SecProbe.io

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MAIL STOP 3561

      	September 2, 2005

V. Randy White, Ph.D
Chief Executive Officer
Xenomics, Inc.
420 Lexington Avenue, Suite 1701
New York, New York 10170

      Re:	Xenomics, Inc.
   Registration Statement on Form SB-2
   File No. 333-127071
		Filed August 1, 2005

Dear Dr. White:

      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.  Please be as detailed as necessary in your
explanation.
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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Prospectus Cover Page
1. Please include only the information required by Item 501 of
Regulation S-B.  Thus, all of the information relating to private
placements should be removed.
2. Please highlight the risk factor cross reference by prominent
type
or in another manner. See Item 501(a)(5) of Regulation S-B.

3. We note the statement that you do not know "when, how or if the
selling stockholders" intend the sell their shares.  "How" they
intend to sell their shares is set forth in the Plan of
Distribution
and should therefore be deleted from the cover page.
4. Please provide the dealer prospectus delivery obligation on the
outside back cover page of the prospectus as set forth in Item
502(b)
of Regulation S-B.
5. Please advise how you arrived at the 103,200 shares of common
stock to be issued as "in kind dividends."

Prospectus Summary, page 5
6. The background and development of the predecessor company
should
be fully discussed pursuant to Item 101 of Regulation S-B.
7. Please reconcile the disclosure under "Shares offered by the
Selling Stockholders" with the cover page and fee table.
8. Please provide your website address.

Risk Factors, page 6
9. The introductory paragraph suggests that you are incorporating
information from other reports.  As you know, incorporation by
reference is not available on Form SB-2.  Please revise the
introductory paragraph or delete it.
10. Several of your risk factors are too broad and generic and
should
be revised to state the material risk that is specific to
Xenomics,
Inc.  As a general rule, a risk factor is probably too generic if
it
is readily transferable to other offering documents or describes
circumstances or factual situations that are equally applicable to
other similarly situated businesses.   Risk factors 9, 11, 13, 20,
22, 23, 24, 26 and 27 should be revised, deleted or moved to
another
section of the prospectus as appropriate.
11. The second paragraph of risk factor two addresses a risk
distinct
from the subheading.  Please provide an appropriate subheading to
address the risk of dilution to shareholders.
12. Clarify in risk factor 12 whether you have filed an
application
with the FDA.

Note Regarding Forward-Looking Statements, page 13
13. We note your statement that "[w]e undertake no obligation to
update forward-looking statements."  If new information or certain
events arise that would make your current forward-looking
statements
materially misleading, you would need to update your disclosure as
required by federal securities law.  As such, please revise your
disclosure accordingly.

14. We also note your reference to the Private Securities
Litigation
Reform Act of 1995.  Be advised that Section 27A(b)(1)(C) of the
Securities Act and Section 21E(b)(1)(C) of the Securities Exchange
Act expressly state that the safe harbor for forward looking
statements does not apply to statements made by companies that
issue
penny stock.  Please either:

* delete any references to the Private Securities Litigation
Reform
Act; or
* make clear, each time you refer to the Litigation Reform Act,
that
the safe harbor does not apply to your company.

Management`s Discussion and Analysis of Financial Condition or
Plan
of Operation, page 13

	History
15. Item 101(a) of Regulation S-B requires that you describe the
business development of the company for the past 3 years.  Such a
discussion would include the business history of the company, its
subsidiary, and its predecessor(s) as well as the name and the
identity of the control persons and promoters of the same and the
consideration paid in all merger transactions and share purchase
agreements.  "Predecessor" is defined in Rule 405 of Regulation C.
16. Elaborate on the material terms of the Voting Agreement,
including the identity of the parties.
17. We note you granted an option to the former Xenomics Sub
shareholders that becomes exercisable in the event you fail to
apply
at least 50% of the net proceeds you raise during the period
ending
July 1, 2006.  Please quantify what this amount will be or is
expected to be.  Indicate whether you have any plans, formal or
otherwise, to secure such funding.  Disclose the material terms of
the option, including the exercise price, option price and cure
provision.

Plan of Operations
18. Please allocate the amounts necessary over the next 12 months
to
cover all budgeted expenses deemed material.  Discuss the
anticipated
milestones in implementing your plan of operation over the next 12
months and the time frame and cost for beginning and completing
each.

Contractual Obligations and Commitments
19. Reference is made to Note 5 of the financial statements.  It
appears that the shares issued in January 2005 and April 2005
carry
registration rights which require that the company file a
registration statement with the Commission by the 120th day after
closing and that failure to do so will result in certain penalties
to
the company that accrue on a monthly basis.  Please disclose this
fact and the status of all such penalties.

	Critical Accounting Policies
20. We note your disclosure that the results of operations for
Xenomics are included in the consolidated results of operations
only
since July 2, 2004, the date of the transaction, along with
similar
disclosure on page 14 under the caption "Business Combination".
Since the transaction was treated as a recapitalization rather
than a
business combination, the results of operations should be those of
Xenomics since inception.  Please revise your disclosures
accordingly.
21. Please correct the reference to "this Annual Report on Form
10-
KSB."

Description of Business, page 17

	The Market
22. Your website discloses that the DNA testing market is growing
at
35%-45% per annum.  Please disclose this fact in the prospectus
and
provide substantiating support.  Alternatively, delete this claim
from your website.

SpaXen Joint Venture
23. Please disclose the role of the supervisory board and its
level
of authority.

Intellectual Property
24. Please elaborate on your patents, including duration.  See
Item
101(b)(7) of Regulation S-B.
25. You disclose that you have no foreign patents.  Your website
indicates you do.

      Manufacturing
26. Please include the information required by Item 101(b)(5) of
Regulation S-B regarding raw materials and suppliers.

27. Please provide the disclosure required under Item 101(b)(2) of
Regulation S-B regarding distribution.

Government Regulation
28. If applicable, please provide the disclosure required by Item
101(b)(11) of Regulation S-B regarding compliance with
environmental
laws.

   Description of Property
29. Please file all leases as exhibits.

Directors and Executive Officers, page 24
30. Please disclose the number of hours per week that Dr. Tomei
will
contribute to SpaXen.
31. Please disclose Mr. Cerrone`s affiliation with Panetta
Partners
and the business of Panetta.  In this regard, we note that Panetta
purchased 97% of the outstanding shares of Used Kar Parts prior to
the share exchange with Xenomics.  Also disclose Mr. Cerrone`s
relationship with Venus Beauty Supply and Fermavir
Pharmaceuticals.
32. Please disclose Mr. White`s business activity from December
2002
to September 2004.
33. The disclosure for Dr. Melkonyan indicates that he was
"associated" with Xenomics from 1999 until 2004.  Please clarify
"associated."

Executive Compensation, page 27
34. Please include the information required by Item 402 of
Regulation
S-B for the last three completed fiscal years.  See Item 402(b) of
Regulation S-B.
35. Please file all employment and consulting agreements as
exhibits.

Market for Common Equity and Related Stockholder Matters, page 31
36. Please provide the full disclosure required by Item 201(a)(ii)
of
Regulation S-B.  We do not understand reference to Fiscal 2006.

Security Ownership of Certain Beneficial Owners and Management,
page
32

37. Reference is made to footnote 2.  Please identify the control
person for Panetta Partners.  If the control person is Mr.
Cerrone,
we do not understand the basis for his disclaimer of beneficial
ownership.
38. It is not clear whether the disclosure reflects the voting
agreement.  Please clarify.

Selling Stockholders, page 34
39. Reference is made to the last sentence of the fifth paragraph
regarding the number of shares in this offering being
automatically
increased by the number of shares of common stock issued as in-
kind
dividends.  Please provide us with an analysis as to why these
additional shares will not need to be added to this registration
statement by amendment.

Certain Relationships and Related Transactions, page 20
40. Please include the full disclosure regarding transactions with
promoter during the past 5 years as required under Item 404(d) of
Regulation S-B.  See Rule 405 of Regulation C for the definition
of
"promoter."
41. Please indicate whether there are any existing relationships
or
plans to create relationships between the company and the various
entities affiliated with your officers, directors, principal
shareholders and promoters.  In this regard, we note that several
of
the entities affiliated with your officers, directors, principal
shareholders and promoters are engaged in similar fields.  See for
example, Callisto Pharmaceuticals and Fermavir Pharmaceutical.
42. We note your statement that the principal purpose of redeeming
shares held by Panetta was to lower Panetta`s level of share
ownership relative to non-affiliates.  Based on a Form 8-K filing
made on March 11, 2004, it appears to us that the principal
purpose
of the redemption was to compensate Mr. Cerrone and/or Panetta for
the 2,000,000 shares which were purchased in February 2004 for
$386,400 and to allow for the July 2004 share exchange with the
Xenomics Sub shareholders.
43. Please disclose the $50,000 signing bonus to be paid to Mr.
Cerrone and the annual 15% cash bonus.
44. Supplementally advise as to the relationship between your
officers, directors, principal shareholders and promoters and
Rivington Technologies.
45. Concerning the redemption of shares of Panetta Partners Ltd.,
please add the following:
* The basis of the $500,000 valuation;
* Whether paid in cash;
* The percentage of shares owned by Panetta at the time of the
transaction;
* The date of purchase by Panetta and the price(s) paid;
* Dollar amount of gain to Panetta as a result of the transaction;
* The control person(s) of Panetta at the time of the transaction.

Description of Securities, page 38
46. Please disclose whether the common stock has cumulative voting
rights.
47. Briefly discuss the "subsequent equity sales" provision of the
Series A shares.
48. The statement that all of the outstanding shares of common
stock
are  "fully paid and nonassessable" is a legal conclusion that you
are not qualified to make.  Either attribute this statement to
counsel and file counsel`s consent to be named in this section, or
delete it.

Where You Can Find More Information, page 42
49. Please be advised of the Commission`s new address:

100 F Street, NE
Washington, DC  20549

In doing so, please also be advised that the Chicago and New York
public reference facilities are no longer operational.

Financial Statements
50. Please provide a currently dated consent in any amendment and
ensure the financial statements are updated as required by Item
310(g) of Regulation S-B.

Audit Report, page F-2
51. The audit report refers only to the income statement period
ended
January 31, 2005, but the financial statements also include
information relating to the year ended January 31, 2004, and the
period from inception to January 31, 2005.  Please discuss with
your
auditor and ask them to revise the report to reference all periods
presented in the financial statements.

Statement of Operations, page F-4
52. We note that the statement of operations includes virtually no
operating expenses for the year ended January 31, 2004.  Please
explain how this could be the case, if Xenomics maintained
operations
during this period.  We note your disclosures on page 24 that Dr.
Tomei and Mr. Umansky co-founded Xenomics in 1998.  Please tell us
the approximate amount of time that was incurred by these
individuals
on company business during the year ended January 31, 2004.  Note
that all costs of doing business should be included in the
registrant`s financial statements, including expenses incurred on
its
behalf by its major shareholders. Where services are performed for
the company by its major shareholders at no charge, we believe
that
the substance of such transactions is the payment of the company`s
expenses through a capital contribution by the shareholder.  See
Staff Accounting Bulletin Topics 1.B.1 and 5.T.  Please revise the
financial statements accordingly, or tell us why you believe that
no
revisions are required.

Statement of Stockholders` Equity, page F-5
53. Please revise the statement to include the relevant balances
since inception, as required by FAS 7 for development stage
companies.
54. Please explain why the statement of stockholders` equity
reports
13,166,502 shares outstanding as of January 31, 2003.  While we
would
expect 13,166,502 shares to be outstanding after the merger on
July
2, 2004, it is not clear why the 10.9 million shares of Used Kar
Parts would be reported prior to the merger.  Also, we note the
recapitalization appears to have resulted in a significant
increase
to equity for Xenomics, based on the financial statements of
Xenomics
provided in your 8-K/A filed on September 15, 2004.  Please tell
us
how this could have occurred, as a recapitalization would
typically
not result in an increase to equity, unless cash or other assets
were
received in the transaction.

Cash Flow Statement, page F-6
55. Please revise the presentation of the financing activities
section of the statement to present repurchases of common stock
separately from issuances.  Also, disclose cash paid for interest
and
taxes.  If none, please indicate this in your disclosure.

Note 1 - Business Overview, page F-7
56. Please explain, in detail, how you determined that a charge
for
purchased in-process development was appropriate, when you state
that
the transaction was accounted for as a recapitalization.  We note
that purchased in-process research and development charges
typically
occur in a transaction accounted for as a business combination as
discussed in paragraph 42 of FAS 141.  By contrast, in a
recapitalization, no goodwill or intangible assets are recorded
since
no business combination has occurred.
57. Please tell us why the shares transferred to escrow were
recorded
at their par value, rather than the fair value of t