12. Revise to
disclose
the term or expiration date of all of the contractual arrangements
discussed in Note 5 to the financial statements.

11. We note your response to our prior comment 12. Revise to
disclose
how the 250,000 shares of restricted stock and 500,000 warrants
issued to Mickelson were valued and disclose the amount of the
expense recognized (your page 26).  Indicate why the warrants are
not
included in the "summary of the activity of the warrants" table
(your
page F-20).  In addition, disclose how you valued and accounted
for
the 250,000 shares of restricted stock issued to Gaylord.

Note 9-Subsequent Events, p.F-24

12. Revise to discuss the specific nature and terms of the joint
venture agreement entered into with PEP PAD LLC in October of
2004.
Disclose how you are accounting for the 50/50 joint venture with
PEP
PAD LLC.  Indicate how the rights assigned in the SDK software
license were valued. Tell us why you will not be consolidating
this
joint venture.  Your response should address FIN 46R.

13. We note your response to our prior comment 13.  Revise to
disclose the terms of the October 2004 arrangement with Phil
Simms.
Tell us how the 20,000 shares of restricted stock issued to Phil
Simms were valued and disclose the amount of the expense
recognized.

Exhibits

14. We reissue our prior comment 24.  Please file as exhibits to
the
registration statement, the license agreements regarding
Anidragon,
"Fear Factor" and "NextAction Star."  Additionally, please file
the
agreements with Gaylord Sports Management Group, LLC, under which
you
have secured licenses regarding your golf products; the agreement
with PEPAD, LLC; the agreement with Phil Simms; and the hardware
platform licenses with Sony, Sega, Microsoft and Nintendo.

*	*	*	*	*

      As appropriate, please amend your filing in response to
these
comments.  You must submit a copy of the filing with the amendment
that is marked in accordance with Item 310 of Regulation S-T.  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.  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 direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.  We will consider a written request for
acceleration
of the effective date of the registration statement as a
confirmation
of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and
the
Securities Exchange Act of 1934 as they relate to the proposed
public
offering of the securities specified in the above registration
statement.

	You may contact Marc Thomas at (202) 942-1792 or Stephen
Krikorian at (202) 942-2959 if you have questions or comments on
the
financial statements and related matters.  Please contact Sara
Kalin
at (202) 942-2986, or Tangela Richter, at (202) 942-1837, with any
other questions.  If you need further assistance, you may contact
me
at (202) 942-1800.

							Sincerely,

							Barbara Jacobs
							Assistant Director

CC:	Via Facsimile
	Mr. Gregory R. Hall, Esq.
	Squire, Sanders & Dempsey L.L.P.
	Two Renaissance Square
	40 North Central Avenue, Suite 2700
	Phoenix, AZ 85004-4498
	Telephone:  (602) 528-4000
	Facsimile:   (602) 253-8129

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Mr. John Ward
February 9, 2005
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