Mail Stop 3561

							July 22, 2005


Greg Paxton
Interim Chief Executive Officer
23011 Moultan Parkway, Suite A-10
Laguna Hills, CA  92653


	RE:	Aqua Dyne, Inc.
		Item 4.01 Form 8-K filed July 21, 2005
		File No. 0-32863


Dear Mr. Paxton:

          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 comments are inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.

          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 contact us at the telephone numbers
listed
at the end of this letter.

1. Since the dismissal of Mendoza and the engagement of Vasquez
are
two separate events, please consider revising your filing to
report
these matters in separate paragraphs.  In any case, please revise
to
state the date Mendoza of the event and to disclose whether
Mendoza
was dismissed, resigned or declined to stand for re-election.  See
Item 304(a)(i) of Regulation S-B.  If Mendoza was dismissed,
please
revise to clarify that the Board approved the action.

2. Your former auditors have indicated that their reports were
modified.  Please revise the filing to disclose the report
modification.  See Item 304(a)(ii) of Regulation S-B.





Greg Paxton
Aqua Dyne, Inc.
July 22, 2005
Page 2

3. Please revise to state that there were no disagreements with
Mendoza during the two most recent fiscal years and the subsequent
interim period through July 20, 2005, if true.
4. We are unclear what you mean by past disagreements.  If there
are
any current disagreements please revise to fully disclose the
details
of any such matters.  If there have never been any disagreements
during the two most recent fiscal years or interim period through
July 20, 2005, please revise to delete the term "past."
5. Please revise to disclose the date the Board approved the
appointment of the new auditor.

      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
disclosures 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 this action 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 connection with our review of
your
filing or in response to our comments on your filing.

	The amendments requested above should be filed within five
business days from the date of this letter or we should be advised
by
that date when they will be filed.  Please file your response to
these comments as an EDGAR correspondence file at the same time as
you file the Form 8-K/A.  Any questions regarding the above should
be
directed to Robert Burnett at (202) 551-3330, or in his absence,
to
Robert Benton at (202) 551-3804.

							Sincerely,



							Michael Moran
						            Branch Chief

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