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      Xenomics Comment Letter

              March 1,
                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. 3 to Form SB-2 filed February 14, 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
        22, 2006 concerning Amendment No. 3 to the Company’s Registration Statement on
        Form SB-2 (File No. 333-127071) filed with the Commission on February 14,
        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 February 22, 2006.
        References in the text of the responses herein to captions and page numbers
        are
        to Amendment No. 4 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.

      Executive
        Compensation

                1.

                The
                  table should include compensation amounts for the past three years.
                  See
                  Instruction to Item 402(b) of Regulation
                  S-B.

      On
        page 27
        of Amendment No. 4 to Form SB-2, we have modified the Summary Compensation
        Table
        to include compensation amounts for the past three years.

      Financial
        Statements

      Note
        4-Stockholders’ Equity, page F-25

                2.

                We
                  note your response to prior comment nine. Please tell us why you
                  believe
                  it was appropriate to record an expense for the fair value of the
                  warrants
                  at the date of issuance. To the extent that liability classification
                  is
                  required under EITF 00-19, the instrument should be recorded at
                  fair value
                  on the date of issuance. For a private placement, this typically
                  occurs
                  through the allocation of a portion of the proceeds. Generally,
                  it would
                  not be appropriate to record an expense at the date of issuance
                  unless the
                  fair value of the instruments that were required to be classified
                  as
                  derivative liabilities exceeded the net proceeds received. Please
                  revise
                  the financial statements accordingly, or tell us why you believe
                  that no
                  revisions are required.

      The
        original accounting for the fair value for the warrants as an immediate charge
        to expense was overly conservative and not an appropriate interpretation
        of
        applicable guidance in accounting literature. On pages F-16, F-20, F-21,
        and
        F-26 of Amendment No. 4 to Form SB-2, we have modified the financial statements
        and related disclosures to reflect the establishment of a liability for the
        fair
        value of the warrants at the date of issuance with a corresponding reduction
        to
        proceeds allocated to preferred stock. Further, we have marked that liability
        to
        market at subsequent balance sheet dates and recorded a corresponding charge
        or
        benefit in the statement of operations.

                3.

                Please
                  revise the description of the warrant liability on the balance
                  sheet to
                  clearly indicate that the amount is a liability. Also, please revise
                  your
                  disclosure in Note 4 to state why the amount is recorded as a non-current
                  liability.

      On
        page F-16 of Amendment No. 4 to Form SB-2, we have modified the financial
        statements as requested. Additionally, on page F-26 we have disclosed why
        the
        warrant liability has been classified as a non-current liability as
        requested.

                4.

                Please
                  tell us why you believe that the income or expense relating to
                  the
                  valuation of the warrants is appropriately classified in the cash
                  flow
                  statement as a financing activity, or revise your disclosures
                  accordingly.

      On
        page F-21 of Amendment No. 4 to Form SB-2, we have modified the financial
        statements as described in the response to comment #2 above. Consequently,
        the
        charge to expense representing the total value of the warrants, which was
        classified as a financing activity in the cash flow statement, has been removed.
        Additionally, the charge or benefit in the statement of operations relating
        to
        the change in the warrant liability (to mark this liability to market) has
        been
        classified in the cash flow statement as an operating activity.

      1934
        Act Periodic Reports

                5.

                Your
                  response to prior comment 14 did not address the majority of the
                  adjustments relating to stock-based compensation expense, which
                  were
                  unrelated to the use of quoted market prices as discussed in your
                  supplemental response. Please tell us the specific factors that
                  you
                  considered in determining your disclosure controls and procedures
                  were
                  effective despite the restatements related to the Trilogy warrants
                  and the
                  application of EITF 96-18.

      Introduction:

      The
        paragraphs below describe the specific factors considered by our Chief Executive
        Officer and Principal Financial Officer in determining our disclosure controls
        and procedures were effective despite the restatements related to the Trilogy
        warrants and the application of EITF 96-18.

      Further,
        the changes described therein such as appointment to the Board of Directors
        and
        the Audit Committee of
        an
        "audit committee financial expert" (as defined in Item 401(e) of Regulation
        S-B), appointment of a new Chief Financial Officer and his inclusion in all
        meetings of the Board of Directors, establishment of a Disclosure Committee,
        etc., have had an immediate benefit to the Company and its financial and
        control
        environment. Such changes demonstrate the Company's commitment to quality
        financial reporting and effective controls and procedures both now and for
        the
        future.

      Specific
        Factors Considered:

      The
        following specific factors were considered by our Chief Executive Officer
        and
        Principal Financial Officer in evaluating the effectiveness of the Company's
        disclosure controls and procedures.

      1)
        The
        Control Environment

                This
                  factor overarches and sets the tone for all other disclosure controls
                  and
                  procedures. This factor includes the professionalism and qualifications
                  of
                  those officers and directors involved in the financial reporting
                  process.

      2)
        Corporate
        Governance

                This
                  factor relates to the structure of corporate management and board
                  of
                  directors responsibilities regarding the oversight of financial
                  reporting.

      3)
        Accounting
        Policies, Audit and Reporting Procedures

                This
                  factor relates to the integrity of
                  the
                  financial reporting process and management’s
                  application of Generally
                  Accepted Accounting Principles.

      4)        Internal
        Controls

                This
                  factor relates to accounting systems, proper segregation of duties,
                  account reconciliations and approvals at the transaction
                  level.

      The
        Control Environment

      This
        disclosure control factor involves the number, position, duties and professional
        qualifications of the individuals involved in the Company’s financial reporting
        process. On July 2, 2004, Xenomics, Inc., formerly Used Kar Parts, Inc. acquired
        all of the outstanding common stock of Xenomics and concurrently completed
        a
        private placement for aggregate proceeds of approximately $2.5 million. Prior
        to
        this acquisition both Used Kar Parts and Xenomics had limited
        operations.

      From
        July 2004 through the present, the Company has diligently recruited and hired
        a
        strong and highly experienced team of officers, directors, employees and
        advisors capable of addressing the issues related to being a newly public
        company. The following is a chronology of those actions which have contributed
        to management’s conclusion that disclosure controls and procedure were
        effective:

                a)

                On
                  September 3, 2004, the Company appointed V. Randy White, Ph.D.
                  as Chief
                  Executive Officer. Dr. White has over thirty years of executive
                  management
                  experience with both public and private companies. (Effective
                  February 23, 2006, Mr. White has left the Company to pursue other
                  interests and Dr. L. David Tomei, co-founder of Xenomics and Co-Chairman
                  of the Xenomics Board of Directors as been appointed Chief Executive
                  Officer.)

                b)

                On
                  January 28, 2005, the Company's audit committee engaged Lazar Levine
&
                  Felix LLP as its principal Independent Registered Public Accounting
                  Firm
                  and Baum & Company, PA resigned as the principal Independent
                  Registered Public Accounting Firm. Lazar Levine & Felix, LLP is a firm
                  with a broad
                  public company practice and SEC reporting experience. This change
                  was
                  reported in Form 8-K filed on February 3, 2005, Item 4.01, Changes
                  in
                  Registrant's Certifying Accountant.

                c)

                On
                  February 14, 2005, the Company appointed Bernard Denoyer as Vice
                  President-Controller for a
                  period
                  of one year. Mr. Denoyer is a Certified Public Accountant and has
                  over
                  thirty years of financial management experience which includes
                  serving as
                  principal financial officer for several public companies.

                d)

                On
                  December 1, 2005, the Board of Directors appointed
                  John Brancaccio as director and Chairman of the Audit Committee.
                  Mr.
                  Brancaccio is a retired CPA and has over 30 years of financial
                  management
                  experience. He currently serves as the Chief Financial Officer
                  of
                  Accelerated Technologies, Inc., a medical device company, and on
                  the
                  boards of the following publicly-held companies: Callisto Pharmaceuticals,
                  Inc., Alfacell Corporation, and FermaVir

              Pharmaceuticals, Inc. Mr. Brancaccio was formerly the acting Chief
                Financial Officer and Treasurer of Memory Pharmaceuticals Corporation.
                This appointment was reported in Form 8-K filed on December 7, 2005, Item
                5.02: Departure of Directors or Principal Officers; Election of Directors;
                Appointment of Principal Officers.

                e)

                On
                  January 16, 2006 the Company appointed Frederick Larcombe as Chief
                  Financial Officer. Mr. Larcombe is a Certified Public Accountant
                  and has
                  over twenty-five years of financial management experience which
                  includes
                  serving as Chief Financial Officer and Vice President of Finance
                  with
                  MicroDose Technologies, Inc., a privately held drug delivery company,
                  and
                  ProTeam.com, Inc., a publicly held Internet-oriented retailer.
                  Prior to
                  that, he held financial positions with Cambrex Corporation, a
                  publicly-held life sciences company, and PriceWaterhouseCoopers.
                  This
                  appointment was reported in Form 8-K filed on January 20,
                  2006, Item
                  5.02: Departure of Directors or Principal Officers; Election of
                  Directors;
                  Appointment of Principal Officers.

      Corporate
        Governance

      One
        of the most important aspects of corporate governance, as it relates to
        disclosure controls and procedures, is the Audit Committee of the Board of
        Directors. As you are aware, the Audit Committee is responsible for: (i)
        reviewing the independence, qualifications, services, fees, and performance
        of
        the independent auditors, (ii) appointing, replacing and discharging the
        independent auditors, (iii) pre-approving the professional services provided
        by
        the independent auditors, (iv) reviewing the scope of the annual audit and
        reports and recommendations submitted by the independent auditors, and (v)
        reviewing our financial reporting and accounting policies, including any
        significant changes, with management and the independent auditors. Members
        of
        the Company's Audit Committee have been consistently active in these capacities
        and fulfilling the related responsibilities.

      During
        the period from October
        25,
        2004 through December 1, 2005 the Audit Committee consisted of Thomas Adams
        and
        Donald Picker. They are "independent" as that term is defined under applicable
        SEC rules. With the appointment
        of John Brancaccio to the Audit Committee on December 1, 2005, the Company
        now
        has an "audit committee financial expert" as defined in Item 401(e) of
        Regulation S-B.

      Accounting
        Policies, Audit and Reporting Procedures

      The
        restatements related to the Trilogy warrants and the application of EITF