SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

MAIL STOP 05-11

April 6, 2005

Mr. Harold W. Sciotto, President
Alchemy Enterprises, Inc.
3812 N. Gallatin
Mesa, Arizona 85215

Re:	Alchemy Enterprises, Ltd.
		Form 10-SB
		File No. 0-50983
      Amendment No. 1 Filed March 3, 2005

Dear Mr. Sciotto:

      We have reviewed your amended 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.

General
1. We note that you filed a Form 15-12G on November 11, 2004 to
terminate your Form 10-SB registration statement filed on October
12,
2004.  A Form 15 may only be used to terminate an effective Form
10-
SB.  Because the Form 10-SB did not become effective until 60 days
from the date of filing, or December 11, 2004, filing the Form 15-
12G
on November 11 did not terminate the Form 10-SB.  As such, we deem
the filing of the Form 10-SB on March 3, 2005 to represent
Amendment
No. 1 to the registration statement filed on October 12, 2004.
Because the Form 15 was ineffective in terminating the Form 10-SB,
the company`s ongoing periodic and current reporting obligation
commenced December 11, 2004.  Please ensure that you are current
in
your reporting obligation to date.  This would include, by way of
example only, a Form 8-K reflecting the change in control and
resignation of your sole officer and director effective December
1,
2004 and a Form 10-KSB for the fiscal year ended 2004.
2. In accordance with the above comment, please indicate on the
cover
page that this is Amendment No. 1 to the Form 10-SB.

Part I

Item 1. Description of Business, page 3

Business of Issuer
3. Please refer to "Distribution Methods of the Products."  You do
not appear to have any distribution methods in place.  If true,
please confirm.  Otherwise, elaborate on these methods.
4. Elaborate as to the date, volume and price of the products
purchased from AlphaKleen.  File the purchase order as an exhibit.
5. Please provide the disclosure required by Item 101(b)(6) and
(b)(8) of Regulation S-B.
6. Elaborate on the competitive environment as it exists on a more
local and/or regional basis.

Item 2.  Management`s Discussion and Analysis, page 6
7. In the introductory paragraph, please disclose that have been
issued an opinion by your auditors expressing substantial doubt as
to
your ability to continue as a going concern.
8. Section (a)(2) of Rule 419 defines a blank check company as a
company that is issuing penny stock and that is "a development
stage
company that has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies, or other
entity."  In discussing this definition in the adopting release,
the
Commission stated that it would "scrutinize ... offerings for
attempts to create the appearance that the registrant... has a
specific business plan, in an effort to avoid the application of
Rule
419."  See Securities Act Release No. 6932 (April 13, 1992).  In
carrying out this mandate, the staff`s assessment of your status
under the definition can be based only upon the public
representation
of your proposed business in the instant registration statement.
In
this regard we also refer you to proposing Securities Act Release
33-
6891 (April 17, 1991).
Your disclosure indicates that you are a development stage company
that intends to provide a specialized professional line of
industrial
janitorial supplies and cleaning products for restaurants,
healthcare
facilities, national hotel chains, correctional facilities and
janitorial supply houses.  In addition, you intend to offer a
repair
and 24-hour emergency service.  The disclosure also states,
however,
that you have yet to commence business operations, have no
operating
history, no revenues, no products or services, no employees or
management, no contracts or agreements with customers, and limited
contact with suppliers. Furthermore, your only asset appears to be
cash received from the sale of securities.
In view of the foregoing, we believe your proposed business is
commensurate in scope with the uncertainty ordinarily associated
with
a blank check company, and by way of analogy, to that of a "shell
company."  Please disclose the blank check/shell nature of your
company and revise your offering accordingly.  Alternatively,
revise
to provide a more detailed plan of operations in accordance with
Item
303(a) of Regulation S-B as more fully discussed below and
affirmatively state that the company does not consider itself a
blank
check as the term is defined in Regulation C, Rule 419, and does
not
intend to merge with or acquire another company in the foreseeable
future.
9. In accordance with Item 303(a) of Regulation S-B, elaborate on
the
company`s business plan, how it plans to generate revenues and
discuss efforts being made, or contemplated, with respect to
product
development, marketing, sales and distribution.  In this regard,
discuss funds spent to date in these various areas and allocate
the
amounts necessary over the next 12 months to cover all budgeted
expenses deemed material.  Discuss the anticipated milestones in
implementing your plan of operations, including your product line,
private labels, distribution channels, hiring plans, and the time
frame and cost for beginning and completing each.
10. Disclose your available cash balance as of the most recent
practicable date.
11. Please discuss the company`s business nature when incorporated
in
May 1999.
12. Please disclose the business nature of Lynn-Cole Capital
Corporation and its affiliation if any to management.
13. We note that on May 17, 2004 the company sold 830,000 shares
of
common stock under Rule 504 to 30 individuals.  Please describe
the
business nature/plan of the company at the time of this offering.

Item 4.  Security Ownership of Certain Beneficial Owners and
Management, page 8
14. Please disclose the specifics of the private transaction
between
Mr. Yamada and Mr. Sciotto, i.e. the date of the sale, price paid
for
the shares, the terms of payment and the business nature of the
company at the time of the sale.

Item 5.  Directors, Executive Officers, Promoters and Control
Persons, page 9
15. Please disclose the number of hours per week and percentage of
time your sole officer and director will contribute to company
business.
16. Please provide the information required by Item 401(a)(3) and
(a)(4) of Regulation S-B
17. Your Articles of Incorporation indicate that there shall be
three
directors.  Please advise.

Item 7.  Certain Relationships and Related Transactions, page 10
18. Please provide the information required pursuant to Item
404(d)(1) of Regulation S-B, including the identification of the
company`s promoter(s).

Item 8.  Description of Securities, page 10
19. Your amended articles indicate that you are authorized to
issue
100,000,000 shares of common stock.  Please revise throughout.  In
addition, your articles do not indicate that you are authorized to
issue preferred shares, although the disclosure on page 11
suggests
you are.
20. The statement that the shares of common stock are "fully paid
and
non-assessable" is a legal conclusion that you are not qualified
to
make.  Either attribute this statement to counsel and file
counsel`s
consent to be named in this section, or delete it.

Part II

Item 4.  Recent Sales of Unregistered Securities, page 13
21. In the last paragraph under the subheading "Sales conducted
under
an exemption from registration provided under Section 4(2)," you
refer to a total of 2,840,000 shares outstanding.  Please confirm
this number.
22. Clarify the exact dates when the May 2004 was commenced and
completed.

Part F/S

Statement of Operations
23. Disclose the significant components of General and
Administrative
Expense on the face of the statement of operations or in a note
thereto.

Note 1 - History and Organization of the Company
24. Please revise to include a description of the nature of the
development stage activities in which the company is engaged.
Please
refer to SFAS 7 paragraph 12

Note 6- Stockholders` Equity
25. It appears to us that the pre stock split shares issued by the
company on August 13, 2002 should be revised to 400 consistent
with
your disclosures in Item 4 and elsewhere.

General
26. Please note the updating requirements for the financial
statements as set forth in Item 310 (g) of Regulation S-B.  Please
note that your Form 10-SB goes effective by lapse of time within
60
days of the date filed pursuant to Exchange Act Section 12(g)(1).
As
a result, your periodic reporting obligations commence upon your
filing on Form 10-SB becoming effective.

Part III

27. The amended articles filed as Exhibit 3.b are not signed or
dated.  Please file a validly executed and dated amendment to your
articles.
28. Please file the lease agreement between the company and SanAir
Products be filed as an exhibit.

Closing Comments

	As appropriate, please amend your registration statement in
response to these comments.  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 supplemental 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.

	Questions on accounting issues should be directed to Raj
Rajan
at (202) 942-1941.  Questions on disclosure issues may be directed
to
William A. Bennett at (202) 942-0135.

Sincerely,

John Reynolds, Assistant Director
Office of Emerging Growth Companies

</TEXT>
</DOCUMENT>