SecProbe.io

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Mail Stop 3561

								November 4, 2005

Peter H. Engel, CEO
Affinity Media International Corp.
11601 Wilshire Blvd., Ste. 1500
Los Angeles, CA 90025

      Re:	Affinity Media International Corp.
		Registration Statement on Form S-1
		Filed September 30, 2005
      File No. 333-128707

Dear Mr. Engel:

      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 tell us the factors you considered in determining to
value
this offering at $20,000,000.  What factors did you consider when
determining that you might need $17,400,000 in the trust fund to
effect the business combination contemplated by the registration
statement?  It does not appear to the staff as though the
determination to value the offering at this amount is an arbitrary
decision and we would like to know the specific factors and
motivations behind the valuation.  This includes the time period
before the company`s corporate existence was established in August
of
2005 and encompasses any and all evaluations and/or discussions
that
may have taken place prior to the involvement of the principals
with
the formal entity of Affinity Media International Corp.  Given
management`s extensive and high-level experience effecting
acquisitions, the precise nature of their knowledge about their
ability to effect a combination with a company whose fair market
value is equal to at least 80% of the company`s net assets may be
material information for which appropriate disclosure is required.
We may have further comment.

2. We note the structure of this offering and its similarity to
numerous blank check offerings underwritten on a firm commitment
basis that recently have been registered with the Commission.
With a
view toward disclosure, identify for us supplementally the names
of
the companies that have registered or are seeking to register
blank
check offerings underwritten on a firm commitment basis in which
an
officer, director, affiliate, underwriter or attorney of the
registrant have been involved; the Securities Act Form the
companies`
filed on; if applicable, the date of effectiveness; and the status
of
the offering thus far.  In this regard, tell us the amount
escrowed
to date and whether the blank checks have engaged in the desired
business combination outlined in the prospectus.  To assist the
staff
in this regard, please present the information in a tabular
format.
We may have further comment.

3. Provide disclosure with respect to the conversion rights to
discuss the relative benefits and financial advantages to
utilization
of such feature between the existing stockholders and the public
stockholders.  This disclosure should include, in part, an
analysis
and comparison of the financial consequences of the exercise of
the
conversion right when exercised by an existing stockholder as
compared to a public stockholder.  In this context we note that:
(i)
the existing stockholders are allowed, and may make purchases of
shares in both the offering and in the open market subsequent to
the
offering; (ii) there appears to be a disincentive for public
stockholders to exercise their conversion rights due to the fact
that
the amount available to such stockholders (approximately $6.96 per
share) is virtually certain to be less than the purchase price
paid
for the unit in the offering ($8.00); and (iii) there does not
appear
to be a corresponding disincentive for existing stockholders to
exercise their redemption rights since their existing shares have
an
effective purchase price of $0.04 per share and thus even after
paying the offering price and/or market price for the other shares
acquired after the date of the prospectus, the effective cost to
the
existing stockholders of their shares will be significantly less
that
the conversion price of approximately $6.96 per share.  Similar
disclosure should be provided, as applicable, with respect to the
shares held by the Underwriters.  We may have further comment.

4. Provide disclosure in a prominent place in the prospectus
detailing the various fees, reimbursements and other cash flows
being
paid or eligible to be paid to the existing stockholders and/or
officers, directors and the special advisor in this offering.
Such
cash flows should be identified by type or source of cash flow, as
well as the amount, if known.  We may have further comment.

5. Further discuss in an appropriate place the company`s
expectation
as to whether the current management and directors will remain
associated with the company after the consummation of the business
combination.  Detail how the company intends to accomplish this,
referencing the necessary transaction structure, valuation
determinations, exchange ratios, and other contingencies which
must
be addressed and structured so as to ensure that the company`s
management and/or directors will be able to maintain their
positions
with the company post-business combination.

6. Please clarify throughout that there is no limitation on your
ability to raise funds privately or through loans that would allow
you to acquire a company with a fair market value in any amount
greater than 80% of your net assets at the time of acquisition.
Disclose as well whether any such financing arrangements have been
entered into or contemplated with any third parties to raise such
additional funds through the sale of securities or otherwise.

7. Please address the applicability or inapplicability of
Regulation
M in the context of the warrant purchase agreements contained
within
your registration statement.

8. We note the contingent nature of part of the underwriters`
compensation.  In light of Regulation M, please include disclosure
in
the registration statement regarding when the distribution ends.
This disclosure may relate to when all of the shares have been
sold,
there are no more selling efforts, there is no more stabilization
or
the overallotment has been exercised.  Note that disclosure merely
stating that the distribution ends at the closing of the IPO is
insufficient.

9. We note the statement on page 35 that "[a]dditionally, we may
decide to acquire a minority interest or interests in one or
several
operating businesses."  Please note that we have referred your
registration statement to the Division of Investment Management.
We
may have further comments.

10. Please furnish supplementally a statement as to whether or not
the amount of compensation to be allowed or paid to the
underwriters
has been cleared with the NASD.  Prior to the effectiveness of
this
registration statement, the staff requests that we be provided
with a
copy of the letter informing that the NASD has no objections.

11. Prior to effectiveness please provide an update with respect
to
those states in which the offering will be conducted.

12. Please tell us the reason the Rule 434 box was checked on the
registration statement cover and advise us of the prospectus
delivery
intentions of the company concerning the rule.  If a term sheet is
to
be used, please furnish a copy.

13. We note that the registration statement covers "such
indeterminable additional securities as may be issued as a result
of
the anti-dilution provisions contained in the Warrants.  Please
revise the disclosure to state that the indeterminate number of
additional shares of common stock shall be issuable pursuant to
Rule
416 to prevent dilution resulting from stock splits, stock
dividends
or similar transactions.

14. Provide disclosure in appropriate places in the prospectus
regarding the potential conflicts of interest resulting from both
the
agreement to pay Messrs. Arthur and Jaffe $100,000 each as
directors`
fees and the agreement to issue stock options to each.

Cover page of Prospectus

15. Please revise the second paragraph to indicate the offering
price
per unit.

Table of Contents

16. In light of the Rule 415 undertakings in Part II of the
registration statement, please revise or remove the statement
"[t]he
information contained in this prospectus is accurate only as of
the
date of this prospectus."

Prospectus Summary, page 1

17. Please disclose whether the company will only consider
entering
into a business combination with U.S. companies.

18. Please disclose the name of the article or report that
includes
the information by the Association of American Publishers.  Please
also provide us a copy of this article or report and advise us as
to
whether it is publicly available.  We also note that the report by
Book Industry Study Group described in the prospectus does not
appear
to be available to the public without charge.  As required by
Section
7 of the Securities Act and Rule 436 of Regulation C, please file
Book Industry Study Group`s consent to their reference in the
prospectus.

19. We note the statement that "we believe we have extensive
contacts
and sources from which to generate acquisition opportunities."
Please describe whether any of these sources have presented or
identified potential targets to any officers, directors or the
special advisor of the company.

20. We note your disclosure that the components of your units will
begin trading separately 90 days after the effectiveness of this
registration statement "unless Maxim Group LLC determines that an
earlier date is acceptable."  Please revise to discuss the factors
that the underwriter will consider in making the determination to
allow earlier separate trading.  If the underwriter decides to
allow
separate trading before the end of 90 days, discuss how investors
will become aware of the acceleration.

21. Disclose here, and elsewhere as appropriate, whether the
redemption of the warrants by the company would include the
warrants
held by Maxim Group LLC as a result of the exercise of the
Underwriter`s option.  Alternatively, if such warrants are not
included, discuss the reasons why such warrants are not included.
In
addition, discuss whether Maxim Group has the right to consent
before
the company can exercise their redemption right and if so, discuss
the conflicts of interest that result from such right.

22. In the discussion of the management warrant purchase on page
4,
and elsewhere as appropriate, discuss the potential conflicts of
interest and Regulation M issues which arise from the ability of
Maxim to sell the warrants they purchase prior to the consummation
of
a  business combination.

Summary Financial data, page 7

23. It appears to us that the working capital reported under the
"as
adjusted" column should be revised to $18,055,000.  Please revise
or
advise.

Risk Factors, page 8

24. If applicable, please include risk factors discussing possible
risks of acquiring a foreign company.  These risks may include
exchange controls that affect the import or export of capital or
remittance of dividends and withholding tax issues.

Risks Associated with the Publishing Industry, page 19

25. You should present as risk factors only those factors that
represent a material risk to investors in this offering.  Do not
include risk factors that could apply to any issuer or to any
other
offering.  Many of your risk factors fit into this category and
you
should revise, delete or remove them.  Please see risk factors 2,
3,
7, 10 and 13 under this subsection.  Each factor must explain how
it
applies to your company or your offering.

26. Please revise the subheading to risk factor 15 to state the
material risk to potential investors.  In this regard, your
headings
should disclose the consequences to the investor or to the
company,
should the risk materialize.  Please revise the subheading to
succinctly state the risk.

Use of Proceeds, page 24

27. Please add a line in the use of proceeds table indicating the
total of the noted offering expenses.

28. In the use of proceeds table, in the use of net proceeds not
held
in trust, we note the line item of $200,000 for "[l]egal,
accounting,
and other expenses attendant to the due diligence investigations,
structuring and negotiations of a business combination."  We also
note another line item of $200,000 allocated to due diligence and
a
line item of working capital and reserves in the amount of
$45,000.
Please explain why there are two separate amounts for due
diligence.
Please explain which line item would be allocated to pay
directors,
officers and special advisors for reimbursement of their out-of-
pocket expenses for due diligence.  Please clearly indicate
whether
any of the reimbursements to directors, officers and/or existing
stockholders for out-of-pocket expenses will be for their payments
to
third parties for third parties` performance of due diligence.
Please reconcile theses expenses with the disclosure in the MD&A
section.

29. Please discuss all possible uses of the proceeds held in trust
if
such funds are released to the company.  Please include any
finder`s
fees and expenses that may be in addition to those expenses to be
paid from the net proceeds not held in trust.  Please reconcile
this
disclosure with the disclosure in the MD&A section.

30. Please clarify which line items in the use of proceeds table
the
reimbursements will be paid from and the possible finder`s fee.

Dilution, page 28

31. Please round per share amounts, here and throughout your
registration statement, to the nearest penny, or NIL, if
applicable.

32. Please provide a table showing the components of the
denominator
and numerator of the pro forma book value per share calculation.

Management`s Discussion and Financial Analysis, page 30

33. We note the statement "[w]e will use substantially all of the
net
proceeds of this offering to acquire a target business...including
identifying and evaluating prospective acquisition candidates,
selecting the target business, and structuring, negotiating and
consummating the business combination."  Please discuss whether or
not these expenses will be paid from the proceeds held in trust.
Please explain these expenses in more detail.  It may be helpful
to
explain in greater detail the expected use of the proceeds held in
trust.

Proposed Business, page 32

34. Please revise the business section to discuss in detail how
management intends to carry out its duty of seeking a target
business.

Overview, page 32

35. Please describe the "related industries."

36. Please explain the statement "since our management believes
that
books and other forms of media often exert considerable influence
on
consumer product acceptance, we may acquire interests in companies
likely to benefit form the influence of our publications."

37. Please provide a reasonable basis for the statement "[o]ur
management, board of directors and advisors...are also broadly
experienced in many of the consumer goods marketing techniques
applicable to publishing and related industries."

Source of target businesses, page 35

38. We note the disclosure that unaffiliated sources will inform
you
of potential target businesses and that such information will be
either "solicited or unsolicited."  Please revise to discuss how
you
will solicit proposals and how unsolicited pa