SecProbe.io

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Mail Stop 0308 							October 6, 2004

VIA U.S. MAIL AND FACSIMILE

Thomas G. Miller
President
S. E. Asia Trading Company, Inc.
1545 E. Interstate 30
Rockwall, Texas 75087

Re:	S. E. Asia Trading Company, Inc.
Registration Statement on Form SB-1
File No. 333-118898, Filed September 10, 2004

Dear Mr. Miller:

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 supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not 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 on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.
Facing Page
1. Include the address of your principal place of business.  Include
the four paragraphs set forth in the facing page of the Form SB-1.
Also, add a sentence indicating that securities are being offered on
a delayed or continuous basis pursuant to Rule 415.  See, e.g.,
interpretation D.36 of the Manual of Publicly Available Telephone
Interpretations (July 1997) and Form S-1 to review the disclosure
that you should include.

Prospectus Inside Cover Page, page 1
2. You state only here and nowhere else in the prospectus that you
provide "a full service residential mortgage brokering service."
Elsewhere you state that you sell imported jewelry, home accessories,
and framed art from your store in Texas.  Explain to us or reconcile
this discrepancy in the prospectus.  If you indeed offer brokering
service, provide a detailed description of the nature of that segment
of your business in the Summary and Business section.
3. If your prospectus is to be used before the effective date of the
registration statement, please disclose prominently that the
information in the prospectus will be amended or completed, a
registration statement relating to these securities has been filed
with the Securities and Exchange Commission, the securities may not
be sold until the registration statement becomes effective, and the
prospectus is not an offer to sell the securities, and you are not
soliciting an offer to buy in any state where offers or sales are not
permitted.  See Item 501(a)(10) of Regulation S-B.
4. If true, disclose that you do not intend to apply for listing of
your shares.
5. Given the minimum offering of 150,000 shares and the maximum
offering of 1,000,000 shares and estimated offering expenses of
$16,564 and $33,564, respectively, please explain how the offering
expense per share was computed.

Prospectus Summary, page 2
6. Disclose in the summary that you have received a going concern
opinion from your auditors and disclose the dollar amount of losses
you have incurred, so that readers are immediately aware of the
substantial doubt about your ability to continue business operations.
7. Expand the discussion of your company.  In both the Summary and
the Business section, describe in reasonable detail the material
aspects of your business, including, but not limited to, the
following:

* the total sales figures in dollars since the opening of the store;
* the types of jewelry you import from Thailand to sell and whether
they include any high-value jewelry of precious or semi-precious
metals or stones;
* the types of home accessories you sell (including those referred to
on page 11) and the countries from which the non-domestic items are
imported; and
* whether the framed arts you sell are original paintings or
reproductions.
8. You refer to page 19 for the section "Plan of Operations."
However, it appears the "Plan of Operations" section begins on page
13.  Please revise or advise.
9. There is a difference between total assets and other income
(expense) presented in the summary financial data compared to the
financial statements.  Please review and revise such that the
information presented is consistent.

Risk Factors, page 4
10. In the first paragraph revise to make clear that you have
identified all material risks known to you and anticipated by you at
present.  If you have not included all material risks in this
section, please do so.
11. Several of your risk factor headings, as illustrated in the
partial list below, do not identify the precise nature of harm that
may result to your company.  Revise these risk factor headings so
that each of them describes adequately the material adverse effect of
that particular risk discussed.
* "We are a recently formed company, formed in the state of
Nevada...," page 4.
* "We may have to raise additional capital which may not be
available...," page 4.
* "No public market for our common stock currently exists...," page
5.
12. Your shares of common stock will be treated as "penny stock" as
defined by Rule 3a51-1 under the Exchange Act, and thus the shares
are subject to the penny stock rules.  Include a risk factor that
discloses that the shares are subject to the penny stock rules, and
note the risks involved in investing in penny stock.  In this regard,
consider discussing that: (i) Commission rules impose additional
sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited
investors, (ii) for transactions covered by the rule, the broker-
dealer must make a special suitability determination for the
purchaser and transaction prior to the sale, and (iii) the rule may
affect the ability of broker-dealers to sell the securities and also
may affect the ability of purchasers of the shares to sell the shares
in the secondary market.
"We are a recently formed company, formed in the state of Nevada...,"
page 4.
13. Alert investors to the fact that your business condition, as
indicated in your auditors` report, raises substantial doubt as to
your continuance as a going concern.  In addition, quantify the
dollar amount of expenses in promoting your store that you need.

"We may have to raise additional capital which may not be
available...," page 4.
14. Disclose the period of time your business will continue if you
cannot sell the minimum proposed number of securities in this
offering.  Also, if you can raise the minimum offering in this
offering, quantify the dollar amount you require one year after the
closing of the offering for you to sustain your operations.

"We are dependent on the low cost of foreign imports...," page 5.
15. Identify all countries from which you import your merchandise,
and disclose if you have ever experienced difficulties in supply of
your foreign imports.

"We may not be able to compete successfully...," page 5.
16. Identify your main local competitors.

"No public market for our common stock currently exists...," page 5.
17. In the last sentence you state that "the initial public offering
price will be determined among us and the underwriters."  Since it
appears that this is a self-underwritten offering, explain to us the
statement or revise.  We may have further comments.
Dilution, page 6
18. Book value of $29,708 disclosed on page 6 differs from book value
of $21,128 as calculated from the balance sheet.  Please revise for
consistency and accuracy.
19. Please supplementally provide a reconciliation from the book
value on May 31, 2004 to the minimum projected book value of $87,940
and the maximum projected book value of $495,940.

Plan of Distribution, page 8
20. Represent, if appropriate, that you have no understanding,
commitment, or agreement, written or oral, to offer or sell the
securities to any individual or entity, including your attorney, whom
you refer on page 17 as being a possible purchaser of the securities
offered.
21. When you assert that Mr. Miller qualifies under the safe harbor
from broker registration, refer to the relevant rule under which such
exemption is claimed, which is Rule 3a4-1(a) of the Securities
Exchange Act.
22. Explain to us why you have not considered transmitting the funds
received in this offering to an escrow account in a bank, and why you
have decided not to pay any interest to the investors for the
duration of time you hold on to their money.  In addition, describe
to us, with a view to disclosure, how the investors` money would be
handled by your company, for example, the type of account where it
will be kept, what happens to the interest, if any, the funds would
earn in that account, any safeguards against commingling that money
with your other monies, and any protection afforded to investors
against your debtors` lien.
23. Clarify in the last paragraph that you will retain the transfer
agent only in the event that you can obtain the minimum number
subscription amount from investors.

Use of Proceeds, page 9
24. Please revise or explain the discrepancy in the cost of the
offering as stated in this section of your document and on page one.
On the first page of your prospectus, the estimated expenses for the
minimum and maximum number of shares are $16,564 and $33,564.  In
this section, you have indicated that the offering costs are $15,045
and $30,295 respectively.
25. The use of proceeds for the minimum subscription amount does not
sum to the total disclosed of $75,000.  Please revise.

Description of Business, page 10
26. Disclose the dollar amount of inventory your store carries as of
the date of the current balance sheet.
27. Disclose whether you carry reasonably adequate insurance coverage
for the store.
Business Strategy, page 10
28. You indicate that you have attracted the "discriminating and
demanding consumer."  Tell us the basis for your claim that you have
attracted this category of consumer given your limited sales to date.
You also focus on your "product and image oriented advertising," yet
disclosure on the following page indicates your sole sources of
advertising have been word of mouth and signage.  Please revise.
29. You refer to four "keys of retailing" on which you focus as part
of your business strategy.  Discuss how each element mentioned is
relevant to your store and operations and how it attracts the
targeted segment of customers.
30. If you have plans of opening a new store, disclose its intended
type and location.  Also, state how many stores you could open if you
raise the maximum offering amount.
31. Elaborate on how you can "strengthen" your position in the
present market.  In this context, explain what you mean by "utilizing
existing and planned distribution infrastructure."

Method of distribution of products and services, page 11
32. Explain what you mean by Rockwall, Texas, being a "bedroom
community."  Disclose whether your current employee is also your sole
officer and director.

Merchandising and Marketing, page 11
33. Provide evidence to substantiate the basis of your belief that
you offer imported merchandise "at a more attractive price-to-value
relationship than other similar stores" in the area.  If you cannot
justify your claim, you should delete it.
34. Disclose the dollar amount you have spent to date on all
marketing activities, including the advertising expenses referred to
in Note 1 to the Consolidated Financial Statements.

Competition, page 12
35. Provide us the facts and reasons underlying your assertion that
you are "uniquely positioned in the marketplace."  Absent
justification, please delete the claim.
36. Since you have only one employee, explain why you consider your
"experienced sales personnel and customer service as important
factors" in your success.

Management`s Discussion and Plan of Operations, page 13
37. Expand this section to discuss known material trends and
uncertainties that will have or are reasonably likely to have a
material impact on your revenues or income or result in your
liquidity decreasing or increasing in any material way.  In doing so,
provide additional information about the quality and variability of
your earnings and cash flows so that investors can ascertain the
likelihood of the extent past performance is indicative of future
performance.  In addition, discuss in reasonable detail economic or
industry-wide factors relevant to your company, and material
opportunities, challenges and risks in short and long term and the
actions you are taking to address them.
38. Provide a reasonably detailed discussion of your ability or
inability to generate sufficient cash to support your operations for
the next 12 months in the case you cannot raise the minimum offering
amount through the sale of these securities.
39. On page 14, you state that your costs to operate for a year are
less than the net proceeds from the minimum offering and, therefore,
if the minimum is raised, you will have sufficient funds to cash flow
growth plans for twelve months.  As it appears operating expenses for
the period ended May 31, 2004 exceed the offering proceeds, please
explain in detail how the minimum amount of funds would provide
sufficient cash flow for twelve months.  If you are excluding non
cash expenses then in determining adequacy of proceeds for the
upcoming year you should also factor in the effect of working capital
items such as inventory and receivable build up on your cash
balances.
40. Identify the financing company and the shareholder with whom you
have the line of credit agreement.  File this agreement, which is
material, as an exhibit.

Description of Property, page 14
41. If you intend to sign a three-year lease of the property
described, state so clearly.

Remuneration of Directors and Officers, page 15
42. Disclose the approximate fair market value of the services Mr.
Miller has provided to your company to date.
43. You state in this section that Mr. Miller received 4.5 million
shares of your common stock in January 2004, but elsewhere, like in
pages 10 and 16, you state that he received 5 million shares.  Please
advise or revise.
44. You state that there are no plans to pay any remuneration to
anyone in or associated with the company.  However, you state on page
10 that Mr. Miller will be compensated a salary of $2,500 per month
and twenty percent of profits when you have reached profitability.
Please revise for consistency.

Principal Shareholders, page 16
45. You are required to list all the record and beneficial owners of
5% or more of any class of equity securities.  You indicated that you
only included the 10% owners.  Please revise to state that you have
listed owners with 5% or more ownership.  See Item 2(4) and (5) of
Form SB-1.

Securities Being Offered, page 17
46. Provide this information as of the most recent practicable date.

Capitalization, page 19
47. The additional paid in capital and retained earnings actual May
31, 2004 column in the table does not agree to the financial
statements.  Please revise for consistency.  In addition, it is
unclear how you computed the additional paid in capital balances
after minimum offering and after maximum offering.  Please provide
your calculation supplementally.

Item 4.  Unregistered Securities Issued or Sold Within One Year, page
11.2
48. We note disclosure that indicates that the founder purchased
stock in July 1999, yet this conflicts with the disclosure that
indicates that the founder purchased 5,000,000 shares of common stock
on January 28, 2004.  Further, based on your articles of
incorporation, it appears the company was not incorporated until
January 2004.  Please revise or advise.
49. Please identify the persons to whom securities were sold in each
of the transactions y