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								December 9, 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
       			File 000-28347

Dear Mr. Lundqvist:

      We have reviewed your response letter dated November 7, 2005
and have the following comments.  Where indicated, we think you
should revise your filing in response to these comments.  If you
disagree, we will consider your explanation as to why our comments
are not applicable or a revision is unnecessary.  We also ask you
to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary.  We look
forward to working with you in these respects and welcome any
questions you may have about any aspects of our review.

Form 10-KSB For the Fiscal Year Ended December 31, 2004

Item 7- Financial Statements

Revenue Recognition, page 15

1. We note your response to our prior comment #2.  However, we
reissue our prior comment.  You should expand your response and
disclosures to clarify the reasons for the difference in your
revenue
recognition criteria between factory and warehouse shipments.  Why
is
customer acceptance required only on product sales shipped from
your
warehouse?  For example your disclosure should specifically
address
when title, ownership and risk of loss passes on to your customers
and how the shipping location affects your revenue recognition
criteria.

Note 4- Commitments

Profit Participation Advances, page 17

2. We note your response to our prior comment #4.  However, please
tell us and revise future filings to specifically disclose whether
you will have to reimburse any portion of the advances or make any
type of payment, to parties associated with this agreement, should
you not achieve the necessary sales volume to pay back the
original
amounts advanced to you.

3. We have reviewed the profit participation agreement included
with
your response.  To facilitate our understanding of these
transactions, please tell us more about these agreements and your
method of accounting for them.  Specifically, please tell us
whether
all of the agreements are exactly like the one you have provided
and,
if they are not, please explain how they differ.  In addition, the
agreement you have provided states that you will share the
"profits
of sales by giving the investor 0.0002% of the invested amount for
each retail package delivered to and paid by the customer."
Please
numerically illustrate how you derived the $2,420 recorded in
fiscal
2004 and how you arrived at the allocation of that balance to
principal and interest.   Finally, if you have accrued $103,000 of
profit sharing advances to date, please explain how the total
estimated liability could be $636,000.  That is, if the investors`
original investment is intended to double, it would appear that
the
maximum liability would be $206,000.  If additional advances are
anticipated upon achievement of certain milestones, please explain
how and when you expect to complete these tasks.  With regard to
the
Wal-Mart purchase order referenced in your agreement, we assume
that
some minimum purchase is required, in either dollar or unit terms.
Please advice, supplementally and in detail.

4. As previously requested, please tell us your basis in GAAP for
the
accounting you have applied.  That is, specifically identify the
literature you have applied, either directly or by analogy, in
accounting for these agreements.  In this regard, we note that the
lenders` participation reduces your potential realization of
profits
on sales and it also eliminates any requirement that you pay
contractual (nonparticipating) interest charges.  You appear to
have
agreed to participation rights in exchange for concessions granted
by
the lender on other loan terms.  Accordingly, we believe that it
may
be appropriate to separately record and measure the participation
feature at fair value at the inception of the loan and at each
subsequent reporting date pursuant to the guidance in SOP 97-1.
Please revise or supplementally advise us why you do not consider
this guidance to be applicable.  We may have further comments upon
review of your response.

5. We note that you have previously financed operations through
the
sale of equity securities and through advances from Mr.
Lundquist`s
private marketing company which borrowed from third parties.  The
interest rates on those borrowings ranged from 9.25% to 28.99%.
In
view of the very significant effective interest rate you could be
required to pay on advances under the profit sharing agreements,
please supplementally explain why you chose to enter into
arrangements of this nature.  That is, why didn`t you continue to
obtain advances at a lower rate of interest from the private
marketing company or through some other financing entity or
method?
Please explain supplementally.

      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.
December 9, 2005
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