SecProbe.io

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								June 23, 2005

Mr. Conrad Nagel
Principal Accounting Officer
U.S. Microbics, Inc.
6451-C El Camino Real
Carlsbad, CA 92009

	Re:	U.S. Microbics, Inc.
		Form 10-KSB for Fiscal Year Ended September 30, 2004
Filed March 17, 2005
		Form 10-QSB for Fiscal Quarter Ended March 31, 2005
      Filed May 24, 2005
		File No. 0-14213

Dear Mr. Nagel:

      We have reviewed your filings and have the following
comments.
We have limited our review of your filings to those issues we have
addressed in our 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 information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.  The
page numbers referenced below correspond to those utilized in your
filing.

	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 September 30, 2004

Controls and Procedures, page 32

1. Please indicate whether there were any changes to internal
controls
over financial reporting. Please refer to paragraph (c) of Item
307 of
the Regulation S-K.

Exhibit 31.1 and 31.2

2. Please use the language in the certification form that is
consistent with the example provided in Instruction 31 to Item 601
of
the Regulation S-K.

Consolidated Statements of Deficiency in Stockholders` Equity,
page F-
6

3. We note you capitalized costs incurred for placing letters of
credit and commitment and due diligence fees to be paid to Fusion
associated with the common stock purchase agreement. Please tell
us
why these costs were capitalized and recorded in the Additional
Paid-
in-Capital account. Please tell us the accounting literature you
considered, including whether you considered paragraph 16 of
Accounting Principles Board Opinion No. 21 Interest on Receivables
and
Payables, and Staff Accounting Bulletins Topic 5A Expenses of
Offering.

Revenue Recognition, page F-13

4. Please include a discussion on how you account for revenues
generated from licensing arrangements and pay-for-performance
services. Tell us the percentage of total revenues that represents
revenues generated from these types of services.

Property and Equipment, page F-18

5. We note the net increase in your Property and Equipment account
balance from fiscal year 2003 to fiscal year 2004.  Please tell us
why
the activities in your Property and Equipment account have not
been
reflected in your statement of cash flows or supplemental
disclosure
of cash flow information.

Minority Interest, page F-28

6. We note your acquisition of 50% interest in four PureSafe Water
Stations. It appears this acquisition is significant as defined by
Rule 1-02(w) of Regulation S-X. As such, a Form 8-K that includes
the
historical financial statements of the business acquired, as well
as
related pro forma financial statements, should have been filed.
To
the extent you believe you have not met any of the conditions set
forth under Rule 3-05 of Regulation S-X and separate financial
statements of this acquiree are not required, provide detailed
significance calculations to support your position.

Form 10-QSB for Fiscal Quarter Ended March 31, 2005

Controls and Procedures, page 18

7. Please revise your disclosure to reflect the following:

a. The paragraph (a) of Item 307 of the Regulation S-K requires an
evaluation of the disclosure controls and procedures to be
performed
"as of the end of the period" covered by the quarterly or annual
report, rather than "as of a date within 90 days of the filing
date"
of the quarterly or annual report.
b. Revise to clarify, if true, that your officers concluded that
your
disclosure controls and procedures are also effective to ensure
that
information required to be disclosed in the reports that you file
or
submit under the Exchange Act is accumulated and communicated to
your
management to allow timely decisions regarding required
disclosure.
Please refer to Exchange Act Rule 13a-15(e).
c. Please indicate whether there were any changes to internal
controls
over financial reporting. Please refer to paragraph (c) of Item
307 of
the Regulation S-K.

Closing Comments

       As appropriate, please amend your filing 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 Yong Choi, Staff Accountant at (202) 551-3758 or
Kim
Calder, Assistant Chief Accountant at (202) 551-3701 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3684 with any other
questions.

								Sincerely,

								April Sifford
								Branch Chief

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Mr. Nagel
U.S. Microbics, Inc.
June 23, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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