Mail Stop 3720

      							March 23, 2006


Mr. Theodore M. Smartwood
President
Digital Imaging Resources Inc.
355 Madison Avenue
Morristown, NJ 07960

	Re:	Digital Imaging Resources Inc.
      Form 10-KSB for Fiscal Year Ended September 30, 2005
      Filed January 27, 2006

      Form 10-QSB for Fiscal Quarter Ended December 31, 2005
		File No. 0-10176

Dear Mr. Smartwood:

      We have reviewed your filing 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 documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comments
are 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 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
Item 6. Management`s Discussion and Analysis
Liquidity and Capital Resources, page 8

1. It is unclear to us how the reduction of debt and the
capitalization of interest costs cited in the third paragraph of
page
9 provide net cash.  Please revise to clarify.

2. Provide detailed, updated disclosure in MD&A of the facts and
circumstances concerning the planned sale of the Registrant to
Vianet
Direct, Inc.  In this disclosure you should describe (a) the
nature
and value of the consideration to be received by a holder of a
share
of your common stock, if any; (b) the value of the consideration
to
be received by Digital Imaging Resources, Inc.; (c) the
anticipated
timing of the merger, if known; (d) any significant uncertainties;
and (e) what must transpire in order for the merger to be
consummated.  Provide similar disclosure on page S-18.  Also,
clarify
your statement on page S-18 that "shareholders will own
approximately
20% of the merged company`s common stock on a fully diluted
basis."
Will your shareholder`s receive Vianet Direct Inc. common stock or
will they remain as minority shareholders in the merged company?

Financial Statements
Consolidated Statements of Operations, S-4

3. The paragraph bridging pages S-16 and S-17 indicates that debt-
holders converted Digital Imaging convertible notes into 5,080,787
common shares at the same time that the fourth paragraph of page
S-15
indicates that interest accrued on those notes was "waived and
cancelled".  Explain to us how you accounted for this conversion
and
interest cancellation.  How did you determine the fair value of
the
common shares issued?   Explain your calculation of the $229,450
of
income due to the waiver and your calculation of the interest on
these notes.  Describe the conversion terms of the cancelled
notes.
Refer to all pertinent authoritative accounting literature in your
response.

4. Revise your presentation of EPS on page S-4 to reflect the dual
presentation of basic and diluted earnings per share as required
by
paragraph 36 of SFAS 128.

5. Net income of $329,344 reported for the year ended September
30,
2004 on page S-4 does not agree with the $91,918 net income for
that
same period reported on pages S-5 and S-6.  Please restate your
financial statements for September 30, 2004 to reconcile these
amounts.


Consolidated Statements of Stockholders` Equity, page S-5

6. Refer to the "reverse stock split 1:20" line item on page S-5.
Revise to give retro-active effect to this capital change through
out
this Form 10-KSB document.  We refer you to paragraph 54 of SFAS
No.
128.

7. Please reconcile the values credited to stockholders equity for
the Berk debt reduction and the conversion of convertible notes to
the comparable non-cash transaction disclosure on page S-7 for the
year ended September 30, 2005.

8. We note that your balance sheet, on page S-2, reports a nominal
investment in marketable securities which appears to be unchanged
for
the last two years.  Give us an analysis, reconciling your
investment
in marketable securities to you amounts reported as "other
comprehensive loss" on page S-5.   Refer also to paragraph 16 of
SFAS
115 and tell about your consideration of whether or not remaining
available for sale marketable equity securities reflect a decline
in
fair value that is other than temporary.

Consolidated Statements of Cash Flows, page S-6

9. See paragraph 17c of SFAS 95 and confirm that you made cash
expenditures for furniture, fixtures and equipment, as reflected
in
your investing cash flow section on page S-6, in amounts that
equal
the amounts of depreciation and amortization for each period as
reported in your operating activities cash flow reconciliation on
the
same page.  Otherwise, please revise.

10. Explain to us why the financing cash flows section on page S-6
for the year ended September 30, 2005 reflects a $229,450 use of
cash
for reduction of debt-waiver of interest on convertible notes.
This
line item appears to be a non-cash item.  Otherwise, please
revise.

Note 1. Summary of Significant Accounting Policies
Revenue Recognition, page S-8

11. Explain to us all of the terms of your marketing arrangement
with
U.S. Pro Golf Tour and tell us how you accounted for it.   You
should
specifically address in your response each item in the arrangement
including the USPGT Pro-Am Title sponsorship; the sale of the two
SwingStations Systems and the option for a third; media exposure
in
the greater Atlanta, GA area; the 50 thirty second commercials;
the
in broadcast segment; the 500,000 shares of Digital Imaging common
stock; and the commitment to purchase future advertising for
stock.
Tell us if you received cash for the SwingStations Systems.
Explain
to us your consideration of the guidance in EITF 99-17 and any
other
pertinent authoritative accounting literature.

7. Debt, page S-14

12. Tell us how you applied the guidance of paragraph 19 of SFAS
15
to the Berkowitz Wolfman debt restructuring disclosed in the third
paragraph of page S-15.  Describe for us how you determined the
value
of the common shares issued in this transaction and revise note 7
to
include the disclosures required by paragraphs 25 and 26 of SFAS
15.




*    *    *    *




      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.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.

      You may contact Joseph M. Kempf, Senior Staff Accountant, at
(202) 551-3352 or Robert S. Littlepage, Accountant Branch Chief,
at
(202) 551-3361 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
551-3810 with any other questions.



								Sincerely,



								Larry Spirgel
								Assistant Director



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Mr. Theodore M. Smartwood
President
Digital Imaging Resources Inc.
March 23, 2006
Page 5