SecProbe.io

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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 litigati