SecProbe.io

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Mail Stop 3-9								September 8, 2004

Robert W. Nicora
Synthetic Blood International, Inc.
3189 Airway Avenue
Building C
Costa Mesa, CA 02626

Re:	Synthetic Blood International, Inc.
	Registration Statement on Form S-2
Filed September 2, 2004
	File Number 333-118759

We have limited our review of the above referenced filing to only the
matters addressed herein.  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 on 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 confirm that you intend to provide copies of reports
incorporated by reference with your prospectus.

	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.

	Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the company may not assert this action as 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.

We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering
of the securities specified in the above registration statement.  We
will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.  Please provide this
request at least two business days in advance of the requested
effective date and allow adequate time after the filing of any
amendment for further review before submitting a request for
acceleration.  .

Please contact Sonia Barros at 202-824-5304 or Suzanne Hayes at 202-
942-1789 with any questions.
Regards,

Jeffrey Riedler
Assistant Director

Cc: Mark E. Lehman, Esq.
Mark N. Schneider, Esq.
Parsons Behle & Latimer
201 S. Main Street, P.O. Box 45898
Salt Lake City, UT 84145-0898

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