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								September 26, 2005
Zip+4 Code:  20549-0305

Via Fax & U.S. Mail
Aviation Upgrade Technologies, Inc.
Torbjorn B. Lundqvist- Chairman, CEO, and CFO
6550 South Pecos Road
Suite 142
Las Vegas, NV 89120

	Re:	Aviation Upgrade Technologies, Inc.
			Form 10-KSB for the Year Ended December 31, 2004
		Form 10-QSB for the Quarterly Period Ended June 30, 2005
       			File 000-28347

Dear Mr. Lundqvist:

      Based upon an examination restricted solely to
considerations of
the Financial Statements, and Management`s Discussion and Analysis
the
staff has the following comments on the above-referenced
documents.
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 or may not 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 on 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 Fiscal Year Ended December 31, 2004

Item 6- Management Discussion and Analysis or Plan of Operation

Liquidity and Capital Resources, page 6

1. Please expand your liquidity disclosures to discuss the
consequences should you not be able to raise the capital necessary
to
continue operations and satisfy your obligations.

Item 7- Financial Statements

Note 1- Organization and Summary of Significant Accounting
Policies

Revenue Recognition, page 15

2. Your revenue recognition policy is not clear.  Revenues are
either
recognized at the time of shipment or customer acceptance, not
both.
Please tell us and revise future filings to clarify whether you
recognize revenues at the time of shipment or at the time of
customer
acceptance or when you would recognize revenues under each of the
aforementioned methods.

Warranties, page 15

3. Please revise future filings to include the disclosures
required
under paragraphs 13 and 14 of FIN 45.

Note 4- Commitments

Profit Participation Advances, page 17

4. Please tell us and revise future filings to disclose the
significant contractual terms for profit participation advances.
Your
response and disclosures should detail, but not be limited to, the
following terms:

a. Whether you will have to repay the advances if you never become
profitable;
b. Any penalties you could incur should your violate any of the
terms
within the agreement as well as an outline regarding terms that
carry
a penalty;
c. The re-payment terms for these advances.

5. Please describe your related accounting policies in detail and
state your basis in GAAP for the accounting applied.  In addition,
to
facilitate our understanding of your methodology, please
illustrate
your related accounting entries, from receipt of the initial
advance
through final repayment of the specified amount.  Provide us with
representative sample copies of these agreements.  We may have
further
comments upon review of your response.

6. Explain and illustrate the derivation of your related financial
statement balances.

7. Supplementally identify the counterparties in these
transactions.
Describe any other affiliations, related party or business
relationships you have with these investors.   For example,
identify
any participants who are also stockholders, creditors, vendors or
customers.

Form 10-QSB for June 30, 2005

Financial Statements

Note B - Warrants, page 6

8. The weighted average exercise prices are stated at 10 cents for
each period presented.  However, the schedules in your previously
filed documents state the weighted average exercise prices at
$2.00.
Please revise or advise.

      As appropriate, please revise 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 supplemental 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.

      Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be also be submitted in electronic form, under the label
"corresp" with a copy to the staff.

	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
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 Juan Migone at (202) 551-3312 or Margery
Reich
at (202) 551-3347 if you have questions regarding comments on the
financial statements and related matters.  Please contact the
undersigned at (202) 551-3211 with any other questions.

      Sincerely,

      David R. Humphrey
      Branch Chief-Accountant

Via facsimile:  Torbjorn B. Lundqvist- Chairman, CEO, and CFO
	          (815) 301-3844
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Torbjorn B. Lundqvist- Chairman, CEO, and CFO
Aviation Upgrade Technologies, Inc.
September 26, 2005
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