SecProbe.io

CORRESP
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      mainbodysecondresponseoctober6

              Cane
                Clark LLP

              3273
                E. Warm Springs

              Las
                Vegas, NV 89120

              Kyleen
                E. Cane*

              Bryan
                R. Clark^

              Chad
                Wiener+

              Scott
                P. Doney~

              Telephone:
                702-312-6255

              Facsimile:
                702-944-7100

              Email:
                sdoney@caneclark.com

    October
      4, 2005

    UNITED
      STATES SECURITIES AND EXCHANGE

    COMMISSION-Division
      of Corporation Finance

    Mail
      Stop
      7010

    100
      F.
      Street NE

    Washington,
      D.C. 20549-7010

    ATTENTION:
      Meagan Caldwell

    Re: Davi
      Skin, Inc.

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

    Form
      10-QSB for the Fiscal Quarter ended June 30, 2005

    Form-10QSB
      for the period ended March 31, 2005

    File
      No.: 0-32843

    ________________________________________________________________________________

    We
      write
      on behalf of Davi Skin, Inc. (the “Company”) in response to Staff's letter of
      September 19, 2005 signed by Rufus Decker Accounting Branch Chief of the United
      States Securities and Exchange Commission (the “Commission”) regarding the
      above-referenced Form 10KSB and Forms 10QSB (the “Comment Letter”). On behalf of
      the Company, we have attached to this response letter as an exhibit proposed
      Amended Financials to the Form 10KSB (the “First Amended 10-KSB") and proposed
      Amended Financials to the Form 10QSB (the “First amended 10QSB”) to represent
      the changes that will be made and filed when all comments have been satisfied
      in
      you review process. The Company has also committed to similarly amend its most
      recent Form 10QSB for the period ended June 30, 2005 to conform to these
      changes.

    The
      factual information provided herein relating to the Company has been made
      available to us by the Company. Paragraph numbering used for each response
      corresponds to the numbering used in the Comment Letter.

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

    Comment
      applicable to your overall filing

              1.

                Where
                  a comment below requests additional disclosures or other revisions
                  to be
                  made, please show us in your supplemental response what the revisions
                  will
                  look

                like.
                  With the exception of the comments below that specifically request
                  an
                  amendment, all other revisions may be included in your future filings.

    In
      response to this comment, the Company acknowledges this request regarding
      revisions.

            2.

              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 their
      filings;

    ●
      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
      response to this comment, the Company has attached a letter that includes the
      referenced acknowledgements.

    Item
      1. Description of Business, page 3

            3.

              Your
                response to our comment 2 does not include what your revision will
                look
                like in your future filings. As previously requested, please expand
                your
                disclosure to include information regarding the sources and availability
                of your raw materials.

    In
      response to this comment, we have attached to this letter a revised section
      on
“New Business Focus” under Item 6 which contains the additional proposed
      disclosure updated to the current date on availability of raw materials that
      will appear in future filings. For your convenience, we have also faxed you
      a
      redlined version of this revised section.

            4.

              Your
                response to our comment 3 does not include how your revision will
                appear
                in your future filings. As previously requested, please expand your
                disclosure to include a discussion regarding the significant terms
                of the
                contract you entered into with the formulator for your skin crème
                products. Please include in your disclosure the timing and amount
                of any
                significant payments which you are obligated to make under this
                arrangement.

    In
      response to this comment, we have attached to this letter a revised section
      on
“New Business Focus” under Item 6 which contains the additional proposed
      disclosure updated to the current date on the formulator agreements that will
      appear in future filings. For your convenience, we have also faxed you a
      redlined version of this revised section.

    Item
      5. Market for common Equity and Related Stockholder Matters, page
      9

    Market
      Information, page 9

            5.

                Your
                  disclosure regarding the range of high and low bid quotations for
                  your
                  common stock does not appear to have given retroactive effect for
                  the 500
                  for 1 reverse stock split, which occurred in June 2004 for the
                  fiscal
                  quarters ended June 30, 2004 and prior. Please revise your
                  disclosure.

    In
      response to this comment, we have attached to this letter a revised section
      on
      the bid quotations as requested that will appear to the extent applicable in
      future filings. For your convenience, we have also faxed you a redlined version
      of this revised section.

    Report
      of Independent Registered Public Accounting Firm, page
      F-1

            6.

              The
                explanatory paragraph included in your auditors’ report references Note 9
                to the financial statements regarding the restatement relating to
                the
                overstatement of general and administrative expenses for the year
                ended
                December 31, 2004. Your auditors have also dual dated their report,
                referencing this note. However, the proposed amendment which you
                included
                in your response includes information relating to this restatement
                in Note
                8 to the financial statements, rather than in Note 9. Please obtain
                from
                your auditors a revised audit opinion, which references the correct
                note
                to the financial statements, or revise your notes to the financial
                statements to present information relating to the restatement in
                Note 9
                rather than in Note 8.

    In
      response to this comment, the Company has obtained a revised audit opinion
      containing the requested corrections. The Company has included the revised
      audit
      opinion in this response. For your convenience, we have also faxed you a
      redlined version of this revised section.

            7.

              The
                explanatory paragraph included in your auditors’ report does not reference
                the restatements related to the classification of the deficit in
                stockholders’ equity which resulted from the operations of MW Medical and
                the classification of cash received from notes payable in your statements
                of cash flows. Please obtain an updated opinion from your auditors,
                which
                references these restatements.

    In
      response to this comment, the Company has obtained a revised audit opinion
      containing the requested corrections. The Company has included the revised
      audit
      opinion in this response. For your convenience, we have also faxed you a
      redlined version of this revised section.

    Financial
      Statements

    Balance
      Sheet, page F-2

            8.

              The
                amended balance sheet and Note 8 to your financial statements included
                in
                your response to us reflect the prepaid portion of the consulting
                contract
                in the equity section of your balance sheet. Please tell us how you
                determined this

                should
                  be presented as a contra-equity. Please include in your response
                  the terms
                  and conditions included in the contract that you considered in
                  determining
                  that this should be amortized over the life of the contract, rather
                  than
                  expensed as you initially recorded the transaction. Please also
                  disclose
                  the information required by paragraph 32 of SFAS 95 regarding this
                  and
                  other non-cash
                  activities.

    In
      response to this comment, the Company entered into two consulting agreements
      with a three year term for which stock was issued as a prepayment for the
      agreements. The contracts require the consultants to perform services over
      a
      three year term and the consultants cannot perform their services at any rate
      differing from the three year term. The Company classified the prepayment as
      a
      contra-equity because stock, rather than cash was given as compensation for
      the
      transaction. The Company felt that this would be the more conservative approach
      to recording the transaction. Further, the Company has revised its footnote
      disclosure to more clearly state this position and the details of the
      transactions. The Company has also complied with the requirements of paragraph
      32 of SFAS 95 and has expanded its disclosure of it non-cash
      activities.

    Statement
      of Stockholders’ Equity, page F-4

            9.

              We
                reviewed your proposed revised statement of stockholders’ equity. Your
                statement of stockholders’ equity does not equal the activity presented in
                your proposed revised balance sheet. it appears as though the prepaid
                consulting expense included in your revised balance sheet is not
                reflected
                in a column in your statement of stockholders’ equity. Please revise
                accordingly.

    In
      response to this comment, the Company has revised the presentation of the
      statement of stockholders’ equity to comply with this comment.

            10.

              We
                reviewed your proposed revision to your statement of stockholders’ equity,
                in which you have reflected the deficit in stockholders’ equity which
                resulted from the operations of MW Medical as an adjustment to
                accummulated deficit during development stage. Please ensure your
                amended
                Form 10-KSB for the year ended December 31, 2004 and your subsequent
                Forms
                10-QSB includes the required disclosures addressing this
                restatement.

    In
      response to this comment, the Company confirms that it will ensure that the
      amended Form 10-KSB for the year ended December 31, 2004 and its subsequent
      Forms 10-QSB will include the required disclosures addressing the
      restatement.

    Statements
      of Cash Flows, page F-5

            11.

              We
                reviewed your proposed revision to your statements of cash flows
                regarding
                cash received from notes payable. your proposed revision has not
                classified all cash received from notes payables in financing activities.
                Your proposed disclosure still includes a portion of the cash received
                from notes payable in operating activities. Please tell us how you
                determined a portion of your cash received from notes payable was
                considered to be an operating activity rather than a financing activity.
                If after reconsidering you determine the cash received from this
                notes
                payable should be included in financing activities, rather
                than

                in
                  operating activities, please amend your filing to reflect his change.
                  Please ensure your amended Form 10-KSB for the year ended December
                  31,
                  2004 and your subsequent Forms 10-QSB include the required disclosures
                  addressing this restatement related to the classification of notes
                  payables from operating activities to financing
                  activities.

    In
      response to this comment, the Company has reconsidered and determined that
      the
      cash received from the Notes payable should be included in financing activities,
      rather than operating activities, and has thus revised the statement of cash
      flows to reflect this correction. The Company will ensure that this revision
      is
      reflected in the amended Form 10-KSB for the year ended December 31, 2004 and
      subsequent forms 10-QSB.

    Stock-based
      compensation, page F-8

            12.

              We
                read your response to our comment 13 and revised disclosure. Your
                revised
                disclosure indicates that the stock price at the grant date was $3.00
                per
                share. Based on your revised disclosure included in Note 6 relating
                to the
                325,000 shares of common stock issued for $2,634,375 for consulting
                services, it appears as though these shares were issued at $8.11
                per
                share. As previously requested, please tell us what consideration
                you gave
                to the apparent difference between these per share
                amounts.

    In
      response to this comment, the Company has reviewed its valuation and the timing
      of the stock grant and has determined that the valuation should have actually
      been 50 cents per share based on the stock sales made at the time, the almost
      complete lack of trading volume in the market at the time the consulting
      agreements were negotiated, the price of option grants to these same consultants
      and the restrictive nature of the stock granted. Thus, the Company has revised
      its entries throughout as well as Note 6 to reflect this valuation consistently.
      The Company has also included a more detailed discussion of the respective
      issuance prices of each of the transactions discussed.

            13.

              We
                read your response to our comment 15. Based on your response to ou