SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
								October 19, 2005

Mr. Luis R. Carrasquillo
Chief Financial Officer
Margo Caribe, Inc.
Road 690, Kilometer 5.8
Vega Alta, Puerto Rico  00692

	Re:	Margo Caribe, Inc.
		Form 10-KSB for Fiscal Year Ended December 31, 2004
      Filed March 31, 2005
Form 8-K/A Filed May 5, 2005
		File No. 000-15336

Dear Mr. Carrasquillo:

      We have reviewed your filings and have the following
comments.
We have limited our review of your filings to those issues we have
addressed in our comments. Where indicated, we think you should
revise your documents.  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
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 disclosures in your
filings.
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 for the Year Ended December 31, 2004

Financial Statements

Note 22 - Subsequent Events, page F-26

1. We understand that you acquired substantially all of the assets
and assumed certain  liabilities and the operations of State-Line
Bark & Mulch, Inc. on February 16, 2005, in exchange for
$2,600,000
in cash.  However, based on disclosures in the Form 8-K/A that you
filed on May 5, 2005, it appears you may have also acquired some
assets and liabilities that did not belong to this entity.  Tell
us
the revisions that you believe would be necessary to clarify this
matter.

Form 8-K/A Filed May 5, 2005

Exhibit 99.1

Independent Auditor`s Report

Financial Statements of State-Line Bark & Mulch, Inc.

2. We note that State-Line`s independent auditor issued a
qualified
opinion as a result of State-Line`s departure from U.S. GAAP for
matters described in Note D.  Please be advised that qualified
auditor`s opinion and financial statements not prepared in
accordance
with U.S. GAAP are not acceptable in SEC filings, as explained in
SAB
Topic 1:E.2., for purposes of complying with Regulation S-B Item
310.
Accordingly,

(a)	Please amend to present the financial statements of State-
Line
in accordance with U.S. GAAP, which should reflect only assets and
liabilities that State-Line owns, and income and expense items for
which State-Line is accountable.

(b)	Please revise the State-Line Statement of Income to reflect
depreciation expense attributable to cost of goods sold in its
gross
profit measure.

(c)	In conjunction with the foregoing, you will need to obtain a
new
audit of State-Line`s amended financial statements.

Exhibit 99.2

Unaudited Pro Forma Financial Information

3. Please revise your pro forma financial statements to reflect
adjustments that are necessary to comply with the preceding
comment.
If you also acquired the assets and liabilities that the auditor
indicates do not belong in the State-Line financial statements,
you
should include separate adjustments for these items, as well as a
narrative describing the terms of the additional transaction.
Please
disclose the amount and form of consideration conveyed, and the
nature of the additional items acquired.

Closing Comments

       As appropriate, please amend your filings 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 responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosures in the filings to be certain that the
filings include 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 disclosures, 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 filings;

* staff comments or changes to disclosures 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 Lily Dang at (202) 551-3867 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3686 with any other
questions.

								Sincerely,

								Karl Hiller
								Branch Chief
Mr. Luis R. Carrasquillo
Margo Caribe, Inc.
October 19, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

</TEXT>
</DOCUMENT>