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sec comment letter response

VICTOR
INDUSTRIES, INC.

180
Southwest Higgins Avenue

Missoula,
Montana 59803

Tel.
No. (406) 549-2261

Fax
No. (406) 728-7159

September
12, 2005

VIA
EDGAR ONLY

April
Sifford, Branch Chief

Securities
and Exchange Commission

Division
of Corporation Finance

100 F
Street N.E.

Washington
DC 20549

    RE:     Victor
Industries, Inc.

File No. 000-30237

Comment letter dated August 15, 2005

Dear Ms.
Sifford:

On behalf
of Victor Industries, Inc. (“Victor” or the “Company”), please be advised that I
am in receipt of your letter dated August 15, 2005 with respect to the Form
10-KSB for year ended December 31, 2004 and with respect to the Form 10-QSB for
the periods ended March 31, 2005 and June 30, 2005.

Please
accept this letter in lieu of a more formal response to each comment set forth
in your letter. The questions in your letter have been restated prior to our
response for ease of reference.

This letter is being submitted at your request to review draft
revisions prior to amending any filings referenced herein.

Form
10-KSB for the year ended December 31, 2004

General

    1.

      Amend
      your filing to include the appropriate signatures. Refer to the
      instructions for Form 10-KSB.

See
revised draft Certifications duly executed attached hereto as Exhibit “A.”
Revisions are depicted in larger, bolded font.

Management’s
Discussion & Analysis

    2.

      Amend
      your filing to include considerable detail regarding the stock that you
      issued for debt settlement and for services in 2003 and 2004. We would
      suggest that you provide to us draft disclosure prior to filing your
      amendment. Refer to Item 303(b) of Regulation
S-B.

See
revised Item 6. Management Discussion & Analysis attached hereto as Exhibit
“B.”

Certifications

    3.

      We
      note that the certification filed by you, as required by Rule 13a-14(a) or
      Rule 15d-14(a), fails to comply with the precise requirement for our
      rules. Please amend your filing to include a certification that strictly
      complies. The language used must be exactly as set forth in the rules.
      Refer also to Item 601 of Regulation
S-B.

See
revised draft Certifications duly executed attached hereto as Exhibit
“A.”

Form
10-QSB for the periods ended March 31, 2005 and June 30,
2005

    4.

      Amend
      your Form 10-QSB to comply with our comments on your Form 10-KSB, as
      applicable.

See
revised draft Certifications duly executed attached hereto as Exhibit
“C.”

See
revised Management Discussion & Analysis for period ended March 31, 2005
attached hereto as Exhibit “D.”  Revisions are depicted in larger, bolded
font.

See
revised Management Discussion & Analysis for period ended June 30, 2005
attached hereto as Exhibit “E.”  Revisions are depicted in larger, bolded
font.

VICTOR
INDUSTRIES, INC.

April
Sifford, Branch Chief

Securities
& Exchange Commission

September
12, 2005

Page
2

On behalf
of the Company, please be further advised that the Company hereby acknowledges
the following:

    (1)

      the
      Company is responsible for the accuracy and adequacy of the disclosures in
      the filings;

    (2)

      Staff
      comments or changes to disclosures in response to Staff comments do not
      foreclose the commission from taking any action with respect to the
      filings; and

    (3)

      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.

Thank you
for your attention to this matter and for the courtesies extended.

To the
extent that you have additional comments or concerns, please contact me directly
or my attorneys, the Law Offices of Wade Huettel, Esq., at (619)
892-3006.

Very
truly yours,

/s/ Lana Pope

Lana
Pope,

President
& CEO

cc: Wade D.
Huettel, Esq.

EXHIBIT
A

CERTIFICATION

I, Lana
Pope, certify that:

1. I have
reviewed this annual report on Amendment No. 1 to Form 10-KSB of Victor
Industries, Inc.;

2. Based on
my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;

3. Based on
my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;

4. The
registrant's other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this report is being prepared;

b. Evaluated
the effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and

c. Disclosed
in this report any change in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and

5. The
registrant's other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a. All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and
report financial information; and

b. Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal control over financial
reporting.

Date:
 September
12, 2005

/s /
Lana Pope

Lana
Pope

Chief
Executive Officer, President, and Chairman

(Principal
Executive Officer)

CERTIFICATION

I, Lana
Pope, certify that:

1. I have
reviewed this annual report on Amendment No. 1 to Form 10-KSB of Victor
Industries, Inc.;

2. Based on
my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;

3. Based on
my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;

4. The
registrant's other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this report is being prepared;

b. Evaluated
the effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and

c. Disclosed
in this report any change in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and

5. The
registrant's other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a. All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and
report financial information; and

b. Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal control over financial
reporting.

Date:
 September
12, 2005

/s /
Lana Pope

Lana
Pope

Chief
Financial Officer

(Principal
Financial Officer)

VICTOR
INDUSTRIES, INC.

SARBANES-OXLEY
ACT SECTION 906 CERTIFICATION

In
connection with this annual report on Amendment No. 1 to Form 10-KSB of Victor
Industries, Inc. for the fiscal year ended December 31, 2004, I, Lana Pope,
Chief Executive Officer, President and Chairman of Victor Industries, Inc.,
hereby certify pursuant to 18 U.S.C. section 1350, as adopted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002, that:

1. This
Amendment No. 1 to Form 10-KSB for the fiscal year ended December 31, 2004 fully
complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and

2. The
information contained in this Amendment No. 1 to Form 10-KSB for the fiscal year
ended December 31, 2004 fairly presents, in all material respects, the financial
condition and results of operations of Victor Industries, Inc. for the periods
presented therein.

Date:
September
12, 2005

/s /
Lana Pope

Lana
Pope

Chief
Executive Officer, President and Chairman

(Principle
Executive Officer)

VICTOR
INDUSTRIES, INC.

SARBANES-OXLEY
ACT SECTION 906 CERTIFICATION

In
connection with this annual report on Amendment No. 1 to Form 10-KSB of Victor
Industries, Inc. for the fiscal year ended December 31, 2004, I, Lana Pope,
Chief Financial Officer and Secretary of Victor Industries, Inc., hereby certify
pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, that:

1. This
Amendment No. 1 to Form 10-KSB for the fiscal year ended December 31, 2004 fully
complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and

2. The
information contained in this Amendment No. 1 to Form 10-KSB for the fiscal year
ended December 31, 2004 fairly presents, in all material respects, the financial
condition and results of operations of Victor Industries, Inc. for the periods
presented therein.

Date:
September
12, 2005

/s./
Lana Pope

Lana
Pope

Chief
Financial Officer

(Principle
Financial Officer)

EXHIBIT
B

Item
6. Management's Discussion And Analysis Or Plan Of Operation.

The
following discussion should be read in conjunction with our audited financial
statements and notes thereto included herein. In connection with, and because we
desire to take advantage of, the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, we caution readers regarding certain
forward looking statements in the following discussion and elsewhere in this
report and in any other statement made by, or on our behalf, whether or not in
future filings with the Securities and Exchange Commission. Forward-looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward looking
statements made by, or our behalf. We disclaim any obligation to update
forward-looking statements.

Critical
Accounting Policies.

Our
critical and significant accounting policies, including the assumptions and
judgments underlying them, are disclosed in the Notes to the Financial
Statements. These policies have been consistently applied in all material
respects and address such matters as revenue recognition and depreciation
methods. The preparation of the financial statements in conformity with
generally accepted accounting principles in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reported period. Actual results could differ from those
estimates.

The
financial information set forth in the following discussion should be read in
conjunction with, and qualified in its entirety by, the financial statements of
the Company included elsewhere herein.

Financial
Condition And Changes In Financial Condition

Overall
Operating Results

We did
not have any zeolite sales or sales of any Company products for the year ended
December 31, 2004 and 2003. We anticipate that increased marketing efforts for
the fertilizer compound in the future will generate the required revenues to
sustain our anticipated growth. There can be no assurances that such sales will
occur or that our patent application will be approved. Operating expenses were
$1,229,148 for the current year and were primarily incurred for professional,
legal, accounting and consulting fees incurred in connection with the compliance
costs incurred with filing requirements with the SEC and with its application to
the General Services Administration to list our products on the GSA Advantage
website. The comparable operating expenses for the prior year were $246,646.
These expenses were incurred for consulting fees that relate to the registering
of our securities in connection with the filing of SEC form 10KSB as well as
general business development; management fees paid to our Chief Executive
Officer in lieu of wages; licenses and fees for registering our securities;
professional fees for legal and accounting fees for completing our quarterly
filing requirements for the Securities and Exchange Commission; travel expenses
for marketing and attending trade shows and non-cash charges for services
rendered where the payee accepted our common stock in lieu of cash.

We
incurred a net loss for the year ended December 31, 2004 of $1,215,498 as
compared to a net loss of $476,442 for the year ended December 31, 2003. The
2003 losses were attributable to the aforementioned operating expenses, and the
discontinued operations of New Wave Media.

Results
of Operations for year ended December 31, 2004 as compared with the prior year
ended December 31, 2003.

We
generated $1,290 in revenues during the year ended December 31, 2004 versus $0
for the year