SecProbe.io

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							May 24, 2005

Mail Stop 3561

K. Ian Matheson
Phage Genomics, Inc.
2215 Lucerne Circle
Henderson, NV 89104

Re:	Form 8-K 4.01 filed May 19, 2005
	File No. 0-30995

Dear Mr. Matheson:

	We have reviewed your filing and have the following comments.
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.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
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 any other aspect
of
our review.  Feel free to call the applicable staff person at the
telephone number listed at the end of this letter.

      Item 304 (a)(2) of Regulation S-B requires you to disclose
the
date that the new accountants were engaged.  Your current
disclosure
states that "effective May 18, 2005" Kyle L. Tingle, CPA, LLC
("KLT")
was engaged.  Please revise your disclosure to specify the precise
date that KLT was engaged.

      Item 304(a)(1)(iv)(A) of Regulation S-B requires you to
disclose whether during the registrant`s two most recent fiscal
years
and any subsequent interim period through the date of resignation,
declination or dismissal there were any disagreements, resolved or
not, with the former accountant on any matter of accounting
principles or practices, financial statement disclosure, or
auditing
scope or procedure, which disagreement(s), if not resolved to the
satisfaction of the former accountant, would have caused it to
make
reference to the subject matter of the disagreement(s) in
connection
with its reports.  Please revise the second paragraph of the Item
4.01 disclosure to state that Manning Elliott performed the audit
of
the Company`s financial statements for the years ending December
31,
2004 and 2003.  Also revise to specify whether the "subsequent
interim period" was through the date of resignation.

      In the second paragraph of your filing, you state that there
were no reportable events "except that the financial statements
for
the Company for the fiscal year ended December 31, 2004 did
contain
an adverse opinion in that Manning Elliott raised the uncertainty
expressed by previous auditors that the Company will continue as a
going concern".  An audit opinion that expresses uncertainty
regarding the Company`s ability to continue as a going concern is
not
an adverse opinion.  Rather this would be an opinion modified as
to
uncertainty, audit scope, or accounting principles.  Please revise
your disclosure accordingly.

      Item 304(a)(1)(ii) of Regulation S-B requires you to
disclose
whether the former accountant`s report on the financial statements
for either of the past two years contained an adverse opinion, a
disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles; and to describe
the nature of each such adverse opinion, disclaimer of opinion,
modification or qualification.  This would include disclosure of
uncertainty regarding the ability to continue as a going concern
in
the accountant`s report.  Please revise the fourth paragraph of
your
disclosure to include discussion of the audit report on the
Company`s
financial statements for the year ending December 31, 2003.

      To the extent that you amend the Form 8-K to comply with our
comments, please obtain and file an updated Exhibit 16 letter from
the former accountants stating whether the accountant agrees with
your Item 304 disclosures, or the extent to which the accountant
does
not agree.

      Please file your supplemental response and amendment via
EDGAR
in response to these comments within 5 business days after the
date
of this letter.  Please contact the staff immediately if you
require
longer than 5 business days to respond.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the registrant and its management are
in
possession of all facts relating to a registrant`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 registrant acknowledging that:
* the registrant 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 registrant 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.

      Direct any questions regarding this letter to Babette Cooper
at
202-551-3396.

						Sincerely,

						Babette Cooper
						Staff Accountant
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0306

         DIVISION OF
CORPORATION FINANCE

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