SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 3561

      							October 17, 2005

Mr. Daniel Urrea
Chief Financial Officer
Nexicon, Inc.
400 Gold SW, Suite 1000
Albuquerque, NM  87102

	Re:	Nexicon, Inc.
      Form 10-KSB for Fiscal Year Ended December 31, 2004
		Filed May 9, 2005

Forms 10-QSB for Fiscal Quarter Ended March 31, 2005 and June 30,
2005
		File No. 0-30244

Dear Mr. Urrea:

      We have reviewed your amendment and supplemental response
letter dated September 15, 2005 as well as your filing and have
the
following comments.  As noted in our comment letter dated June 14,
2005, we have limited our review to your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.

Form 10-Q for the Fiscal Quarters Ended June 20, 2005

(8)  Commitments, page 8
2004 Transactions, page 8

1. We note the 2004 Secured Convertible Debentures have a
conversion
provision that entitles the holder at any time, and from time to
time, to convert all or any part of the principal plus accrued
interest into your common stock, at a per share price equal to the
lesser of an amount equal to (i) 120% of the quoted closing bid
price
of the stock on the date of the debenture, or (ii) 80% of the
lowest
quoted closing bid price during the five trading days immediately
preceding the conversion date.  With regard to this provision, it
appears that some or all of these notes may not meet the
definition
of conventional convertible debt in paragraph 4 of EITF Issue 00-
19
since the debt is not convertible into a fixed number of shares.
As
a result, you would be required to analyze the conversion feature
under paragraphs 12-32 of EITF 00-19.

Specifically, since the debentures can be converted into 80% of
the
lowest quoted closing bid price during the five trading days
immediately preceding the conversion date, it appears that the
number
of shares that could be required to be delivered upon net-share
settlement is essentially indeterminate (paragraph 20 of EITF 00-
19).
As a result, it appears that this conversion feature would result
in
liability classification under EITF 00-19.  If true, you would be
required to bifurcate the conversion feature from the debt host
and
account for this feature as a derivative liability with changes in
fair value being recorded in the income statement.  Please revise
or
advise in detail.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  We also remind
you
to submit all correspondence in response to our comments on EDGAR.
In addition, you should make corresponding changes to the pending
registration statement on Form SB-2 to the extent applicable.  You
may contact Inessa Berenbaum, Staff Accountant, at (202) 551-3371
or
Kyle Moffatt, Accountant Branch Chief, at (202) 551-3836 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3810 if you have any
other
questions.

								Sincerely,

								Larry Spirgel
								Assistant Director

??

??

??

??

Mr. Daniel Urrea
Nexicon, Inc.
October 17, 2005
Page 2

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>