October 14, 2005
Mail Stop 7010
By U.S. Mail and facsimile to (949) 234-1998
Carl Palmer
President and Chief Executive Officer
Seychelle Environmental Technologies, Inc.
33012 Calle Perfecto
San Juan Capistrano, California 92675
Re: Seychelle Environmental Technologies, Inc.
Form 10-SB
Filed September 19, 2005
File No. 000-29373
Dear Mr. Palmer:
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 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.
General
1. Please note that the Form 10-SB goes effective by lapse of time
60
days after the registration statement was filed pursuant to
Exchange
Act Section 12(g)(1). If our comments are not addressed within
this
60 day time period, you should withdraw the Form 10-SB prior to
effectiveness and refile a new Form 10-SB that includes changes
responsive to our comments.
2. As you are aware, your registration under Section 12(g) of the
Securities Exchange Act of 1934 is voluntary and following
registration you will be required to file periodic reports with
the
SEC under Section 13(a) of the Exchange Act. Once the
registration
statement is effective, the only way to discontinue your reporting
obligations without violating federal securities laws will be to
deregister the securities by filing Form 15 under Exchange Act
Rule
12g-4.
3. Some of our comments may require restatement of your financial
statements. Restatement of your financial statements would
require
that you:
* Comply with paragraphs 13, 36 & 37 of APB 20 related to the
correction of an error in previously issued financial statements.
* Obtain a revised auditor`s report consistent with AU 420.11
containing an explanatory paragraph.
* Label the financial statements as restated.
4. The financial statements in your next amendment should be
updated
to comply with Rule 310(g) of Regulation S-B. We note reference
to
various dates in your document, including February 28, 2005, and
May
31, 2005.
5. Please also include a currently dated consent from your
independent public accountant in the amendment.
Cover Page
6. Please revise the cover page and throughout the filing to
reflect
that this filing is made on Form 10-SB.
Special Note Regarding Forward-Looking Statements, page 1
7. Delete reference to Section 27A of the Securities Act and the
Private Securities Litigation Reform Act of 1995. The safe harbor
of
the PSLRA excludes statements made by the issuers of penny stock
from
its safe harbor provisions. Refer to Section 21E of the
Securities
Exchange Act of 1934.
Description of the Business, page 1
Business of Seychelle, page 2
8. The last sentence of the first paragraph of this section refers
to
a "problem" that appears to relate to the asserted deterioration
of
the quality of water. Please revise this sentence to clarify what
effect, if any, the water content of the human body has on your
mission. Revise as necessary.
9. Please state the basis for your factual and comparative
statements
here and throughout your document regarding the size of your
operations, your market share, and the growth of demand within
your
industry. In addition, provide us supplementally with independent
support for these statements and tell us whether this information
is
available publicly. Examples of statements for which support
should
be provided in your registration statement and supplementally
include:
* "The global water market is estimated to be in excess of $420
billion annually . . . ."
* "Per capita bottle water consumption in Mexico is 42 gallons a
year
.. . . ."
* "No other water filtration system can achieve this level of
removal
of up to 99.8% of all known pollutants and contaminants . . . ."
10. Please delete reference to the market shares of major bottled
water marketers. As you do not appear to be engaged in the sale
or
distribution of bottled water, this information may be confusing
to
investors.
General Business Plan, page 3
11. Please revise here and throughout your document, as necessary,
to
remove undefined acronyms as well as company and industry jargon.
For instance, you should define "PSI," "ANSI," "NSF," and state
what
comprises "the four major areas of concern."
12. Please clarify your statement that the company is an
accumulation
of over 35 years of innovation. It appears that the company has
been
in existence for less than 10 years.
New Products, page 4
13. Please disclose when you acquired the rights of Enviro(3) Care
Incorporation and when the licensing agreement with Aqua Gear USA
was
signed.
Manufacturing, page 4
14. Please revise your disclosure to clarify whether you intend to
maintain two production facilities or whether you intend to
produce
all of your portable filtration products in China. In addition,
please tell us what consideration you have given to filing your
agreement with Heibei R.O. Environmental Technologies as an
exhibit
to your registration statement. If you do not believe this
contract
is material to your business, please explain why supplementally.
Raw Materials, page 5
15. Please clarify the meaning of "proprietary media" and how they
are used in the production of your products.
Customers and Competition, page 5
16. Expand your discussion under this heading to discuss
competitive
conditions within your industry, your position within the
industry,
the geographic and product markets in which you compete, and the
methods by which you compete with those similarly involved in your
industry.
17. Disclose whether you are dependent on one or a few major
customers, and if so, please identify them. We note disclosure in
the footnotes to the financial statements that three unidentified
customers have represented a large portion of your sales in the
past
two fiscal years.
Backlog, page 5
18. Please disclose what portion of the backlog you expect to fill
within the current fiscal year and provide the backlog as of a
comparable date in the preceding year.
Proprietary Information and Technology, page 5
19. Please disclose the expiration dates for your material
patents.
Risk Factors Related to Our Business, page 6
Limited Profitability, page 7
20. Please revise this heading, as well as statements that you
"may
not continue to generate sufficient revenues" and "may not
continue
to generate a positive cash flow or maintain profitability," as
these
statements convey the impression that your present operations
generate sufficient revenue and cash flow and that you are
profitable.
Inherently Risky-Competition, page 7
21. We note your statement that you "are subject to the risks that
are common with under-capitalized companies." Please include a
separate risk factor discussing your under-capitalization as well
as
the risks attendant to such under-capitalization.
Need for Additional Financing, page 7
22. This risk factor purports to address your need for additional
financing, but concludes that you do not foresee the need for
additional funding for the balance of the current fiscal year.
Please revise the heading or body of this risk factor to clearly
convey a risk applicable to you or your investors.
Potential Inability to Conduct Successful Operations, page 8
23. This risk factor contains vague generalities such as your
statement that "operations may be affected by many factors . . ."
and
that "these problems . . . could have a materially adverse effect
on
[y]our viability as an entity . . . ." Please ensure that each
risk
factor describes a specific material risk, rather than a statement
of
facts that does not clearly explain why the factor is a
particular,
concrete, risk to you or investors. Risks that could apply to any
company or that are themselves speculative are vague and should be
revised to make them more specific to your company.
Management`s Discussion & Analysis-Plan of Operation, page 9
24. Please disclose when you consolidated your business with
Nikken
and whether you achieved increased sales as a result.
25. Please supplementally tell us why you believe sales have
"stabilized," when it appears that there was a precipitous 76%
drop
in revenues between 2002 and 2004, and that revenues declined an
additional 27% between the fiscal year ended February 29, 2004 and
February 28, 2005. We may have additional comment upon review of
your response.
Plan of Operation, page 10
26. As you have had revenues from operations in each of the last
two
fiscal years, you should only provide information as required by
Item
303 (b) and (c) of Regulation S-B and not Item 303 (a). Please
delete your plan of operation section and include any applicable
information in your management`s discussion and analysis of
financial
condition and results of operations.
Results of Operations, page 11
27. Significantly expand your discussion of results of operations.
You should explain material variances in your operations as well
as
the business reasons for the variances. Each business reason you
identify as contributing to a change between periods should be
individually quantified where practicable. For example, your
discussion should include, but not be limited to, a discussion of
the
reasons why sales decreased by approximately 27% in fiscal 2005.
Your
discussion should cover material changes in any line item on your
statement of operations for each of the last two fiscal years as
well
as the interim periods covered in your interim financial
statements.
See Regulation S-B, Item 303(b)(1), (2). Your disclosure in
response
to this comment should supersede your current disclosure under the
heading Causes for any material changes from period to period on
page
11.
28. Revise this section to provide all other information required
by
paragraph (b) to Item 303 of Regulation S-K, including discussion
and
analysis of the results of operations, as discussed in the
preceding
comment, for each of the past two fiscal years.
29. In your discussion of known trends that are expected to have a
material impact on revenues you should analyze why there is a
trend
as well as the direction of the trend, rather than repeating
disclosure regarding results of operations. Refer to SEC
Interpretive Release 34-48960, Commission Guidance Regarding
Management`s Discussion and Analysis of Financial Condition and
Results of Operations (December 2003).
Liquidity and Capital Resources, page 11
30. We note that you require prepayment on sales orders. Please
expand this disclosure to discuss the related costs of fulfilling
such orders.
31. Please expand your disclosure with respect to the terms of
your
two lines of credit discussed in Note 12 of your audited financial
statements. Include a discussion of any limitations on borrowing
and
any material restrictive covenants, such as a restriction on the
payment of dividends.
32. On page 2 you state that the TAM Irrevocable Trust and Pacific
Financial have loaned you funds from 2001 to 2005 and continue to
finance your operations. Please clarify in your liquidity section
whether the TAM Irrevocable Trust, Pacific Financial, or any other
shareholders have agreed to provide additional funding in the
future.
33. Please disclose the estimated monthly amount of general
overhead
costs necessary to sustain your current operations.
34. We note your statement that you do not foresee the need for
additional funding for the year ending February 28, 2006. Please
revise this statement to state the period of time for which you
can
satisfy your cash requirements and state whether you will have to
raise additional funds in the next twelve months.
Trends that have or will likely impact revenues from continuing
operations, page 11
35. Please discuss the expected impact of patent expiration on
your
future revenues. If applicable, please also discuss any trends
affecting your reported revenues or that you consider likely to
have
an affect in the future. For example, it is unclear why "business
is
improving" and whether any underlying trends are affecting
reported
revenues.
36. Also, it is unclear why the small fluctuation in gross margin
for
the three months ended May 31, 2005 compared to the same period in
2004 is meaningful and what underlying trend contributed to it.
Expand your discussion to identify the products for which changes
in
demand have improved your gross margin. Your discussion should
specifically identify any trends you see as likely to have a
continued material impact on your gross margin or income.
Security Ownership of Certain Beneficial Owners and Management,
page
12
37. Revise your table to state whether it includes shares issuable
within 60 days. See Exchange Act Rule 13d-3.
Directors, Executive Officers, Promoters, and Control Persons . .
..,
page 13
38. Please revise this section to state the business experience of
Richard Parsons and James Place over the past five years. See
Regulation S-B, Item 401(a)(4).
39. Please disclose the positions held by Messrs. Parsons and
Place
during their tenures at the companies referenced in their
biographical information.
Executive Compensation, page 14
40. Revise your executive compensation table to reflect the
consulting agreements you entered into with two officers in
November
2004.
Certain Relationships and Related Transactions, page 15
41. Revise your disclosure on page 15 to name the officers with
whom
you entered into management consulting contracts in November 2004.
Similarly name the officer with whom you expanded the consulting
agreement in March 2005. You should also revise this section to
name
the companies related to an officer and Board member who advanced
you
funds in February 2004 and 2005, as well as the officer and Board
member. See Regulation S-B, Item 404(a).
42. File the consulting agreements, including the three March 29,
2005 revised consulting agreements, as well as the contracts or
notes
evidencing your February 2004 and 2005 advances, as exhibits to
this
registration statement. See Regulation S-B, Item 601(b)(10).
43. Revise your disclosure of the grant of 1,266,667 shares to Tam
Irrevocable Trust in exchange for discharge of indebtedness as
well
as your grant of 500,000 warrants to more clearly state the nature
of
the transactions. In addition, we note that the date of the sale
of
1,266,667 shares differs from that disclosed in the Unregistered
Sales of Securities section, and that the warrant grant is not
disclosed in Unregistered Sales of Securities. Please revise
Unregistered Sales of Securities to disclose the consideration you
received for these warrants. For shares issued in exchange for
discharge of indebtedness, you should discuss the material terms
of
that indebtedness. We may have additional comment upon review of
your response.
Part II
Principal Market or Markets, page 18
44. Please disclose why you filed a Form 15 in 2002.
Legal Proceedings, page 19
45. Revise your discussion of the suit by SafeWater Anywhere,
Inc.,
to provide a description of the facts, rather than legal theories,
underlying the proceedings. Please also update your disclosure to
state the current status of the litigation.
46. Please remove discussion of the suits brought by Douglas Copp
and
Letty Carcia, as they are no longer pending.
Recent Sales of Unregistered Securities, page 20
47. Revise this section to provide the information required by
Item
701 of Regulation S-B for all securities that you have sold within
the past three years without registering them under the Securities
Act. You may remove disclosure of sales that took place more than
three years ago. In addition to providing the date, title, and
amount of securities sold, you must state the section of the
Securities Act or rule of the Commission under which you claimed
exemption from registration, as well as the facts relied upon to
make
the exemption available. These disclosures must also state the
name
of the individual or entity that purchased the securities. Refer
to
Item 701 of Regulation S-B.
Audited Financial Statements
Statements of Operations, page 26
48. In light of the materiality of your expense with related
parties,
including interest expense, please show such amounts on a separate
line in your statements of operations.
49. We note from your statements of cash flow that you had a
provision for slow moving inventory of $162,700 in the year ended
February 28, 2005. Such amounts should be included in cost of
sales
which only amounted to $155,113 for the year ended February 28,
2005.
Please restate your financial statements to reflect the charge in
costs of sales.
50. We note your provision for income taxes of $1,600 in each of
the
fiscal years ended 2005 and 2004. Please note that this line item
should only reflect taxes based on income. Fixed corporation fees
and similar costs should be included in another line item.
Note 1: Organization and Description of Business, page 33
51. Please update your discussion with respect to the current
status
of the various agreements discussed in this note. In this regard,
your current discussion addresses the agreements as if they had
not
yet commenced.
52. We note the geographic information presented for Asia and
Abroad
on page 34. If these sales amounts are attributable to an
individual
foreign country in a material amount, please disclose this country
separately in accordance with paragraph 38 of SFAS 131. Please
revise or advise.
Note 2: Summary of Significant Accounting Policies, page 35
General
53. Please disclose the types of expenses that you include in the
cost of sales line item and the types of expenses that you include
in
the selling and general and administrative expenses line items.
Please tell us whether you include inbound freight charges,
purchasing and receiving costs, inspection costs, warehousing
costs,
internal transfer costs, and the other costs of your distribution
network in the cost of sales line item. With the exception of
warehousing costs, if you currently exclude a portion of these
costs
from cost of sales, please disclose:
* in a footnote the line items that these excluded costs are
included
in and the amounts included in each line item for each period
presented; and
* in MD&A that your gross margins may not be comparable to those
of
other entities, since some entities include all of the costs
related
to their distribution network in cost of sales and others like you
exclude a portion of them from gross margin, including them
instead
in another line item, such as selling or general and
administrative
expenses.
Revenue Recognition, page 35
54. Please disclose your accounting policy for shipping and
handling
costs. In doing so, disclose both the line item in which you
include
amounts paid by customers to you for shipping and handling and the
line item(s) in which you include your actual costs for shipping
and
handling. If you do not include all of your actual costs for
shipping and handling in cost of sales, also disclose the amounts
of
your actual costs for shipping and handling excluded from cost of
sales for each period presented as required by paragraph 6 of EITF
00-10.
55. Disclose your policy for product returns including the
specific
period during which products may be returned and whether you
provide
a full or partial refund in such an event.
56. Please provide us with additional information to help us
understand why your accrual for product returns of $62,000 as of
February 29, 2004 and 2003 is appropriate. Please tell us how you
determined the amount of the reserve and provide us with your
calculation of the reserve. You should explain each assumption
underlying your calculation, including the percentage of sales
expected to be returned.
If, after re-evaluating your returns accrual as of February 29,
2004
and 2003, you conclude that it was materially overstated, you
should
restate your financial statements for the correction of an error
in
accordance with paragraphs 36 and 37 of APB 20
57. We note on page 48 that you have no reserve for returned
products. Your revenue recognition policy should be revised to
state
the reasons why management believes that no liability for returned
products is necessary.
Inventories, page 35
58. Please add an inventory footnote to your financial statements
to
disclose the amounts in the major classes of inventory (finished,
work-in-process, raw materials, etc.) as well as any inventory
identified as slow moving or obsolete.
59. Please tell us when the inventory you scrapped during fiscal
2005
was determined to be slow moving or obsolete. Please also tell us
the nature of the inventory.
Customer Deposits, page 37
60. If true, please revise to clarify that customer deposits are
recognized as revenue in accordance with your revenue recognition
policy, which is not necessarily met upon shipment.
Research and Development Expenses, page 37
61. It is unclear why you reflect research and development
expenses
in cost of sales. Please revise or advise.
Issuance of Stock for Services, page 39
62. Please provide the tabular presentation required by subsection
(c) of paragraph 2(e) of SFAS 148 in your "Summary of Significant
Accounting Policies."
Property and Equipment, page 45
63. Please tell us more regarding the tooling not in service,
including when it was purchased, the current status of your plans
to
utilize it, alternate uses for the tooling and its fair value.
Please tell us what consideration you gave to the need to test the
tooling not in service for recoverability in accordance with
paragraph 8 of SFAS 144. If you concluded no recovery analysis is
required by paragraph 8, please tell us why. If not, please
provide
us with your recovery analysis as of each balance sheet date
presented in your filing.
Note 4: Intangible Assets, page 46
64. Please note paragraph 15 of SFAS 142 requires that intangible
assets subject to amortization should be evaluated for impairment
in
accordance with paragraphs 7-24 of SFAS 144. We note the
following:
* Loss from operations have been experienced in 2005 and 2004 as
well
as the quarter ended May 31, 2005;
* Net losses have been experienced in each of the three years
since
you acquired your intangible assets as well as the quarter ended
May
31, 2005;
* Your operations have been a use of cash in 2005 and 2004 as well
as
the quarter ended May 31, 2005;
* The relationship with your principal customer (Nikken) ended in
2002 resulting in a significant drop in revenue.
In view of these negative factors it appears that your intangible
assets may be impaired. Please provide us the results of your
impairment analysis as of each balance sheet date presented in
your
filing.
Note 6: Notes Payable to Related Parties, page 48
65. You repeat many of the disclosures in this note three times in
the notes to your annual financial statements and twice in the
notes
to your interim financial statements. Please consider revising to
reference the initial disclosure in each set of financial
statements
rather than providing repetitive disclosures in the same set of
financial statements.
66. Please disclose the basis for the issuance of the 1,266,667
shares of common stock to the TAM Trust. Specifically identify
the
portion attributable to interest owed to the trust and the
consideration for the remainder. Please tell us how you accounted
for the issuance and how the issuance is reflected on the
statement
of stockholders equity.
67. Please clarify what is meant by your statement that the stock
is
valued at "$76,000 per year, effective March 1, 2002." It is
unclear
why the issuance was not valued at its fair market value at the
date
of grant. It is also unclear why you are accruing interest on the
stock granted to the trust. Please advise or revise.
68. You state the $348,150 of long-term portion of the notes
payable
to related parties is not due until after March 1, 2006. Because
you
continue to present the same amount as long-term in your May 31,
2005
financial statements, we assume the long-term portion is not due
prior to May 31, 2006. Revise your disclosure to clarify the
specific maturities of the note and provide the five year payout
schedule required by paragraph 10 of SFAS 47.
Note 7: Capital Structure, page 50
Consulting Agreements, page 55
69. Please revise your disclosure to clarify whether you issued
restricted stock or options related to the November 2004 and March
2005 consulting agreements. Based on Exhibits 10.5 and 10.6 it
appears these are not options. If restricted stock was issued,
please clarify whether the stock was purchased at a price of $0.03
per share or if $0.03 per share was used to determine the number
of
shares to be issued based on a nominal value attributed to the
services to be provided by the consultants. Please also tell us
how
you determined the values you attribute to the consideration,
including the price of your common stock used in the valuation.
70. You state that the first third of the restricted stock issued
in
connection with the November 2004 consulting agreement vested
immediately. Exhibits 10.5 and 10.6 indicate that prior to
December
1, 2005 you may call all shares. Please revise your disclosure to
clarify this apparent inconsistency.
71. Please tell us what consideration you gave to the
applicability
of EITF 96-18 in determining whether a measurement date has
occurred
with respect to the restricted stock and warrants issued in
connection with your consulting agreements. In this regard, the
restricted stock agreements do not appear to contain a
disincentive
to non-performance sufficient to establish a performance
commitment.
Please provide us with copies of the warrant agreements.
Warrants, page 56
72. Please provide us with your calculation of the value of the
warrants issued on March 29, 2005. The value you attributed to
the
warrants appears to approximate the intrinsic value rather than
the
fair value. Please advise or revise.
73. We assume the warrants issued to the TAM Trust were issued to
satisfy a portion of the interest owed on the note payable to the
trust. It is unclear why you have recognized the value of the
warrant as "unearned interest" to be recognized over a three year
period rather than as a reduction in interest payable. Please
advise
or revise. If this issuance is not intended to be a reduction in
interest owed to the trust, please revise your disclosure to
clarify
the basis for the warrant grant.
Note 8: Income Taxes, page 59
74. Separately disclose the amount and expiration date for each
operating loss carry forward and each tax credit carry forward.
See
paragraph 48 of SFAS 109.
75. We note on page 60 that your valuation allowance at 2004 was
$940,997 and at 2005 was $1,004,228 which is a difference of
$63,231.
However, on page 59, the change in valuation allowance is $87,388.
Please provide to us your calculation to help us understand the
difference.
Note 9: Commitments and Contingencies
Legal Proceedings, page 61
76. If true, please confirm that you have not responded to the
lawsuit filed by Mr. Douglas Copp in February 2002. Please also
revise your disclosure to explain why.
Note 11: Loss Per Share, page 65
77. Please disclose how you account for restricted stock in your
loss
per share calculation.
Note 12: Subsequent Events, page 65
78. Tell us the services in connection with the Form 10-SB for
which
you issued 154,700 restricted shares.
Interim Financial Statements
General
79. Please ensure that amounts disclosed in the notes agree to
your
financial statements. In this regard, we note that amounts in
Note 3
and Note 5 do not agree to your May 31, 2005 financial statements.
Balance Sheet, page 67
80. Given that you now have stockholders` equity, please revise
the
line item entitled stockholders deficit.
Statement of Operations, page 69
81. Supplementally tell us the components of miscellaneous income
on
your interim statement of operations.
Note 2. Summary of Significant Accounting Policies, page 74
82. You state on page 45 that SFAS 123R may materially impact your
results of operations in the third quarter ending November 30,
2005
and thereafter. Please expand your summary of significant
accounting
policies in your interim financial statements to provide the
progress
of your assessment of this accounting standard.
Part III
Index to Exhibits
83. You must file the exhibits marked as previously filed with the
Commission or, otherwise, incorporate the exhibits into your
registration statement by reference. Refer to Exchange Act Rule
12b-
23. Please also identify where the incorporated material can be
found.
Signatures
84. Revise the signature block to provide the representation
required
by Form 10-SB.
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 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 Marie Trimeloni, Staff Accountant, at (202)
551-3734 or Scott Watkinson, Senior Staff Accountant, at (202)
551-
3741 if you have questions regarding comments on the financial
statements and related matters. Please contact Matt Franker,
Staff
Attorney, at (202) 551-3749 or Chris Edwards, Special Counsel, at
(202) 551-3742 with any other questions. Alternatively, you may
contact me at (202) 551-3760.
Sincerely,
Pamela A. Long
Assistant Director
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Carl Palmer
Seychelle Environmental Technologies, Inc.
October 14, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE