SecProbe.io

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Mail Stop 3561

									September 13, 2005

Mr. Joel Sens
Chief Executive Officer
Seawright Holdings, Inc.
600 Cameron Street
Alexandria, Virginia 22314

		RE:	Seawright Holdings, Inc.
			Form 10-KSB for Fiscal Year Ended December 31, 2004
Forms 10-QSB for Fiscal Quarters Ended March 31, 2005 and June 30,
2005
			Filed April 15, 2005, May 23, 2005 and August 22,
2005
			File No.  333-56848

Dear Mr. Sens:

		We have reviewed your filings and have the following
comments.  We have limited our review to only your financial
statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Where indicated, we
think you should revise your disclosures 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 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
filings.
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 Fiscal Year Ended December 31, 2004

Item 8A. Controls and Procedures, page 23

1. In future filings, please revise your disclosure regarding
changes
to internal controls over financial reporting to identify "any
changes," not just "significant" changes that have materially
affected, or are reasonably likely to materially affect, your
internal controls over financial reporting.  See Item 308(c) of
Regulation S-B.

Notes to Financial Statements

Note E. Private Placement and Convertible Promissory Notes
Payable,
page F-19

2. Please tell us more about how you allocated the proceeds of
your
984 units of equity and convertible promissory notes.  Ensure your
response addresses how your allocation method complies with the
requirement in paragraph 5 of EITF 00-27 that you allocate the
proceeds to the convertible promissory notes with non-detachable
warrants and to the common stock on a relative fair value basis.
Please also explain your allocation of debt discount to the non-
detachable warrants with reference to paragraph 16 of APB 14.

Note F. Capital Stock, page F-21

3. Please explain how you arrived at the fair value you are using
on
the date of issuance of your common stock in April 2004 and your
common stock issued with your private placement of your units to
various individuals.  In your response, tell us the bid/ask price
of
your common stock as determined on the OTC Bulletin Board Market
on
the dates of issuance of the shares.  Quoted market price
generally
represents the most accurate method to fair value stock absent
countervailing factors.

Note I. Related Party Transactions, page F-25

4. Please tell us your basis in GAAP for presenting the
overpayments
to the Company`s President as "other expense" versus presenting
amounts as a capital distribution or notes receivable.  Your
disclosure indicates that your expectation was that the
overpayments
would be recovered.  See SAB Topics 4:E and 4:G.  Revise your Form
10-KSB and your Form 10-QSB for the quarter ended June 30, 2005
accordingly, or tell us why no revision is necessary.

Note K.  Per Share, page F-25

5. Please disclose those securities that could potentially dilute
basic loss per share not included in the computation.  See
paragraph
40(c) of SFAS 128

Form 10-QSB for the Quarter Ended June 30, 2005

Condensed Consolidated Statements of Cash Flows, page 7

6. Tell us how you calculated cash flows from investing activities
for the six months ended June 30, 2005.  It appears that you have
included proceeds from sales of trading securities in investing
activities, rather than in operating activities as required by
paragraph 18 of SFAS 115.  Please advise or revise, as necessary.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
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 disclosure in the filings to be certain that the
filings 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 regarding these comments,
please
direct them to Anthony Watson, Staff Accountant, at (202) 551-3318
or, in his absence, to me at (202) 551-3843.

									Sincerely,

									George F. Ohsiek, Jr.
									Branch Chief
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Mr. Joel Sens
Seawright Holdings, Inc.
September 13, 2005
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