Mail Stop 6010

      September 1, 2005

Mr. Claude Imbleau
President, CEO, CFO
Transbotics Corporation
3400 Latrobe Drive
Charlotte, NC 28211

      Re:	Transbotics Corporation
Form 10-KSB for the Fiscal Year Ended November 30, 2004
Forms 10-QSB for the Fiscal Quarters Ended February 28, 2005 and
May
31, 2005
		File No. 000-18253

Dear Mr. Imbleau:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your Form
10-
KSB for the Fiscal Year Ended November 30, 2004 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 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.
Form 10-KSB for the Fiscal Year Ended November 30, 2004

Item 8A. Controls and Procedures, page 10

1. We note your statement that the chief executive officer has
concluded that the company`s disclosure controls and procedures
are
effective "except as discussed below."  Given the exceptions
noted,
it remains unclear whether your chief executive officer has
concluded
that your disclosure controls and procedures are effective.
Please
revise to state, in clear and unqualified language, the
conclusions
reached by your chief executive officer on the effectiveness of
your
disclosure controls and procedures.  For example, if true, you can
state that your disclosure controls and procedures are effective
including consideration of the identified matters, so long as you
provide appropriate disclosure explaining how the disclosure
controls
and procedures were determined to be effective in light of the
identified matters.  Or, if true, you can state that given the
identified matters, your disclosure controls and procedures are
not
effective.  You should not, however, state the conclusion in your
current disclosure, which appears to state that your disclosure
controls and procedures are effective except to the extent they
are
not effective.

Exhibit 13 - Annual Report 2004

Management`s Discussion and Analysis, page 4

Liquidity and Capital Resources, page 9

2. In your November 30, 2003 Annual Report, you disclosed that you
signed a ten year Master License Agreement with Netzler & Dahlgren
in
November 1995 to purchase certain products at stipulated prices,
and
that in November 2000, you renegotiated the agreement and extended
it
for ten years.  Please tell us and revise the MD&A discussion and
the
commitment and contingencies footnote to disclose the amount of
any
material future inventory purchase commitments and any other
significant obligations to Netzler & Dahlgren.


Notes to Financial Statements

Note 1. Nature of Business and Summary of Significant Accounting
Policies, page 18

Revenue Recognition, page 18

3. On page 18 of the Annual Report, you state that revenues from
commercial product sales are recognized upon shipment.  Please
tell
us and revise to disclose any significant acceptance provisions or
rights of return related to your commercial products and how these
terms impact your revenue recognition.

4. We note that you provide engineering, training and installation
services along with sales of both types of your products.  Please
tell us and revise your filing to disclose the nature of these
services and your accounting for the services and associated
costs.
Discuss how your accounting for these arrangements complies with
SAB
104 and EITF 00-21.

5. We note in Note 10 on page 26 that you entered into an
Equipment
Purchase and Installation Contract with a major customer for
approximately $1,450,000 for two AGV systems.  We note that the
customer has the right to cancel the contract, the right to have
the
equipment removed at no expense to the customer and the right to a
full refund of the purchase price should acceptance not occur
within
six months after delivery.  Please tell us how you have accounted
for
the revenue on this contract and related costs, and quantify for
us
any significant revenue or deferred costs related to this contract
as
of November 30, 2004.  Tell us how the substantial acceptance
criteria relating to this contract has impacted your revenue
recognition on this contract.

Form 10-QSB for the Fiscal Quarter Ended May 31, 2005

Condensed Statements of Cash Flows, page 6

6. Please clarify to us the activity during the six months ended
May
31, 2005 relating to your notes payable.  The statement of cash
flows
shows principal payments on long-term borrowings of $646 for the
period.  However, your disclosures in Note D and also on page 14
indicate that you no longer have any amounts outstanding on your
bank
line of credit.  Tell us when you paid down the outstanding
balance
on the line of credit.  Also, tell us why the payment on this line
of
credit is not reflected on your statement of cash flows.

Notes to Condensed Financial Statements

Condensed Statements of Operations, page 5

7. We note that you only present one figure for weighted average
number of common shares outstanding.  It does not appear that you
have presented the diluted weighted average number of common
shares
outstanding.  Please revise future filings to disclose the diluted
weighted average number of common shares outstanding.  In
addition,
revise the notes to the condensed interim financial statements in
future filings to provide a reconciliation of the numerator and
denominator in determining your earnings (loss) per share and all
other disclosures as required by paragraphs 40 and 41 of SFAS 128.

Item 3.  Controls and Procedures, page 15

8. We note your disclosure that you have taken corrective action
to
address the material weakness identified in previous periods "by
hiring an external accountant to review the work prepared by the
CEO
and adopting an internal procedure requiring independent review
and
verification by this external accountant of the preparation of the
financial reports information."  Please confirm to us that the
external accountant referred to is not your independent registered
public accounting firm.  Please also clarify this disclosure in
future filings.

      As appropriate, please amend your Form 10-KSB for the Fiscal
Year Ended November 30, 2004 and respond to these comments within
10
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 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 Tom Dyer, Staff Accountant, at (202) 551-
3641
or Kevin Vaughn, Reviewing Accountant, at (202) 551-3643 if you
have
questions regarding comments on the financial statements and
related
matters.  In this regard, do not hesitate to contact me at (202)
551-
3327.


      Sincerely,


      Michele Gohlke
      Branch Chief
??

??

??

??

Mr. Claude Imbleau
Transbotics Corporation
September 1, 2005
Page 1