May 4, 2005



Griffin Jones
Treasurer, CEO, Principal Accounting
Officer, Treasurer and Director
Alternet Systems, Inc.
#610-815 West Hastings Street
Vancouver, BC  V6C 1B4

RE:	Alternet Systems, Inc.
	Form 10-KSB for fiscal year ended December 31, 2004
	File No. 000-31909


Dear Mr. Jones:

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited the scope of
our review to the Independent Auditors` Report.  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.


Form 10-K: For the year ended December 31, 2004

Independent Auditors` Report

1. We note that your audit report was signed by an audit firm
based
in Vancouver, Canada.  Please tell us how you concluded that it is
appropriate to have an audit report issued by an auditor licensed
outside of the United States. In accordance with Article 2 of
Regulation S-X, we believe that the audit report of a registrant
(that is not a foreign private issuer) should ordinarily be
rendered
by an auditor licensed in the United States.  Further guidance may
be
found in Section 5.K of "International Reporting and Disclosure
Issues in the Division of Corporation Finance"on the Commission`s
website at:
http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm
#P4
42_69217.  Please tell us (1) where the majority of your revenues
are
earned, (2) where the majority of your assets are located, (3)
where
your management and accounting records are located and (4) where
the
majority of the audit work is conducted.  We may have further
comments.

       As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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 filing;

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

	You may contact April Coleman at (202) 551-3458 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 or me at (202)
551-3226 if you have questions regarding these comments.

Very truly yours,



      Craig Wilson
							Senior Assistant Chief
Accountant
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Alternet Systems, Inc.
May 4, 2005
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