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CORRESP
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      Xenomics Response Letter

            March 15,
              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. 4 to Form SB-2 filed March 1, 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 March 13,
      2006 concerning Amendment No. 4 to the Company’s Registration Statement on Form
      SB-2 (File No. 333-127071) filed with the Commission on March 1, 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 March 13, 2006.
      References in the text of the responses herein to captions and page numbers
      are
      to Amendment No. 5 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.

    Risk
      Factors, page 5

              1.

              Please
                either include a risk factor addressing the weaknesses in your disclosure
                controls and procedures as is evidenced by the prior restatements
                made to
                your financial statements or tell us why such a risk factor is not
                necessary.

    On
      page 5
      of Amendment No. 5 to Form SB-2 we have added a risk factor addressing the
      weaknesses in or disclosure controls and procedures as is evidenced by the
      prior
      restatements made to our financial statements.

    Management’s
      Discussion and Analysis …, page 12

              2.

              We
                note your response to prior comments 5 and 6. Please expand MD&A to
                state why you continue to believe that your disclosure controls and
                procedures were effective for the financial statement periods in
                light of
                the various restatements to your financial statements. Summarize
                the
                restatements in MD&A and state the specific reasons why you continue
                to believe that your disclosure controls were effective.

    On
      page
      13 of Amendment No. 5 to Form SB-2 we have summarized the restatements and
      stated that we do not believe that our disclosure controls and procedures were
      effective during the financial statement periods disclosed.

              3.

              Revise
                MD&A to discuss the enhancements to your disclosure controls and
                procedures as summarized in your response to prior comments 5 and
                6 and
                disclose any changes in internal control over financial reporting
                made to
                date.

    On
      page 13 of Amendment No. 5 to Form SB-2 we have added in a discussion of
      the enhancements of our disclosure controls and procedures designed to remediate
      the weaknesses in our disclosure controls and procedures and disclosed certain
      changes in our internal controls over financial reporting made to
      date.

              4.

              For
                each periodic report affected by the restatements, amend your disclosures
                in MD&A to summarize the restatements and the specific reasons why you
                continue to believe that your disclosure controls and procedures
                were
                effective.

    In
      Amendment No. 3 to Form 10-KSB for the year ended January 31, 2005, Amendment
      No. 2 to Form 10-QSB for the quarter ended April 30, 2005, Amendment No. 5
      to
      Form 10-QSB for the quarter ended July 31, 2005 and Amendment No. 3 to Form
      10-QSB for the quarter ended October 31, 2005 we have summarized the
      restatements and
      stated that we do not believe that our disclosure controls and procedures were
      effective during the financial statement periods disclosed. In addition we
      have
      modified the Controls and Procedures section of each of the periodic filings
      to
      disclose that our Chief Executive Officer and Chief Financial Officer do not
      believe that our disclosure controls and procedures were effective as of the
      periods ended in such periodic reports. We have also disclosed the actions
      we
      have taken to date to remediate such weaknesses.

              Very
                truly yours,

              /s/
                Jeffrey J. Fessler