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MAIL STOP 3561
      June 15, 2005

Mr. Merrill Moses
President
Armor Enterprises, Inc.
201 Lomas Santa Fe
Suite #420
Solana Beach, CA  92075

      Re:	Armor Enterprises, Inc.
	Item 4.02 Form 8-K
      Filed June 8, 2005
	File No. 000-50144

Dear Mr. Moses:

      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 me at the telephone number listed
at
the end of this letter.

Form 8-K filed June 8, 2005
1. In accordance with Item 4.02(a)(1) of Form 8-K, please amend
your
filing to:
a. disclose when you concluded that your financial statements
should
no longer be relied upon;
b. identify the financial statements that should no longer be
relied
upon.

2. Please tell us when you intend to file restated financial
statements.

3. Please amend your filing to include the correct Commission File
Number.

       As appropriate, please amend your filing and respond to
these
comments within five 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 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 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 me at (202) 551-3390

							Sincerely,

							Brian K. Bhandari
							Staff Accountant

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Merrill Moses
Armor Enterprises, Inc.
June 15, 2005
Page 2

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