SecProbe.io

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                             RICHARDSON & PATEL LLP
                            10900 WILSHIRE BOULEVARD
                                    SUITE 500
                          LOS ANGELES, CALIFORNIA 90024
                            TELEPHONE (310) 208-1182
                               FAX (310) 208-1154

                               September 30, 2004

VIA EDGAR CORRESPONDENCE & FACSIMILE
------------------------------------

Division of Corporate Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Mail Stop 04-04
Washington, D.C. 20549-0404
Attn: Mark Austin

                  RE:      SUB SURFACE WASTE MANAGEMENT OF DELAWARE, INC.
                           FORM SB-2FILED AUGUST 6, 2004
                           FILE NO. 333-117994

Dear Mr. Austin:

         On behalf of Sub Surface Waste Management of Delaware, Inc. (the
"Company"), we hereby transmit by EDGAR pursuant to Rule 101(a) of Regulation
S-T, our responses to the Commission's letter, dated September 3, 2004, in
connection with the Commission's review of the Company's Registration Statement
on Form SB-2 filed on August 6, 2004 (the "Registration Statement"). For the
convenience of the staff, each comment is repeated verbatim with the Company's
response immediately following.

GENERAL
-------

1. Please update your disclosure as of the most recent practicable date.

         RESPONSE: We have revised our disclosures as of the most recent
         practicable date, including updating our financial statements as
         required by Item 310(g) of Regulation S-B.

2. We note that during the term of the equity line agreement, Fusion has the
ability, in its discretion, to convert any or all of the bridge loan to common
shares and exercise warrants for common shares that are being registered for
resale on this registration statement. Note that we believe that agreements that
give investors the right to acquire additional securities at the same time or
after the issuer exercises its "put" may give investors the ability to make
investment decisions that render the investor not irrevocably bound and the
transaction incomplete. SEE March 31, 2001 update to our Current Issues Outline.
Please tell us what consideration you have given to this issue. We may have
additional comments upon review of your response.

<PAGE>

Division of Corporate Finance
Securities and Exchange Commission
Attn: Mark Austin
September [____], 2004
Page 2

         RESPONSE: The warrants were issued concurrently with the execution of
         the common stock purchase agreement and loan agreement, respectively,
         and prior to the Company filing the Registration Statement. In
         addition, the warrants contain customary terms, such as a fixed
         exercise price, and do not represent another security disguised as
         warrant. The Company believes that Fusion Capital's investment decision
         was made prior to the Company filing the Registration Statement,
         specifically at the time it entered into the common stock purchase
         agreement and the loan agreement. Moreover, that the Company does NOT
         believe that the warrants render Fusion Capital not irrevocably bound
         nor the transaction incomplete.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
-------------------------------------------------

3. Please revise your disclosure to eliminate the reference to the safe harbor
provisions of the Private Securities Litigation Reform Act, as they do not apply
to forward-looking statements by issuers of penny stock. Please make similar
revisions on page 38.

         RESPONSE: We have revised the Registration Statement to eliminate the
         references to the safe harbor provisions of the Private Securities
         Litigation Reform Act.

SUMMARY INFORMATION, page 1
--------------------

4. We note that you are registering for resale a total of 9,800,000 shares on
behalf of Fusion Capital. Please revise your disclosure to provide a breakdown
of how many Commitment Shares, Warrant Shares and Purchase Shares you are
registering pursuant to the Registration Rights Agreement with Fusion Capital.

         RESPONSE: We have revised the Registration Statement to disclose a
         breakdown of how many Commitment Shares, Warrant Shares and Purchase
         Shares the Company is registering pursuant to the Registration Rights
         Agreement with Fusion Capital.

RISK FACTORS, page 3
-------------

5. Several of your risk factors include the phrases "there can be no assurance"
or "we cannot assure you." The real risk is that the event will happen, not your
inability to assure the reader. Please revise so that the significant,
underlying risk to the Company and its investors is clear.

<PAGE>

Division of Corporate Finance
Securities and Exchange Commission
Attn: Mark Austin
September [____], 2004
Page 3

         RESPONSE: We have revised the risk factors to clarify the actual risks
         to investors.

THE SALE OF OUR COMMON STOCK TO FUSION CAPITAL MAY CAUSE DILUTION, page 9
-----------------------------------------------------------------

6. Please revise your disclosure to state that by periodically selling shares
into the market, Fusion Capital could sell more than 9.9% of your outstanding
shares.

         RESPONSE: We have revised the risk factors to disclose that Fusion
         Capital could sell more than 9.9% of our outstanding shares of common
         stock.

7. Please also revise this risk factor to clarify that there may be substantial
dilution to existing shareholders in the event your stock price declines and you
are required to issue more shares than estimated to raise funds under the equity
line.

         RESPONSE: We have revised the risk factor to discuss the possibility of
         substantial dilution to existing shareholders in the event our stock
         price declines and the Company elects in its sole discretion to issue
         more shares under the equity line than estimated in the Registration
         Statement. We have clarified that the Company is not required to issue
         or register more shares under the common stock purchase agreement.

THE MARKET PRICE OF OUR COMMON SHARES IS PARTICULARLY VOLATILE, page 11
--------------------------------------------------------------

8. We note the disclosure in the first paragraph of this risk factor regarding
acceptance of your proprietary technology as a viable method of augmenting the
immune response of clearing viruses and toxins from human blood. However, we do
not see a corresponding discussion in the Description of Business section.
Please revise or advise.

         RESPONSE: The reference to our proprietary technology "as a viable
         method of augmenting the immune response" was an error and does not
         apply to this Company. We have revised the risk factor to correctly
         discuss how the volatility in the price of our common shares may be
         affected by certain factors specific to our Company.

USE OF PROCEEDS, page 14
----------------

9. Please revise this section to provide more specificity with regard to your
intended use of proceeds.

<PAGE>

Division of Corporate Finance
Securities and Exchange Commission
Attn: Mark Austin
September [____], 2004
Page 4

RESPONSE: The Company cannot anticipate the amount of proceeds it will receive
from the sale of the shares to Fusion Capital under the common stock purchase
agreement because it will depend on the market price at the time the shares are
sold to Fusion Capital. However, we have revised the Registration Statement to
disclose that we may use up to $300,000 of our proceeds to purchase capital
equipment, up to $500,000 for capital to increase the Company's technical
services capability and that the remainder will be used working capital and
general corporate purposes. In addition, we have revised the Registration
Statement to disclose that although, we may receive up to $6.0 million from the
sale of our common stock under the common stock purchase agreement, we are only
registering 5,700,000 shares. Accordingly, we can only receive proceeds from the
sale of up to 5,700,000 shares, which is dependent on the market price of our
shares, unless we file a new Registration Statement, which we have the right but
not the obligation to do, and have it declared effective by the SEC.

10. Please revise your disclosure to clearly state the amount and use of
proceeds that you expect to raise in this offering pursuant to the Purchase
Shares that are being registered assuming various market prices. Please consider
using a tabular format.

         RESPONSE: As stated in response number 9, the Company cannot anticipate
         the amount of proceeds it will receive from the sale of the shares to
         Fusion Capital under the common stock purchase agreement because it
         will depend on the market price at the time the shares are sold to
         Fusion Capital. We have revised the Registration Statement to disclose
         our use of proceeds with more specificity. In addition, we have revised
         the table in the section "The Fusion Transaction - PURCHASE OF SHARES
         UNDER THE COMMON STOCK PURCHASE AGREEMENT," to disclose the amount of
         proceeds that we may raise by selling the shares being registered
         assuming various market prices and have included a cross-reference to
         that table under the Use of Proceeds.

11. Please also disclose that in order to receive any additional advances under
the equity line, beyond what you receive upon the sale of the shares currently
being registered, you will have to file a new registration statement.

         RESPONSE: We have revised the Registration Statement to disclose that
         we must file a new Registration Statement in order to sell shares,
         beyond the shares currently being registered, under the equity line.

THE FUSION TRANSACTION, page 15
-----------------------

12. Please revise your disclosure to state, if true, that Fusion Capital intends
to promptly sell any shares received pursuant to the Common Stock Purchase
Agreement.

<PAGE>

Division of Corporate Finance
Securities and Exchange Commission
Attn: Mark Austin
September [____], 2004
Page 5

         RESPONSE: After the Company's discussion with Fusion Capital, it is not
         our understanding that Fusion Capital intends to promptly sell the
         shares purchased pursuant to the Common Stock Purchase Agreement.

13. Please revise your disclosure to clarify, based on a recent market price and
the number of Purchase Shares that you are registering, the maximum amount that
you will be able to raise pursuant to shares registered on this registration
statement. Please also disclose that to raise additional amounts under the
Common Stock Purchase Agreement, you will need to file a new registration
statement.

         RESPONSE: We have revised the Registration Statement to disclose the
         maximum amount of money that we will be able to raise pursuant to the
         sale of the shares registered on this Registration Statement, based on
         a recent market price and the number of shares currently being
         registering.

14. We note that your agreement with Fusion Capital states that in the Company
will not effect any sale that would cause Fusion or its affiliates to own in
excess of 9.9% of your outstanding common stock. Please note that the
determination of affiliate status is not based upon any "bright-line" test
regarding percentage ownership.

         RESPONSE: We are aware that the determination of affiliate status is
         not based upon any "bright-line" test regarding percentage ownership.

15. We note that you estimate the maximum number of shares that you will sell to
Fusion Capital under the Common Stock Purchase Agreement is 12 million shares,
assuming Fusion purchases all $6.0 million of common stock. Please revise this
disclosure based on recent share prices.

         RESPONSE: We have revised the disclosure to reflect that the company is
         registering 5,700,000 shares under the common stock purchase agreement.
         The Company does not anticipate registering more shares thereunder.
         However, the Company does have the right, but not the obligation, to
         register more shares under the common stock purchase agreement.

16. We note that in the event the 9.9% limitation is reached, Fusion would still
be obligated to pay $12,500 on each trading day, unless the common stock
purchase agreement is suspended. Please revise your disclosure to discuss how
and when Fusion will receive its shares once its ownership position falls below
the 9.9% threshold. We note the statement in Section 1(d)(1) of the equity line
agreement and on page 15 of the prospectus that if Fusion reaches the 9.9%
limitation and then subsequently falls below it. Fusion will have the "right" to
acquire additional shares. Revise your disclosure to discuss this right,
including for example, what Fusion has to do to exercise it. Also explain
whether this means that Fusion has the right to purchase shares in consideration
for amounts that it paid during periods when it was above the 9.9% threshold. We
may have additional comments upon review of your response.

<PAGE>

Division of Corporate Finance
Securities and Exchange Commission
Attn: Mark Austin
September [____], 2004
Page 6

         RESPONSE: We have revised the Registration Statement to discuss Fusion
         Capital's rights, and the applicable procedures, if the Company sells
         shares under the equity line during periods when Fusion beneficial
         ownership exceeds the 9.9% threshold.

17. Supplementally advise us why you are registering the Commitment Shares when
Section 4(f) of the Common Stock Purchase Agreement appears to prohibit sales of
such securities for a period of two years.

         RESPONSE: The Commitment Shares may be sold by Fusion Capital if an
         event of default occurs or if the common stock purchase agreement is
         terminated.

NO VARIABLE PRICES FINANCINGS, page 18
------------------------------

18. Please revise your disclosure to define the terms "variable priced equity"
and "variable priced equity-like securities."

         RESPONSE: We have revised the disclosure to reference examples of
         "variable priced equity" and "variable priced equity-like securities,"
         such as securities which (i) are convertible into or exchangeable for
         an indeterminate number of shares of common stock, (ii) are convertible
         into or exchangeable for common stock at a price which varies with the
         market price of the common stock, (iii) directly or indirectly provide
         for any "re-set" or adjustment of the purchase price, conversion rate
         or exercise price after the issuance of the security, or (iv) contain
         any "make-whole" provision based upon, directly or indirectly, the
         market price of the common stock after the issuance of the security, in
         each case, other than reasonable and customary anti-dilution
         adjustments for issuance of shares of common stock at a price which is
         below the market price of the common stock.

SELLING SECURITY HOLDERS, page 19
-------------------------

19. Please supplementally identify any selling shareholders who are
broker-dealers, or affiliates of broker-dealers. For each selling shareholder
that is a broker dealer, revise your disclosure to state that they ARE
underwriters. If any of the selling shareholders are affiliates of
broker-dealers please state, if true, that they:

         -        purchased in the ordinary course of business; and

<PAGE>

Division of Corporate Finance
Securities and Exchange Commission
Attn: Mark Austin
September [____], 2004
Page 7

         -        at