SecProbe.io

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Mail Stop 3561
								August 16, 2005

Graham Millington, CEO
Sea Sun Capital Corp.
424 Brookmill Road
Oakville, Ontario L6J 5K5
Canada

Re:	Sea Sun Capital Corp.
	Item 4.01 Form 8-K
      Filed January 18, 2005
	File No. 0-32307

Dear Mr. Millington:

      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 more
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.

	Please amend your Form 8-K to state whether your former
auditor
resigned, declined to stand for re-election, or was dismissed.
Disclose the date your relationship ended.  Also, indicate whether
the decision to change auditors was recommended or approved by
your
board of directors.

      Item 304(a)(1)(ii) of Regulation S-B requires you to
disclose
whether the former accountant`s report on the financial statements
for either of the past two years contained an adverse opinion, a
disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles; and to describe
the nature of each such adverse opinion, disclaimer of opinion,
modification or qualification.  This would include disclosure of
uncertainty regarding the ability to continue as a going concern
in
the accountant`s report.  Please revise to include this
information.

	State whether, during your two most recent fiscal years and
any
subsequent interim period before your former auditor resigned,
declined to stand for re-election, or was dismissed, you had any
disagreements with your former auditor on any matter of accounting
principle or practice, financial statement disclosure, or auditing
scope or procedure.

	You state that the former auditors "issued no reports on the
Company`s financial statements and performed no review or audit of
statements for the Company".  However, we note the report dated
April
11, 2003 by the former auditors included in the Form 10-KSB as of
December 31, 2002.  Please explain to us why you stated the above
or
revise to delete this disclosure.

      To the extent that you amend the Form 8-K to comply with our
comments, please obtain and file an updated Exhibit 16 letter from
the former accountants stating whether the accountant agrees with
your Item 304 disclosures, or the extent to which the accountant
does
not agree.

       As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
respond.
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 amendment and responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes 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 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.

	If you have any questions, please call Babette Cooper at
(202)
551-3396.

							Sincerely,

							Babette Cooper
							Staff Accountant
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0306

         DIVISION OF
CORPORATION FINANCE

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