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                       SICHENZIA ROSS FRIEDMAN FERENCE LLP
                  1065 AVENUE OF THE AMERICAS NEW YORK NY 10018
          TEL 212 930 9700    FAX 212 930 9725    EMAIL: INFO@SRFF.COM

                                                     July 29, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Attn:  Mr. Brian Casclo
       Mr. Gary Todd
       Mr. Patrick Enunwaonye

         Re:   Advanced Optics Electronics, Inc.
               Form 10-KSB for the fiscal year ended  December  31, 2004
               File No. 000-24511
               ------------------

Ladies and Gentlemen:

      We are special  counsel to Advanced  Optics  Electronics,  Inc.,  a Nevada
corporation (the "Company").  This letter responds to your letter dated June 28,
2005, relating to comments of the Staff in connection with the  above-referenced
submission.

      The  responses  to the  Staff's  comments  are  numbered  to relate to the
corresponding  comments in your letter.  Where applicable,  the revised pages or
sections  of the Form  10-KSB have been  referenced.  Also filed  herewith is an
amended  Form 10-KSB to include the  revisions  set forth below and in our prior
correspondence.

Form 10-Ksb for the Year December 31, 2004
------------------------------------------

GENERAL

      1. Please provide the amended Form 10-KSB referred to in your cover letter
      for our review.  Please also consider the following additional comments in
      preparing the revised document.

      RESPONSE:   The  draft  Form  10-KSB/A  is  attached  with  revision  tags
      indicating changes. All changes are additions. There are no deletions from
      the filed 10-KSB.

<PAGE>

Securities and Exchange Commission
July 28, 2005
Page 2 of 11

      The following  cross  references our responses and where they can be found
      in the draft 10-KSB/A.

A.    THE FOLLOWING KEYS OUR RESPONSES TO YOUR INITIAL  COMMENT LETTER DATED MAY
      5, 2005, THAT WERE  PREVIOUSLY  INCLUDED IN OUR RESPONSE LETTER DATED JUNE
      15, 2005:

      1.    Response  to  comment  1  (Consolidation)  can be  found  in Item 6.
            Management  Discussion & Analysis  section and portions are repeated
            in the  "Liquity  and Capital  Resources"  section  for  purposes of
            clarity. (see pages 13-15 and 19-20)

      2.    Response to comment 2 (Biomoda FDA approval) can be found in Item 6.
            Management  Discussion & Analysis section under a new heading called
            "Biomoda  Product  Development and Regulatory  Strategy" on pages 15
            and 16.

      3.    Response  to comment 3 (Plan of  Operation)  can be found in Item 6.
            Management Discussion & Analysis section under Results of Continuing
            Operations on page 20.

      4.    Response to comment 4 (Contract) can be found in Item 6.  Management
            Discussion & Analysis section under Results of Continuing Operations
            on page 21.

      5.    Response to comment 5 (Results of  Operations)  can be found in Item
            6.  Management  Discussion  &  Analysis  section  under  Results  of
            Continuing Operations on page 22.

      6.    Response to comment 6  (Debenture  gain & loss) can be found in Item
            6.  Management  Discussion & Analysis  section  under  Liquidity and
            Capital Resources on page 19.

      7.    Response to comment 7 (Controls) can be found in Item 8A on page 25.

      8.    Response to comment 8, (Report from Biomoda's auditors) can be found
            after Advanced Optics  Electronics,  Inc.'s financial  statements at
            the end of the 10-KSB.

      9.    Response to comment 9 (Biomoda products) can be found on page F-9 of
            Advanced Optics  Electronics,  Inc.'s financial  statements footnote
            #1, and in 10-KSB Item 6. Management  Discussion & Analysis  section
            under "Biomoda Product Development and Regulatory Strategy" section,
            page 16.

      10.   Response  to  comment  10  (Patents)  can be found  on page  F-19 of
            Advanced Optics  Electronics,  Inc.'s financial  statements footnote
            #3, Patents.

      11.   Response  to comment 11  (Investment  in  GenoMed)-see  response  to
            comment 9 below.

      12.   Response  to  comment  12 (  Investment)  can be  found  in  Item 6.
            Management  Discussion  &  Analysis  under  "Liquidity  and  Capital
            Resources" section on page 18.

      13.   Response to comment 13 (Consolidation)  can be found on page F-21 of
            Advanced Optics Electronics,  Inc.'s financial statements footnote #
            7.

<PAGE>

Securities and Exchange Commission
July 28, 2005
Page 3 of 11

      14.   Response  to  comment 14  (Debentures)  can be found on page F-24 of
            Advanced Optics Electronics,  Inc.'s financial statements footnote #
            9.

      15.   Response to comment 15  (Issuance  detail) can be found on page F-26
            of Advanced Optics Electronics, Inc.'s financial statements footnote
            # 11.

      16.   Response to comment 16  (Services  detail) can be found on page F-26
            of Advanced Optics Electronics, Inc.'s financial statements footnote
            # 11.

      17.   Response  to  comment 17  (Impairment)  can be found on page F-31 of
            Advanced Optics Electronics,  Inc.'s financial statements footnote #
            12.

      18.   Response  to  comment 18  (litigation)  can be found on page F-33 of
            Advanced Optics Electronics,  Inc.'s financial statements footnote #
            13.

      19.   Response to comment 19 (Litigation  settlement) can be found on page
            F-33 of Advanced Optics  Electronics,  Inc.'s  financial  statements
            footnote # 13.

Item 6. Management's  Discussion and Analysis of Financial Condition and Results
of Operations, pages 13-24

      2. We refer to response to comment 3.  Confirm  that the monthly cash burn
      totaling  $170,000  includes both Advanced Optics and Biomoda.  Otherwise,
      please expand to address the cash requirements of both businesses.

      RESPONSE:  This  corrected  paragraph will be in the Results of Continuing
      Operations section page 21-

As of March 31, 2005, The Company had a marketable  securities  portfolio valued
at  $1,935,050.  The  Companies'  combined  monthly  burn-rate is  approximately
$215,000.  This represents  approximately  nine months of operating  funds.  The
Company is actively pursuing  potential  financing options as it looks to secure
additional funds to both stabilize and grow its business operations.  Management
will review any financing  options at its disposal and will judge each potential
source of funds on its  individual  merits.  There can be no assurance  that the
Company will be able to secure  additional funds from debt or equity  financing,
or if they can,  that it will be on terms  favorable  to the Company or existing
stockholders.

RESULTS OF CONTINUING OPERATIONS

LOSS ON CONTRACT, PAGE 21

      3. Please expand the proposed  disclosure to also clarify why you were not
      able to successfully complete the project. Describe the underlying factors
      leading to the cost overruns and ultimate cancellation of the project.

      RESPONSE:  The following  sentence will be inserted in Item 6.  Management
      Discussion & Analysis  section under  Results of Continuing  Operations on
      page 21.

<PAGE>

Securities and Exchange Commission
July 28, 2005
Page 4 of 11

The  cancellation  of the contract to purchase two signs was  negotiated  to the
satisfaction  of both parties and  memorialized  in a Settlement  Agreement  and
Mutual Release.

Although the contract to purchase two signs has been  canceled  through a mutual
agreement, we are pursuing other potential customers.  Therefore, we continue to
work on completing  this initial sign and the  associated  development  work. We
currently employ five full time assemblers and technicians that are engaged full
time in assembly of PC Boards.  We intend to complete 12 panels that will create
a two meter by one and one half meter sign in the next 30 days.  We are  working
out  issues of  electrical  power and  distribution.  We are in the  process  of
addressing cooling and weather-proofing.

We have engaged contract engineering firms as consultants and have done $170,000
amount of consulting on this project over the past two years.

The underlying factors related to cost overruns associated with the project are:
faulty parts from suppliers;  inadequate  transition  documentation;  changes in
engineering  staff;  manufacturing  and  assembly  problems  both  internal  and
outsourced

The Company has continued to build the panel begun under the above  contract and
expects  to  complete  the first 2 meter by 3 meter  sign by the 4th  quarter of
2005.

OPERATING EXPENSES, PAGE 22

      4. We see your  response to comment 5;  however,  you should  provide some
      discussion of changes in the components of operating expenses.  You should
      clarify how your  expenditures  are  contributing  to  achievement of your
      business plan,  including discussion of substantive reasons for changes in
      the components of expenses from period to period. That is, your disclosure
      should  describe  the  business  reasons  for  changes in the  amounts and
      components of operating expenses from period to period.

RESPONSE:  The following will be added to the Operating Expenses section on page
22-

Asset impairment and expensing of inventory increased by approximately  $395,000
as there were no such items in 2003. Asset impairment includes removing from the
balance sheet investments in the stock of Beaver Information Technology, Inc., a
foreign  corporation,  of $273,000 and Electronic  Film Market Online,  Inc., of
$88,000.

General and  administrative  expense  decreased by $806,000  from  $2,300,000 to
$1,493,000,  primarily  from  significant  reductions  in  public  and  investor
relations,  consulting and marketing  expense in Advanced Optics.  This decrease
was of a non-cash nature in the form of stock for services in both years

Payroll and related expense decreased by $436,000 due to  administrative  salary
decreases in Advanced Optics of $287,000 and non-recurring officers compensation
of $149,000 in

<PAGE>

Securities and Exchange Commission
July 28, 2005
Page 5 of 11

Biomoda in 2003.  Research and development costs increased by $548,000.  Biomoda
R&D  increased  by  $387,000,  primarily  because of an  increase of $274,000 in
applicable  payroll costs and  approximately  $100,000 in consulting  fees.  The
Advanced Optics increase of $161,000 was due to greater  expenditures for design
and engineering consulting.

     5. As a related matter,  to the extent  necessary for an  understanding  of
     your operating  results and progress on business plans,  you should provide
     disaggregated  discussion  for the two  separate  and  distinct  businesses
     included in your financial statements.

RESPONSE:  The following  will be added to the Results of  Continuing  Operating
section under Biomoda, Inc. on page 23-

Operating  expenses  increased  by $406,047 or 134% to $708,380  during the year
ended  December 31, 2004  compared to $302,333  for the year ended  December 31,
2003.  This was due to  $127,000  in  increased  payroll  and  taxes,  a $98,000
increase  in   professional   fees  and  a  $181,000   increase  in  non-payroll
administrative and research and development costs.

General and  administrative  expenses  consist of  expenses  for  executive  and
administrative personnel, facilities,  professional services, travel and general
corporate activities.  General and administrative costs decreased to $106,139 in
2004 from $182,434 in 2003 due to decreases in salary expense. We expect general
and  administrative  costs to increase in the future as our business matures and
develops.

      6. We note  your  responses  to  prior  comments  6 and 14;  however,  the
      derivation  of the  gain  in 2003  and  loss  in  2004  on  conversion  of
      debentures  continues to be unclear.  Provide us a schedule  demonstrating
      the  detailed  calculation  of the gain and  loss.  Explain  the  terms of
      conversion  and show us how the number of shares issued  conforms to those
      terms.

RESPONSE:  In 2003 we settled and closed on two outstanding  debenture accounts.
These were two separate holders and entities that purchased  debentures together
under similar  agreements and instruments.  The value of the common stock issued
under the  conversion  term of the debenture was less than the carrying value of
the debt. The difference was a gain of $40,171.

In 2004 we proceeded to address another  debenture with a different holder under
a different  agreement and terms. We issued  103,000,000 shares of common stock.
The value of the common stock issued under the conversion term of this debenture
was more than the carrying  value of the debt.  The difference was recorded as a
loss of $620,730.

FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, PAGE F-6

<PAGE>

Securities and Exchange Commission
July 28, 2005
Page 6 of 11

ORGANIZATION AND NATURE OF OPERATIONS, PAGE F-8

      7.    We  presume   that  the  Form   10-KSB  will   include   information
            substantially  similar to that in the  response to comment 9. Please
            confirm.

RESPONSE:  We added the same  information  to that in the response to comment 9,
under Item 6.  Management  Discussion  & Analysis,  under a new  section  called
"Biomoda Product Development and Regulatory Strategy", pages 16 through 18.

NOTE 3.  PATENTS (INTANGIBLE ASSETS), PAGE F-19
-----------------------------------------------

      8.    We  refer to prior  comment  10.  We  understand  that the  carrying
            amounts for patents might change if you incur additional legal fees;
            however,  the Form 10-KSB  should  present all relevant  disclosures
            required by SFAS 142. Please expand.

RESPONSE: The following will be added to Patent section page F-19-

Amortization  expense  for the  Company's  intangible  assets over the next five
fiscal  years is  estimated  to be:  2005-$13,527,  2006-$13,527,  2007-$13,527,
2008-$13,527 and 2009-$13,527.

NOTE 5. INVESTMENT IN GENOMED, INC., PAGE F-21
----------------------------------------------

      9.    We refer to the response to comment 11. As set for the in footnote 2
            to SFAS 115 a restricted  security becomes subject to the marketable
            securities  accounting  guidance when the restriction  lapses within
            one year.  It  appears  that you were  within  that one window as of
            December  31, 2004.  Either  revise the 10-K for 2004 to account for
            the investment as a marketable security under SFAS 115 or advise why
            the  guidance  from  SFAS 115 is not  applicable.  You  should  also
            consider the impact of this  comment on the amount of  comprehensive
            income reported for the quarter ended March 31, 2005.

RESPONSE:  In  order  to  be  conservative,  and  in  light  of  the  relatively
significant  material amount  represented by adjusting the GenoMed investment to
market,  the Company was advised by its auditors to maintain the  investment  at
cost,  until the restriction  had been lifted.  And only if the market price was
significantly  below cost,  would it be  appropriate  to make an  adjustment  to
reflect  an  impairment  in the asset.  We agreed  with this  assessment  as the
appropriately conservative reporting strategy. We did rep