Mail Stop 3561
							July 21, 2005


Mr. Dennis Robinson
Treasurer and Chief Financial Officer
Avani International Group Inc.
#328-17 Fawcett Road
Coquitlan, B.C., Canada, V3K 6V2

		RE:	Avani International Group Inc.
			Form 10-KSB for Fiscal Year Ended December 31, 2004
			Filed April 15, 2005
			Form 10-QSB/A for Quarterly Period Ended March 31,
2005
			File No. 001-14415

Dear Mr. Robinson:

	We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
disclosures 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 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
filings.
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.

Form 10-KSB for Fiscal Year Ended December 31, 2004

Item 5. Market for Common Equity and Related Stockholder Matters,
page 15

1. Please revise to disclose the approximate number of holders of
record of your common equity.  Refer to Item 201(b) of Regulation
S-
B.

Item 8A. Controls and Procedures, page 29

2. Please revise your disclosure regarding changes to internal
controls over financial reporting to identify "any changes," not
just
"significant" changes, which have materially affected, or are
reasonably likely to materially affect, your internal controls
over
financial reporting.  See Item 308(c) of Regulation S-B.    Please
also make conforming revisions to your Form 10-QSB/A for the
period
ended March 31, 2005.

Financial Statements, page 45

General

3. Please tell us in detail how you determined that Avani 02 is a
variable interest entity subject to consolidation according to the
provisions of FIN 46(R).  Please ensure your response makes
reference
to the specific condition in paragraph 5 of FIN 46(R) which is
satisfied and thus makes Avani 02 a variable interest entity.  It
would also be helpful if your response addresses in detail the
capitalization/equity structure of Avani 02.  With respect to the
conditions in paragraph 5 of FIN 46(R), we note that the ongoing
disputes between you and Avani 02 call into question your ability
to
control this entity, notwithstanding the fact that you have the
ability to appoint two of the three directors on Avani 02`s Board
of
Directors. You may want to address this in your response as well.

Report of Independent Registered Accounting Firm, page F-3

4. We note that in opining on your financial statements, your
principal auditors, BDO Dunwoody LLP, relied in part on the audit
report of E.S. Lim & Co.  However, it appears that the audit
report
on which your principal auditor relied is dated after the report
date
of the principal auditors` report.  Please tell us how you plan to
have your auditors revise their respective reports to remedy this
apparent deficiency in your principal auditors` opinion.

5. Please have your independent accountants revise their report to
make reference in the scope paragraph to the other auditors with
whom
responsibility for the audit has been divided.  For example, they
should state in the last sentence of the scope paragraph, "[w]e
believe that our audits and the report of the other auditors
provides
a reasonable basis for our opinion." Refer to paragraph 7 of AU
Section 543 of the codification of Statements of Auditing
Standards.

Consolidated Statements of Operations and Comprehensive Loss, page
F-
6

6. It appears that the line items captioned "loss on disposal of
assets" and "foreign exchange gain (loss)" represent operating
items
that should be classified within earnings/loss from operations.
In
this regard, please note that absent compelling evidence that
these
items are unrelated to transactions made during the ordinary
course
of your operations, we believe that the gains and losses should be
classified in operating income.  Please revise your statements of
operations accordingly or otherwise advise us as to why you
believe
your classification of these items as non-operating is
appropriate.

Consolidated Statements of Cash Flows, page F-8

7. With a view towards enhancing your disclosures, please tell us
how
the beginning of the year cash and cash equivalents balance for
Avani
O2 is treated in the statements of cash flows.  Also indicate why
you
believe this treatment is consistent with GAAP and SFAS 95.

Notes to Consolidated Financial Statements

Summary of Significant Accounting Policies

Revenue Recognition, page F-10

8. Please disclose your policy for recognizing income from
unclaimed
security deposits.   We note that such income was material to your
operating results in fiscal 2004.

Note 16. Major Customer, page 46

9. We note that approximately 88% of your accounts receivable
outstanding are due from one Malaysian customer.  Based on your
disclosure of the annual sales to this customer and the balance in
accounts receivable from this customer, it appears that a
substantial
portion of this receivable balance may have been outstanding for a
long time.  Accordingly, please tell us and revise your discussion
of
liquidity in MD&A to discuss this customer`s payment terms and how
this large receivable balance was considered in arriving at your
allowance for doubtful accounts as of the balance sheet date.
Please
also ensure we understand how your lack of an allowance against
this
receivable is consistent with your various statements throughout
the
Form 10-KSB which call into question the realizability of the
receivable.  For example, we note your disclosure on page 27 that
you
have had to set up a payment plan with the customer to try to
collect
the balance.  We also note that in your discussion of liquidity
and
capital resources on page 23, you allude to the fact that this
receivable may not be collectable.   Lastly, please confirm that
Avani O2 does not provide payment terms that allow its customers
to
defer payment until sale of the products by the customers.

Exhibit 31.1

10. Please revise your certifications to read exactly as set forth
in
Item 601 of Regulation S-B.  Please similarly amend your Form 10-
QSB/A for the period ending March 31, 2005.  Please ensure you
file
the entire Forms 10-KSB and 10-QSB/A in the amended documents, and
not just the amended certifications.

Form 10-QSB/A for Quarterly Period Ended March 31, 2005

General

11. Please ensure your amended Forms 10-KSB and 10-QSB/A include
an
explanatory note at the front of the documents which explain the
nature of the revisions to the documents.  In this regard, we note
that it is unclear why your Form 10-QSB for the period ended March
31, 2005 was amended on May 23, 2005.

12. Please address the Form 10-KSB comments above in your amended
Form 10-QSB/A, as applicable.

Item 2. Management`s Discussion and Analysis

Results of Operations

Three Months Ended March 31, 2005 compared with Three Months Ended
March 31, 2004

Item 3. Effectiveness of the Registrant`s Disclosure Controls and
Procedures

13. Disclosure controls and procedures are defined in Rules 13a-
15(e)
or 15d-15(e) under the Securities Exchange Act of 1934, not Rule
13a-
14(c).  Please revise your filing accordingly.

14. Please revise your disclosure to provide an unqualified
conclusion as to whether your disclosure controls and procedures
were
effective as of the end of the period covered by the report.  Your
current disclosure that your disclosure controls and procedures
"have
functioned effectively" is ambiguous in this regard.

15. Your principal executive and financial officers only concluded
that your disclosure controls and procedures were effective "so as
to
provide those officers the information necessary whether . . ."
Please revise to state whether the same officers concluded the
controls and procedures were effective in 1) timely alerting them
to
material information relating to the Company required to be
included
in the Company`s periodic filings under the Exchange Act; and 2)
ensuring that information required to be disclosed by an issuer in
the reports that it files or submits under the Act is accumulated
and
communicated to the issuer`s management, including its principal
executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions
regarding
required disclosure.  See Exchange Act Rule 13a-15(e).

	Please respond to these comments within 10 business days or
tell
us when you will provide us with a response.  Please furnish a
letter
that keys your responses to our comments and provides any
requested
information.  Please understand that we may have additional
comments
after reviewing your responses to our comments.  Please file your
response letter on EDGAR as a correspondence file.

	 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 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 filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings
or
in response to our comments on your filings.

	If you have any questions regarding these comments, please
direct them to Adam Phippen, Staff Accountant, at (202) 551-3336.
In
his absence, direct your questions to Robyn Manuel at (202) 551-
3823.
Any other questions may be directed to me at (202) 551-3843.

								Sincerely,



								George F. Ohsiek, Jr.
								Branch Chief

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Mr. Dennis Robinson
Avani International Group Inc.
July 21, 2005
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