SecProbe.io

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May 13, 2005

Mail Stop 05-11

Mr. Linden Boyne
Chief Financial Officer
Bioaccelerate Holdings, Inc.
19th Floor, 712 Fifth Avenue
New York, NY, 10019-4108

Re:	Form 8-K filed 5/4/05
	File No. 333-43126

Dear Mr. Boyne:

	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.

1. We note your disclosure that F.E. Hanson, Ltd. has only served
as
your auditor since November 2004.  However, we are unable to find
an
Item 4.01 Form 8-K disclosing the engagement of F.E. Hanson, Ltd.
as
your independent auditor and the related dismissal of Pritchett,
Siler & Hardy. You are required to file an Item 4.01 Form 8-K
within
four business days of a change in accountant.  Please immediately
file the Item 4.01 Form 8-K for this change and include all of the
disclosures required by Item 304 of Regulation S-B, including
filing
the former accountant`s Exhibit 16 letter.

2. We note that F.E. Hanson, Ltd. is not currently registered with
the Public Company Accounting Oversight Board (PCAOB).  Section
102
of the Sarbanes-Oxley Act of 2002 made it unlawful for a firm or a
person associated with a firm to prepare or issue, or to
participate
in the preparation or issuance of, any audit report with respect
to
any issuer after October 22, 2003 if the firm/person is not
registered with the PCAOB.  Additionally, since a review is an
integral part of the audit, the firm performing any interim
reviews
is required to be registered with the PCAOB.  Section 102 of the
Sarbanes-Oxley Act of 2002 applies to any company, defined as an
issuer.  To the extent our understanding that F.E. Hanson, Ltd. is
not registered with the PCAOB is correct, you should amend any
periodic reports that were reviewed by F.E. Hanson. Ltd. after
registration was required to label the columns of the financial
statements as "not reviewed."  In this regard, it appears the Form
10-QSB filed on November 19, 2004 and the related amendment filed
on
November 24, 2004 may have been reviewed by F.E. Hanson, Ltd.  If
our
understanding is correct, you should file another amendment to
this
Form 10-QSB/A once your new public accountant has re-reviewed the
financial statements included in the affected reports.

3. We note the letter filed as Exhibit 16.2 to the Form 8-K filed
on
May 4, 2005. However, this exhibit does not address the
requirements
of Item 304 of Regulation S-B, as it appears to be a letter from
the
Company to the former accountant, rather than the required letter
which should be addressed from the former accountant to the
Securities and Exchange Commission.  Please amend the filing to
include 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.  Note that
if
the former accountant`s letter cannot be filed as an exhibit to
the
original 8-K filing, it should be filed within two business days
of
its receipt by the Company, not to exceed ten business days from
the
date of the original 8-K filing.

      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 Carlton Tartar at
202.551.3387.

						Sincerely,

						Carlton Tartar
						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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