SecProbe.io

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Mail Stop 6010

		October 12, 2005

Via U.S. Mail and Facsimile 281.599.0165

Mr. Henry Houston
Chief Financial Officer
Remote Knowledge, Inc.
3657 Briarpark, Suite 100
Houston, Texas 77042

	Re:	Remote Knowledge, Inc.
		Form 10-KSB for the Fiscal Year Ended December 31, 2004
		Filed March 31, 2005
		Forms 10-QSB for the Quarterly Periods Ended March 31,
and
		  June 30, 2005
		File No. 333-106247

Dear Mr. Houston:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspects
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the Fiscal Year Ended December 31, 2004

Item 8A. Controls and Procedures, page 21

1. We note your disclosure that your Chief Executive Officer and
Chief Financial Officer concluded that "as of the Evaluation Date,
the Company`s disclosure controls and procedures were adequate and
effective to ensure that material information relating to the
Company
and its consolidated subsidiaries would be made known to them by
individuals within those entities, particularly during the period
in
which this annual report was being prepared."  The language that
is
currently included after the word "effective" in your disclosure
does
not appear to be consistent with the meaning of disclosure
controls
and procedures as established by Rule 13a-15(e) of the Exchange
Act.
As such, it does not appear that your certifying officers have
reached a conclusion that your disclosure controls and procedures
are
effective.  Please revise to address your officers` conclusions
regarding the effectiveness of your disclosure controls and
procedures.  In addition, please note that if you wish to include
the
definition of disclosure controls and procedures following your
conclusion, please ensure the definition is consistent with the
definition included in Rule 13a-15(e) of the Exchange Act.

2. We note your disclosure that there were "no significant changes
in
the Company`s internal controls or in other factors that could
significantly affect the Company`s disclosure controls and
procedures
subsequent to the Evaluation Date."  To the extent that your
disclosure was provided to address Item 308(c) of Regulation S-B
which requires disclosure of any change that occurred during the
quarter that materially affected, or is reasonably likely to
materially affect, your internal control over financial reporting,
please note that the need for disclosure is not limited to
significant changes that could affect your internal control over
financial reporting subsequent to the date of your evaluation.
Please correct the disclosure in future filings to address all
changes or advise us.

Financial Statements

Statements of Cash Flows, page 7

3. Please reconcile the descriptions and amounts for the non-cash
transactions presented in this table with your statements of
shareholders` equity and the notes to your financial statements.

Note 2. Significant Accounting Policies, page 9

4. Please tell us and disclose in future filings how your revenue
recognition policy considers the revenue recognition criteria of
SAB
Topic 13.A and how you specifically apply those criteria to your
revenue transactions.  Please also tell us and disclose in future
filings when you deem title and risk of loss to transfer to the
customer and when the earnings process is complete.

Note 5. Related Party Transactions, page 14

5. Please tell us how you are accounting for the notes issued in
January and April 2003 and the related amounts payable in lieu of
interest and why.  Cite the accounting literature upon which you
relied.

Note 7.  Shareholders` Equity, page 17

6. Please tell us how you accounted for and valued the warrants
issued in 2004 for the release of the redemption provisions on the
Series A preferred stock and why.

7. In conjunction with your issuance of Series B preferred stock
and
seven year warrants to purchase shares of common stock, please
tell
us how you accounted for and valued the warrants and beneficial
conversion feature and why.  Please similarly discuss your
accounting
and valuation for issuances in fiscal 2005.

Exhibits 31.1 and 31.2

8. We note that the certifications filed as Exhibits 31.1 and 31.2
were not in the proper form. The required certifications must be
in
the exact form prescribed; the wording of the required
certifications
may not be changed in any respect, except for the modifications
temporarily permitted to be made to the fourth paragraph of the
certification required to be filed as Exhibit 31.1 pursuant to
Part
III.E of Release No. 8238. Accordingly, please file an amendment
to
your Form 10-KSB that includes the entire filing together with the
certifications of each of your current CEO and CFO in the form
currently set forth in Item 601(b)(31) of Regulation S-B.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging 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
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Praveen Kartholy, Staff Accountant, at
202.551.3778 or me at 202.551.3604 if you have questions regarding
these comments and related matters.  You may also contact Michele
Gohlke, Branch Chief, at 202.551.3327.

      Sincerely,

      Kate Tillan
      Assistant Chief Accountant
Mr. Henry Houston
Remote Knowledge, Inc.
October 12, 2005
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