SecProbe.io

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Mail Stop 3561
								August 25, 2005
Paul Manson
President
Sea Breeze Power Corporation
Suite 1400
333 Seymour Street
Vancouver, BC  V6B 5A6
Canada

      Re:	Sea Breeze Power Corporation
		Form 20-F for the Year Ended December 31, 2004
		File No. 0-50566

Dear Mr. Manson

      We have reviewed your filing and have the following
comments.
We have limited our review to your financial statements and
related
disclosures and do not intend to expand our review to other
portions
of your document.  Please be as detailed as necessary in your
explanations.  Where indicated, we think you should revise your
disclosures in future filings 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.  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 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.

General

1. Please include page numbers in all future filings.

Consolidated Balance Sheets

2. Please note that the number you present as common shares
outstanding as of December 31, 2004 is not in agreement with the
number you present in Note 9
Consolidated Statements of Cash Flows

3. We note your presentation in financing activities of the
$146,216
that you paid on behalf of your co-venture partner in 2004.  In
future filings, for U.S. GAAP purposes, please present such
amounts
on your consolidated statements of cash flows as an investing
activity.  According to paragraph 17(a) of SFAS No. 95, Statement
of
Cash Flows, cash outflows for investing activities include
disbursements for loans made by the enterprise.  If you do not
agree,
please explain.

Notes to Consolidated Financial Statements

Note 1.  Nature of Operations and Going Concern

4. We note your statement that Sea Breeze Power Corp. is in the
development stage.  In future filings, please present your US GAAP
financial statement disclosures in accordance with SFAS No. 7,
Accounting and Reporting by Development Stage Enterprises.
Specifically, disclose the following:

* Cumulative net loss reported with descriptive caption such as
"deficit accumulated during the development stage" in the
stockholders` equity section;

* Cumulative net loss;

* A statement of stockholders` equity showing your issuances of
equity securities from inception; and

* All references to US GAAP financial statements as those related
to
a development stage company.

Note 2.  Summary of Significant Accounting Policies

5. We note your disclosure related to the consolidation of your
80%
proportionate interest in the assets of the Slollicum Joint
Venture
and 50% proportionate interest in the assets, liabilities and
expenses of Sea Breeze Pacific Regional Transmission Systems, Inc.
(SBPRT).  Please tell us the basis in U.S. GAAP for consolidating
your proportionate interests in Slollicum and SBPRT or any other
jointly controlled entities.

6. We note your disclosure related to your foreign currency
accounting policy. Please explain to us in detail, Canadian GAAP
for
translation of assets, liabilities, revenues and expenses
denominated
in currency other than your reporting currency.  Please contrast
such
method with the functional currency approach contained in SFAS no.
52.   In future filings, please clarify your policy as it relates
to
both the balance sheet and statement of loss and deficit.

Note 9.  Share Capital and Shareholders` Equity

7. In future filings, please clarify the vesting terms for all
stock
option issuances.  For example, in section (d) that you disclose
the
fact that your stock options issued on February 7, 2004, May 25,
2004
and October 27, 2004 to directors, employees and non-employees
vest
in six-month intervals, but you did not specify over what period
the
vesting is to occur.  If the vesting schedule is 25% of each
option
grant every 6 months, then you may want to clarify.

Note 10. Acquisition of Sea Breeeze Energy Inc
8. Please advise whether Canadian GAAP has any disclosure
requirements for pro forma presentations when an acquisition
involving an acquisition of assets has occurred.  Also, please
tell
us the difference in accounting for an asset acquisition under
Canadian GAAP versus a business acquisition.

Note 16. Material Differences Between Canadian and United States
Generally Accepted Accounting Principles (GAAP)
9. Please tell us the basis in U.S. GAAP for non-capitalization of
project development costs.  Please be detailed in your analysis.

10.	Please provide us with your supporting calculations for the
difference between Canadian GAAP and U.S. GAAP interest expense
from
debt discount and beneficial conversion feature for each of the
three
years ended December 31, 2004.  Please provide detailed
explanations
necessary to facilitate our review of these calculations.

* * * * *

       Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
cover letter 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 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.

	You may contact Scott Ruggiero at (202) 551-3331 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3849 with any other
questions.

Sincerely,

James Allegretto
Senior Assistant Chief Accountant

Mr. Paul Manson
Sea Breeze Power Corporation
August 25, 2005
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