SecProbe.io

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Mail Stop 6010

      July 13, 2005

By U.S. Mail and Facsimile to (310) 328-0697

Mr. Charles E. Phillips
Chief Financial Officer
Eye Dynamics, Inc.
2301 W. 205th Street, # 102
Torrance, CA 90501

RE: 	Eye Dynamics
      Form 10-KSB for the fiscal year ended December 31, 2004
      Form 10-QSB for the quarter ended March 31, 2005
      File No. 000-27857

Dear Mr. Phillips,

      We have reviewed your response letter dated May 25, 2005 and
have the following additional comments.  We have limited our
review
to only your financial statements and related disclosures and will
make no further review of your documents. Where indicated, we
think
you should revise your filings 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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-Q for the quarter ended March 31, 2005

Exhibit 31 Certifications

1. 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-QSB 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 of Regulation S-B.

Exhibit 32 Certifications

2. We note that the certification filed as Exhibits 32 was only
signed by your CEO.  These certifications must be signed by both
your
principal executive officer and your principal financial officer.
Accordingly, please file an amendment to your Form 10-QSB that
includes the entire filing together with the required
certifications
signed by your current CEO and CFO.

	As appropriate, please amend your March 31, 2005 Form 10-QSB
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 amendment and
responses to our comments.

	You may contact Eric Atallah, Staff Accountant at (202) 551-
3663
or me at (202) 551-3603 regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact, Angela Crane, Branch Chief at (202) 551-3554.

      								  Sincerely,

								  Jay Webb
								  Reviewing Accountant
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Mr. Charles E. Phillips
Eye Dynamics
July 13, 2005
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