SecProbe.io

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Mail Stop 3561

 					August 2, 2005

Mr. Barry Bilmes
Chief Financial Officer
99 Cent Stuff Inc.
1801 Clint Moore Road
Suite 205
Boca Raton, FL  33487

	Re:	99 Cent Stuff Inc.
		Form 10-K for Fiscal Year Ended December 31, 2004
		Filed March 31, 2005
		Form 10-Q for Fiscal Quarter Ended March 31, 2005
		File No. 0-50581

Dear Mr. Bilmes:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
future
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 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 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-K for Fiscal Year Ended December 31, 2004

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 11

Contractual Obligations and Commercial Commitments, page 14
1. In future filings, please disclose all long-term debt
obligations
in your table of contractual commitments, including, for example,
your note payable to related party due December 1, 2006.  See Item
303(a)(5) of Regulation S-K.

Item 9A. Controls and Procedures, page 21
2. We note your disclosure that your CEO and CFO concluded that
"[your] disclosure controls and procedures are effective to ensure
that information [you] are required to disclose in reports that
[you]
file or submit under the Securities Exchange Act of 1934 is
recorded,
processed, summarized and reported within the time periods
specified
in Securities and Exchange Commission rules and forms."  Revise
your
future filings to clarify whether your officers concluded that
your
disclosure controls and procedures are also effective to ensure
that
information required to be disclosed in the reports that you file
or
submit under the Exchange Act is accumulated and communicated to
your
management, including your CEO and CFO, to allow timely decisions
regarding required disclosure.  See Exchange Act Rule 13a-15(e).
Confirm to us that inclusion of this full definition would not
result
in a change in your conclusion as to the effectiveness of
disclosure
controls and procedures as of the end of the period covered by
this
report.

Consolidated Statements of Operations, page F-4
3. Based on our review of your proxy statement filed April 27,
2005,
it appears that your majority shareholder contributes his services
to
you as CEO at no cost.  Please tell us and disclose in future
filings
the value recorded in your financial statements for these
contributed
services.  In this regard, and similar to the issue discussed in
SAB
Topic 5:T, we believe the value of the contributed services should
be
recorded as a cost and related capital contribution.  If the value
of
the contributed services is not reflected in the historical
financial
statements, please tell us how you plan to revise your financial
statements accordingly.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter 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 responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`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 company acknowledging that:

* the company 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 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 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.

      You may contact Staff Accountant Sarah Goldberg at (202)
551-
3340, or in her absence, Robyn Manuel at (202) 551-3823, if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3843 with any other
questions.

								Sincerely,

								George F. Ohsiek, Jr.
								Branch Chief

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Mr. Bilmes
99 Cent Stuff Inc.
August 2, 2005
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