SecProbe.io

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                         [LETTERHEAD OF U.S. MICROBICS]}

                                  July 27, 2005

Mr. Yong Choi
Division of Corporate Finance
U.S. Securities & Exchange Commission
Washington, D.C. 20549

Re: U.S.Microbics, Inc.
File No. 0-14213
Form 10-KSB for fiscal year ended September 30, 2004

Dear Mr. Choi

This will acknowledge receipt of your letter of comment dated June 23, 2005,
with regard to the above referenced filings. Our responses, which follow your
comments, are in italics.

COMMENT:

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.

RESPONSE:

AS REQUIRED BY RULE 13A-15(D), THE COMPANY'S CHAIRMAN AND CHIEF FINANCIAL
OFFICER, ALSO CONDUCTED AN EVALUATION OF THE COMPANY'S INTERNAL CONTROLS OVER
FINANCIAL REPORTING TO DETERMINE WHETHER ANY CHANGES OCCURRED DURING THE FOURTH
FISCAL QUARTER THAT HAVE MATERIALLY AFFECTED, OR ARE REASONABLY LIKELY TO
MATERIALLY AFFECT, THE COMPANY'S INTERNAL CONTROL OVER FINANCIAL REPORTING.
THERE WERE NO SIGNIFICANT CHANGES IN THE COMPANY'S INTERNAL CONTROLS OR IN OTHER
FACTORS THAT COULD MATERIALLY AFFECTED OR ARE REASONABLE LIKELY TO MATERIALLY
AFFECT, THE COMPANY'S INTERNAL CONTROLS SUBSEQUENT TO THE DATE OF THE MOST
RECENT EVALUATION.

IT SHOULD BE NOTED THAT ANY SYSTEM OF CONTROLS, HOWEVER WELL DESIGNED AND
OPERATED, CAN PROVIDE ONLY REASONABLE, AND NOT ABSOLUTE, ASSURANCE THAT THE
OBJECTIVES OF THE SYSTEM WILL BE MET. IN ADDITION, THE DESIGN OF ANY CONTROL
SYSTEM IS BASED IN PART UPON CERTAIN ASSUMPTIONS ABOUT THE LIKELIHOOD OF FUTURE
EVENTS.

                                     "Bugs"
                          EEO / AA, Drug Free Workplace

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THE COMPANY WILL ENSURE THAT THIS IS DISCLOSED IN ITS FUTURE FILINGS.

COMMENT:

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.

RESPONSE:

WE ACKNOWLEDGE THE COMMENT AND WILL INCLUDE THE LANGUAGE CERTIFICATION FORM THAT
IS CONSISTENT WITH THE EXAMPLE PROVIDED IN INSTRUCTION 31 TO ITEM 601 OF THE
REGULATION S-K IN ALL FUTURE FILINGS.

COMMENT:

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

We noted you capitalized costs incurred for the placing letter 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 the Accounting Principles Board Opinion No. 21 INTEREST ON RECEIVABLES AND
PAYABLES, and Staff Accounting Bulletins Topic 5A EXPENSES OF OFFERING.

RESPONSE:

THE COSTS REPRESENT THE VALUE OF EQUITY INSTRUMENTS ISSUED TO FUSION IN
CONNECTION WITH THE REGISTRATION OF THE COMPANY'S MAJORITY OWNED SUBSIDIARY'S
COMMON STOCK

THE COSTS ARE DIRECTLY ATTRIBUTABLE TO OFFERING OF SECURITIES AND ACCORDINGLY
WERE DEFERRED. THE FAIR VALUE OF THE EQUITY INSTRUMENTS WERE ACCOUNTED FOR AS AN
INCREASE IN ADDITIONAL PAID IN CAPITAL. THE DEFERRED COSTS SHALL BE CHARGED
AGAINST THE GROSS PROCEEDS OF THE OFFERING.

THE COMPANY POLICY IS TO NOT CAPITALIZE ANY OPERATING EXPENSES (E.G., MANAGEMENT
SALARIES OR OTHER GENERAL AND ADMINISTRATIVE EXPENSES)

THE COMPANY BELIEVES ITS POLICY ACCOUNTING FOR CAPITALIZED COSTS INCURRED IN
CONNECTION WITH OFFERING OF EQUITY SECURITIES IS REASONABLE AND COMPLIES WITH
CURRENT ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE US.

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COMMENT:

Revenue recognition, page F-13
------------------------------

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.

RESPONSE:

THE COMPANY HAS REMEDIATION CONTRACTS WITH THE STATE OF SOUTH CAROLING WHICH ARE
BASED ON PAY FOR PERFORMANCE. PAY FOR PERFORMANCE REQUIRES TO COMPANY TO OBTAIN
CERTAIN REDUCTIONS IN THE LEVEL OF TOXIC SUBSTANCES IN THE MATERIAL BEING
TREATED PRIOR TO RECEIVING PAYMENT FOR REMEDIATION SERVICES PROVIDED. DURING THE
YEAR ENDED SEPTEMBER 30, 2004, $234,318 OR 56% FO THE COMPANY'S REVENUE CAME
FROM PAY FOR PERFORMANCE CONTRACTS. PAY FOR PERFORMANCE CONTRACTS ARE LONG-TERM
CONTRACTS COVERING A PERIOD OF 2-4 YEARS, AND THEREFORE THE COMPANY USES THE
PERCENTAGE COMPLETION METHOD FOR RECOGNIZING REVENUE.

THE REMAINING REVENUE OF $185,000 OR 44% CAME FROM CONSULTING CONTRACTS. REVENUE
FROM CONSULTING CONTRACTS IS RECOGNIZED AFTER THE CONSULTING SERVICES HAVE BEEN
PROVIDED AND AN INVOICE HAS BEEN SENT TO THE CUSTOMER.

THE DISCLOSURES WILL BE MADE IN ALL FUTURE FILINGS.

COMMENT:

Property and Equipment, page F-18
---------------------------------

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 you statement of cash
flows or supplemental disclosure of cash flow information.

RESPONSE:

THE PROPERTY AND EQUIPMENT WAS A COMPUTER SYSTEM WHICH WAS ACQUIRED WITH STOCK
AND THEREFORE WAS A NON-CASH TRANSACTION.

THE COMPANY WILL ADD THIS KIND OF TRANSACTION TO ADDITIONAL DISCLOSURES IN THE
CASH FLOW STATEMENT IN ALL FUTURE FILINGS.

COMMENT:

We note you 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 fourth under Rule 3-05 of Regulation S-X and separate financial
statements of this acquire are not required, provide detailed significance
calculations to support your position.

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RESPONSE:

THE INTEREST IS NOT IN AN ACQUISITION OF A BUSINESS ENTITY BUT ASSETS IN THE
FORM OF FOUR (4) PHYSICAL PURESAFE WATER STATIONS (WATER PURIFICATION SYSTEMS)
WHICH ARE PLANNED TO BE LEASED TO THIRD WORLD COUNTRIES TO PROVIDE A SAFE AND
CLEAN SOURCE OF DRINKING WATER.

THE COMPANY DOES NOT CONSIDER THE ACQUISITION OF THE PURESAFE WATER STATIONS TO
BE ASSETS AND NOT A BUSINESS AS DEFINED BY SEC RULES(1).

ACCORDINGLY, THE FINANCIAL STATEMENT REQUIREMENTS OF RULE 3-05 DOES APPLY.

THE COMPANY BELIEVES ITS POLICY ACCOUNTING FOR ASSET ACQUISITIONS IS REASONABLE
AND COMPLIES WITH CURRENT ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE US

COMMENT:

Form 10-QSB for fiscal Quarter to reflect the following.
--------------------------------------------------------

Controls and Procedures, page 18
--------------------------------

Please revise you disclosure to reflect the following:

     (a)  The paragraph (a) of Item 307 of Regulation S-K requires and
          evaluation of the disclosure controls and procedures to be performed
          "as of the end of the period" covered by the quarterly or annual
          report.

     (b)  Revise to clarify, if true, that you officers concluded that your
          disclosure controls and procedures are also effective to ensure that
          information required to be disclosed in the reports that you submit
          under the Exchange Act is accumulated and communicated to you
          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) for Item 307
          of the Regulation S-K.

----------
(1) RULE 11(D) OF REGULATION S-X.

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RESPONSE:

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

AS OF THE END OF THE PERIOD COVERED BY THIS QUARTERLY REPORT, WE CONDUCTED AN
EVALUATION, UNDER THE SUPERVISION AND WITH THE PARTICIPATION OF OUR CHIEF
EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER, OF OUR DISCLOSURE CONTROLS AND
PROCEDURES (AS DEFINED IN RULES 13A-15(E) OF THE EXCHANGE. BASED UPON THAT
EVALUATION, THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER CONCLUDED
THAT THE COMPANY'S DISCLOSURE CONTROLS AND PROCEDURES WERE EFFECTIVE, AS OF THE
DATE OF THEIR EVALUATION, FOR THE PURPOSES OF RECORDING, PROCESSING, SUMMARIZING
AND TIMELY REPORTING MATERIAL INFORMATION REQUIRED TO BE DISCLOSED IN REPORTS
FILED BY THE COMPANY UNDER THE SECURITIES EXCHANGE ACT OF 1934.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

AS REQUIRED BY RULE 13A-15(D), THE COMPANY'S CHAIRMAN AND CHIEF FINANCIAL
OFFICER, ALSO CONDUCTED AN EVALUATION OF THE COMPANY'S INTERNAL CONTROLS OVER
FINANCIAL REPORTING TO DETERMINE WHETHER ANY CHANGES OCCURRED DURING THE FISCAL
QUARTER THAT HAVE MATERIALLY AFFECTED, OR ARE REASONABLY LIKELY TO MATERIALLY
AFFECT, THE COMPANY'S INTERNAL CONTROL OVER FINANCIAL REPORTING. THERE WERE NO
SIGNIFICANT CHANGES IN THE COMPANY'S INTERNAL CONTROLS OR IN OTHER FACTORS THAT
COULD MATERIALLY AFFECTED OR ARE REASONABLE LIKELY TO MATERIALLY AFFECT, THE
COMPANY'S INTERNAL CONTROLS SUBSEQUENT TO THE DATE OF THE MOST RECENT
EVALUATION.

IT SHOULD BE NOTED THAT ANY SYSTEM OF CONTROLS, HOWEVER WELL DESIGNED AND
OPERATED, CAN PROVIDE ONLY REASONABLE, AND NOT ABSOLUTE, ASSURANCE THAT THE
OBJECTIVES OF THE SYSTEM WILL BE MET. IN ADDITION, THE DESIGN OF ANY CONTROL
SYSTEM IS BASED IN PART UPON CERTAIN ASSUMPTIONS ABOUT THE LIKELIHOOD OF FUTURE
EVENTS.

THE COMPANY WILL BE ENSURE THAT THIS IS DISCLOSED IN ITS FUTURE FILINGS

The Company acknowledges 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 proceedings
initiated by the commission or any person under the federal securities laws of
the United States.

This response letter has been reviewed by our auditors. You may contact the
undersigned if you have any questions at (760) 918-1860 x111.

Yours truly,

U.S. Microbics, Inc.

/s/ Conrad Nagel
-----------------------------
Conrad Nagel
Chief Financial Officer

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