SecProbe.io

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                               [PIVX LETTERHEAD]

June 13, 2005

Ms. Babette Cooper
Staff Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

         RE:      PIVX SOLUTIONS, INC.
                  ITEM 4.02 FORM 8-K
                  FILED JUNE 2, 2005
                  FILE NO. 0-33265

Dear Ms. Cooper:

Thank you for your letter dated June 8, 2005. You noted two (2) matters in your
review which are addressed below:

1)       8-K Item 4.02, filed with the SEC on June 2, 2005
--------------------------------------------------------------------------------

     Item 4.02 of Form 8-K noted a misstatement of assets by approximately $2.7
     million. In actuality the misstatement was only $1.9 million as disclosed
     in the amended 10-KSB/A2.

     The incorrect amount provided in the 8-K of $2.7 was the result a formulaic
     error. As described in note 2 to the restated December 31, 2004 financial
     statements, the total $1.9 million error related: to current assets in the
     amount of approximately $1.1 million and also related to non-current assets
     of approximately $0.8 million. In determining the disclosure in the 8-K, we
     should have summed the $1.1 million and the $0.8 million to arrive at the
     correct total of $1.9 million. Instead, we had a formulaic error which
     added the total misstatement of $1.9 million to the non-current portion of
     $0.8 million to arrive at the reported amount of $2.7 million in Item 4.02
     of Form 8-K.

     We have amended Item 4.02 in our 8-K and a marked copy is attached for your
     convenience.

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2) Date of audit report included in Form 10-KSB/A2
--------------------------------------------------------------------------------

     Our predecessor auditors, Singer Lewak Greenbaum and Goldstein LLP
     ("SLGG"), reissued their audit report in Form 10-KSB/A filed on June 7,
     2005 and their audit report is dated as of March 15, 2005, the original
     date of their audit report. SLGG reissued their report with the original
     report date since SLGG did not examine or review any records, transactions
     or events subsequent to the original report date. The revised audit report
     referred to the correction of an error in recording a transaction (Note 2)
     that was entered into in the period preceding the original audit report
     dated March 15, 2005. Therefore, in accordance with AU Section 530, SLGG
     believes that no update to the original report date was required.

     Therefore, at this time, we have not amended the form 10-KSB/A which was
     filed on June 7, 2005.

Thank you for bringing each these matters to our attention. PivX Solutions, Inc.
assures the Commission that it is our intention to provide adequate and accurate
information to our investors and all other interested parties. We acknowledge
that:

     o    the company is responsible for the adequacy and accuracy of the
          disclosure in its filings;
     o    staff comments or changes to disclosure in response to staff comments
          do not foreclose the Commission form taking any action with respect to
          the filing; and
     o    the company may not assert staff comments as a defense in any
          proceeding initiated by the Commission or any person under federal
          securities laws of the United States.

Please do not hesitate to contact me directly by telephone at (949) 999-1623 or
by email at vito@pivx.com should you have any questions.

Sincerely,

/s/ Vance Ito
Controller (Principal Financial Officer)

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================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                ________________

                                   FORM 8-K/A
                                  Amendment #1

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 1, 2005

                              PIVX SOLUTIONS, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

         NEVADA                    000-33625                     87-0618509
(State or Other Jurisdiction      (Commission                  (IRS Employer
     of Incorporation)            File Number)               Identification No.)

                               23 CORPORATE PLAZA
                                    SUITE 280
                         NEWPORT BEACH, CALIFORNIA 92660
               (Address of Principal Executive Offices) (Zip Code)

                                 (949) 999-1600
              (Registrant's telephone number, including area code)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

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                                EXPLANATORY NOTE

PivX Solutions, Inc., hereby amends and restates Item 4.02 of its Current Report
on Form 8-K dated June 2, 2005. Specifically, Item 4.02 of Form 8-K as
originally filed contained an error where in it stated the effect of restatement
would be approximately $2.7 million. The actual effect of restatement was
approximately $1.9 million.

This Form 8-K/A contains only the item of Form 8-K which is being amended. The
sections of the Company's 8-K as originally filed which are not included herein
are unchanged and continue in effect as originally filed.

ITEM 4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW

On May 22, 2005, the audit committee of the Company's board of directors
concluded that the previously issued audited financial statement for the year
ended December 31, 2004 should not be relied upon because of errors in that
financial statement. The previously published audited financial statement and
other financial information for the year ended December 31, 2004 will be
restated in a Form 10-KSB/A.

The decision to restate these financial statements was made by the audit
committee of the board of directors, upon the recommendation of management,
after discovery and analysis of the errors.

This restatement relates to the asset recognized relating to 581,483 warrants.
The Company previously accounted for 581,483 warrants issued to a third party
consultant using a method which calculated the total value of all the warrants
at $2,209,635. The valuation was made using the Black-Sholes model assuming a
volatility rate of 324%, risk free rate of 2.87%, expected life of 2 years and
no dividend yield. The warrants were issued in connection with a consulting
contract and vested over the same 24 month period the consulting contract was to
be in effect. The entire value of the warrant was recorded as a prepaid asset
(current and long term) and as additional paid in capital. The asset was to then
expected be amortized into compensation expense over the 24 month period. The
Company subsequently conducted a review of this accounting policy and determined
that it should not have recorded an asset upfront with the intension of
amortizing it in the future. Rather, under EITF Abstracts Topic No. D-90, EITF
96-18, and FIN 28, the Company determined that it should have valued only a
portion of the warrants at the period reporting date and should have recognized
only those vested warrants as compensation expense as and additional paid in
capital. The Company has determined the effect of the correction on its
previously issued financial statements and will restate the financial statements
for the year ended December 31, 2004. The anticipated effect of the restatement
will be to decrease total assets and additional paid in capital by approximately
$1.9 million. There is no anticipated effect on the statement of operations or
loss per share.

The Company's management and the audit committee of the Company's board of
directors have discussed the matters disclosed in this Item 4.02(a) with Singer
Lewak Greenbaum & Goldstein LLP, the Company's independent registered public
accounting firm for the audited financial statements for the year ended December
31, 2004.

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

         PIVX SOLUTIONS, INC.
            (Registrant)

         By /s/ Vance Ito
            --------------------------
            Name: Vance Ito
            Title: Controller and Treasurer (Principal Financial Officer)

         Date: June 13, 2005

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