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      SEC Response Letter

              February 14,
                2006

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street, NE

    Washington,
      D.C. 20549

    Attention:
      John Reynolds, Esq.

              Re:

              Xenomics,
                Inc.

              Form
                SB-2 filed August 1, 2005

              Amendment
                No. 2 to Form SB-2 filed January 9, 2006

              File
                No. 333-127071

    Dear
      Mr.
      Reynolds:

    This
      letter sets forth the responses of Xenomics, Inc., a Florida corporation (the
      “Company” or “we”), to the comments received from the Staff (the “Staff”) of the
      Securities and Exchange Commission (the “Commission”) by letter dated February
      2, 2006 concerning the Company’s Registration Statement on Form SB-2 (File No.
      333-127071) filed with the Commission on January 9, 2006 (the “Registration
      Statement”). We are authorized by the Company to provide the responses contained
      in this letter on behalf of the Company.

    The
      numbers of the responses in this letter correspond to the numbers of the Staff’s
      comments as set forth in its letter to the Company dated January 9, 2006.
      References in the text of the responses herein to captions and page numbers
      are
      to Amendment No. 3 to Form SB-2 which is being filed herewith. For your
      convenience, we set forth each comment from your comment letter in bold typeface
      and include the Company’s response below it.

    General

              1.

              Please
                clarify throughout what “cGMP” means and who or what authority the
                guidelines come from.

    On
      page 7
      of Amendment No. 3 to Form SB-2 we have defined cGMP and stated that such
      guidelines are promulgated by the FDA.

              2.

              The
                company’s preferred dividend obligation should be discussed in MD&A
                under Liquidity and Capital Resources. Any arrearages should be
                indicated.

    On
      page
      16 of Amendment No. 3 to Form SB-2 we have added a new paragraph under Liquidity
      and Capital Resources discussing our preferred dividend obligations and

    indicating
      there are no arrearages.

              3.

              Please
                remove what appear to be tags of some sort (<R>) throughout
                the unmarked EDGAR version of the
                filing.

    We
      have
      removed the tags in Amendment No. 3 to Form SB-2.

    Risk
      Factors, page 5

              4.

              The
                first risk factor refers to an inception date of April 26, 2002,
                which
                appears to be in error; it should reconcile with that used in the
                financial statements.

    On
      page 5
      of Amendment No. 3 to Form SB-2 we have changed the inception date to August
      4,
      1999.

    Executive
      Compensation, page 27

              5.

              As
                previously requested, since none of the persons listed annual salary
                and
                bonus exceeded $100,000, clarify the reference to compensation of
                “$100,000 or more” in the first paragraph. Refer to Item 402(a)(2) of
                Regulation S-B for the persons required to be
                listed.

    On
      page
      27 of Amendment No.3 to Form SB-2 we have updated the information in the Summary
      Compensation Table to include the year ended January 31, 2006. We have deleted
      the 2005 numbers because none of the executives had compensation over
      $100,000.

              6.

              In
                addition, please update all disclosure hereunder for the most recent
                fiscal year.

    As
      stated
      in the prior response, we have updated the disclosure for the most recent fiscal
      year.

    Plan
      of Distribution

              7.

              The
                references to “donees, pledgees, transferees or other
                successors-in-interest” should be removed or a statement added that the
                identities of such persons will be added by post effective
                amendment.

    On
      page
      40 of Amendment No. 3 to Form SB-2 we have added in the statement that the
      identities of such persons will be added by a post-effective
      amendment.

    Financial
      Statements, page F-1

    Note
      2 - Basis of Presentation, page F-9

              8.

              We
                note your response to prior comment 27. Please expand the APB
                20

                disclosures
                  in Note 2 on page F-9 and Note 6 on page F-28 to show the amount
                  and
                  nature of each material revision. For example, expand the line
                  item,
                  “additional stock-based compensation” to disclose the effect of revisions
                  including:

              ·

              expense
                recognition for the Trilogy
                warrants,

              ·

              expense
                resulting from the use of quoted market
                price,

              ·

              the
                application of EITF 96-18 to options granted to
                non-employees.

    For
      each material revision, describe the original accounting treatment and the
      nature of the error correction. Disclose both amounts recorded in the financial
      statements prior to correction, as well as the revised
      amounts.

    On
      page
      F-9 and F-28 of Amendment No. 3 to Form SB-2 we have expanded the description
      of
      the restatements to include the requested disclosures.

    Note
      4- Stockholders’ Equity, page F-25

                9.

                  We
                    note your response to prior comment 30. While the agreement may
                    provide
                    that the liquidated damages are required to be paid in cash,
                    the ability
                    to have the registration statement declared effective remains
                    outside of
                    the control of the issuer. We note that the liquidated damages
                    are
                    material and appear to be potentially unlimited, which renders
                    the
                    settlement option of providing unregistered shares to settle
                    the warrants
                    uneconomic. Accordingly, we believe the warrants are required
                    to be
                    initially classified as liabilities under EITF 00-19, and then
                    adjusted to
                    fair value at each subsequent balance sheet date, with changes
                    in fair
                    value reflected in the statement of operations. See paragraphs
                    14-17 of
                    EITF 00-19. Please revise your financial statements and related
                    disclosures
                    accordingly.

      We
        have
        amended our Forms 10-QSB for the quarters ended July 31, 2005 and October
        31,
        2005 to reflect the charge to expense and related liability associated with
        the
        warrants issued in connection with the financing transaction on July 13,
        2005 in
        accordance with the provisions of EITF #00-19.

                  10.

                      We
                        note your response to prior comment 42. Please revise the
                        statement of
                        stockholders’ equity and the calculation of net loss per share applicable
                        to common shareholders to reflect the dividend, or tell us
                        why you believe
                        that no revisions are
                        required.

        On
          page
          F-17 and F-20 of Amendment No. 3 to Form SB-2 we have revised the calculation
          of
          net loss per share applicable to the common shareholders and the statement
          of
          stockholders’ equity.

    Part
      II

    Undertakings

                11.

                    In
                      your amended filing, please revise to include the new undertakings
                      that
                      became effective on December 1, 2005. See Questions 3 through
                      6 in
                      Securities Offering Reform Transition Questions and Answers,
                      which is
                      available on our web site at http://www.sec.gov/divisions/corpfin/transitionfaq.htm.
                      See new Item 5l2(a)(4) and 512(g) of Regulation S-B, which
                      were adopted in
                      Securities Offering Reform, Release No. 33-8591 (July 19, 2005),
                      which is
                      available on our web site at http://www.sec.gov/rules/final/33-8591fr.pdf.

      We
        have
        reviewed the undertakings set forth in Part II of Amendment No. 3 to Form
        SB-2
        and we believe we are subject to only those undertakings
        indicated.

    Signatures

                12.

                    Please
                      have your Chief Financial Officer and Chief Accounting Officer
                      sign in
                      those
                      capacities.

      Our
        Chief
        Financial Officer and Principal Financial Officer has signed Amendment No.
        3 to
        Form SB-2.

    1934
      Act Periodic Reports

                13.

                      We
                        note your response to prior comment 27. We also note that
                        no filings were
                        made under Item 4.02 of Form 8-K relating to the various
                        restatements.
                        Please file the required disclosures under Item 4.02 of Form
                        8-K as soon
                        as
                        possible.

      We
        have
        filed all of the relevant Form 8-K’s related to the various
        restatements.

                14.

                      We
                        note your disclosure under Item 307 of Regulation S-B in
                        each amended
                        periodic report concludes your disclosure controls and procedures
                        were
                        effective. Please tell us the specific factors you considered
                        in
                        determining your disclosure controls and procedures were
                        effective, in
                        light of the restatements to your financial statements disclosed
                        in Note 2
                        to the financial statements for the year ended January 31,
                        2005, and in
                        Note 6 to the financial statements for the six months ended
                        July 31,
                        2005.

    Our
      Chief
      Executive Officer and Principal Financial Officer have concluded that our
      disclosure controls and procedures applicable to the preparation of the
      financial statements
      for the year ended January 31, 2005 and the six months ended July 31, 2005
      were
      effective at the time those financial statements were filed and have reaffirmed
      those conclusions in amended filings. The following paragraph provides
      information necessary for an understanding of the Company's position on this
      topic.

    The
      financial statements included in the amended filings were restated in connection
      with deferred founders compensation, purchased in-process research and
      development, and stock-based compensation. The restatement adjustment for the
      first topic was not material in nature to the operating results for the year
      ended January 31, 2005. The restatement adjustment for the second topic involved
      the interpretation and application of accounting principles applicable to the
      accounting for a business combination. Specifically, the Company accounted
      for
      the acquisition of the Xenomics operating company by Used Kar Parts, Inc. as
      a
      conventional acquisition. Upon subsequent re-examination of the circumstances,
      it was deemed that this transaction would be appropriately accounted for as
      a
      reverse merger. The restatement adjustment for the third topic involved the
      determination of the most appropriate value of the Company's common shares
      to be
      used in the calculation of stock compensation. Specifically, the Company elected
      to use $1.95 per share for such calculations rather than the quoted market
      price
      with a simple average of $3.70 during the applicable period. The Company viewed
      the former amount was a better representation of the Company's value since
      $5.3
      million was raised from new investors at that price while the latter was the
      result of very limited trading of the Company's stock, frequently only a few
      hundred shares per day, in the over-the-counter-market.

    As
      previously indicated, the restatement for the first topic was not material
      in
      nature. The restatement for the second and third topics and the accounting
      related thereto required professional and business judgment and were thoroughly
      discussed with the Company's Chief Executive Officer and Independent Registered
      Public Accounting Firm prior to the filing of the original financial statements.
      Review of these topics at the highest level of the Company coupled with reliance
      upon the Independent Registered Public Accounting Firm are the two primary
      factors considered in the development of the Company's statements regarding
      the
      effectiveness of disclosure controls and procedures.

              Very truly yours,

              /s/
                Jeffrey J. Fessler