SecProbe.io

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MAIL STOP 0511

								September 27, 2004

Mr. Michael Evangelista
President
XSInventory
2950 E. Flamingo Rd., SuiteE-6D
Las Vegas, NV 89121

RE: 	XSInventory
	Registration Statement on Form SB-2
	File Number: 333-118632
Filed August 27, 2004

Dear Mr. Evangelista:

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.

General

1. We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require for
an informed 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.

Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the company may not assert this action 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 connection with our review of your filing or in
response to our comments on your filing.

We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering of
the securities specified in the above registration statement.  We will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

2. Provide a current consent in any amendment and consider the
updating requirements of Item 310(g) of Regulation S-B.

Cover Page

3. Please disclose the date on which this offering will end.

Prospectus Cover Page

4. We note, throughout the prospectus, the offering is described as a
"best efforts" offering.  "Best efforts" offerings generally involve
the participation of an underwriter.  If there is no underwriter,
refer to the offering as a direct participation, direct public, or
self-underwritten offering.  Please revise.

Summary, page 1

5. We note on page 11 that neither Mr. Evangelista, nor any affiliates
will be purchasing shares in this offering.  On page 28, you state
that the shares purchased in this offering are freely tradable "unless
shares are purchased by our affiliates."  Please reconcile these two
statements.  If true, on page 28, clarify that the above quoted
language only applies in the case of affiliates who become affiliates
because the securities they acquire in the offering provide them,
directly or indirectly, with control or the capacity to control the
issuer.

6. Disclose whether management, or affiliates thereof, may/will
purchase shares in this offering in order to reach the minimum.  If
so, disclose that they will purchase for investment purposes only and
not with the intent to resell.

7. You should expand the first paragraph of the summary to state that:

* you have generated all of your revenue to date by selling goods
using eBay;
* your "affiliation" with eBay is a standard user agreement which eBay
makes available to members of the general public;
* you have only one full-time employee in addition to your sole
officer, director and stockholder, who you anticipate will devote a
small portion of his professional time to the company going forward;
* even if the maximum number of securities you are offering are sold,
you will not have the financial resources needed to hire additional
employees or meaningfully expand your business; and
* you anticipate operating losses for at least the next 12 months.

Capitalization, page 3

8. We note the large range of possible offering proceeds.  Please add
an additional column in the table which presents capitalization
information as adjusted to reflect the sale of 675,000 shares, the
midpoint between 350,000 and 1,000,000.  Please provide similar
disclosure in the Use of Proceeds section.

Risk Factors, page 3

9. To the extent possible, please avoid the generic conclusion that
you make in several of your risk factors that the risk discussed would
have a material adverse effect on your revenues or operations or loss
of investment by investors.  Instead, replace this language with more
specific disclosure of how your financial condition would be affected
as well as putting the risk in context by making the magnitude of the
risk clear.
10. The subheadings of some of your risk factors merely state facts
and do not adequately reflect the risks that follow. Please revise
your subheadings to succinctly state the risks you discuss in the
text.  We refer you to "A Plain English Handbook - How to Create Clear
SEC Disclosure Documents," issued by the Office of Investor Education
and Assistance, which is available on our website at www.sec.gov, and
the updated version of Staff Legal Bulletin No. 7, dated June 7, 1999.

11. Some of your risk factor discussions are boilerplate and could
apply to any issuer or to any offering. For instance, it appears that
risk factor six, "We are subject to substantial competition," could
apply to any issuer in your industry.  If you elect to retain these
and other general risk factors in your prospectus, you must clearly
explain how they apply to your industry, company, or offering.

12. Please consider including a risk factor that addressees the risks
associated with penny stocks.  In this new risk factor, you should
highlight the fact that the penny stock rules will apply to your
securities and this will adversely affect investors` ability to sell
shares purchased in the offering and the price of your securities.

13. Please consider including a risk factor that addressees the risks
associated with your sole officer`s ownership of 60-81% of your common
stock after the offering.  Your discussion should highlight investors`
inability to change the composition of the board and management, and
lack of decision-making capability or influence as to the registrant
and its business.

14. Immediately following the risk factor regarding Mr. Evangelista`s
ownership, you should add a risk factor regarding his ability to
control the registrant`s issuance of securities after the offering.
In the risk factor you should explain that after the offering, acting
alone he could authorize the issuance of securities that may dilute
and otherwise adversely affect the rights of purchasers of common
stock in the offering, including preferred stock, and that he may
authorize the issuance of these securities to anyone he wishes,
including himself and his affiliates at prices significantly less than
the offering price.

15. You should add a risk factor regarding dilution.  In the risk
factor, you should compare net tangible book value before and after
the offering, quantify the dilution to new stockholders, and mention
that the offering price is greater than seven times book value.

16. Please expand the first risk factor to highlight your accumulated
deficit and net losses for the periods ended June 30, 2004 and
December 31, 2003.

17. Please expand the third risk factor to state that Mr. Evangelista
has no experience running an online sales business.

18. Please reconcile the apparent inconsistency between the statement
in your fourth risk factor that your sole officer will spend less than
15 hours per month on your activities and the statement in the
Directors, Executive Officers section, which states that he devotes at
least 15 hours per month on your activities.

19. In the narrative of risk factor four, please disclose that Mr.
Evangelista is employed elsewhere and whether there is any risk that
his full-time job will prevent his continued involvement with
XSInventory.

20. The subheading to risk factor five does not adequately reflect the
risks involved in dealing with eBay.  Please consider revising this
subheading to show that eBay has unilateral power to terminate the
agreement, which may result in an inability to continue and a loss of
investment, and that if your contract with eBay is terminated that you
may not be able to establish relationships with other online trading
companies whose websites are as widely utilized by potential buyers of
your goods as eBay`s website.

21. Your sixth risk factor, regarding competition, should be expanded
to highlight the fact that your eBay agreement does not entitle you to
any rights and privileges that are not enjoyed by thousands of other
parties that offer goods for sale on the eBay website.

22. Risk factors seven and eight both address the need for additional
capital.  Risk factors one and nine both address your minimal revenues
and the prospect of future sales.  Please consider combining the
paired risk factors to avoid redundancy.

23. Please expand your need for additional capital risk factor, which
will be a combination of current risk factors seven and eight, to
state that even if the offering is completed, you will not be able to
expand your business meaningfully.  Further expand this risk factor to
state that even if you sell all of the securities you are offering,
the majority of the offering`s net proceeds will be used to pay
salaries to your two current employees during the next 12 months.

Special Note Regarding Forward-Looking Statements, page 6

24. Please remove the word "will" from the list of words in the second
sentence of this section.

Use of Proceeds, page 7

25. We note that salaries, office lease, office equipment, telephone,
office supplies, legal, and inventory appear to be variable expenses.
In the event that an amount in between the maximum and minimum is
raised, how you prioritize these expenses would be material to
investors.  Please revise to address this issue.

Dilution, page 10

26. We note the following issues relating to the presentation of
dilution tables and narratives:
* Please revise to consistently round disclosures to two decimal
places.
* Please revise the net tangible book value per share after the
offering under the scenario "maximum offering" to $ .04 consistent
with your narratives.
* Please revise the "total cash consideration" to $165,500 instead of
$137,000.

Plan of Distribution, page 9

27. In the Prospectus Cover Page you state there is "no arrangement to
place funds is an escrow, trust or similar account."  Please clarify
if that statement applies to the "segregated account" referenced in
this section.

28. In conjunction with the preceding comment, if the segregated
account is not an escrow, trust or similar account, please revise to
provide appropriate risk factor disclosure and address what, if any,
assurances are in place to return the investors` funds if the minimum
offering is not reached.

29. Please disclose at which bank the segregated account will exist.

30. You state that the offering period may be as long as 180 days.
Supplementally, tell us how you plan to update the information in the
prospectus and ensure that offerees are furnished with prospectuses
containing current information during the offering period.

31. We note that fees ranging from $600 - $2,000 are allocated to
subscription processing and will be paid to Ms. Amigone as the
"selling agent".  Please advise if she is a registered broker/dealer,
and disclose in the prospectus what a "Uniform Securities Agent" is.
If she is not a registered broker/dealer, please provide the basis for
her exemption from registration.  Additionally, you do not discuss the
fees to be paid to your transfer agent.  If Ms. Amigone is actually
the transfer agent, please revise where appropriate.

Director, Executive Officers, Promoters and Control Persons, page 12

32. We note the existence of one full-time employee.  Considering this
person puts in substantially more time than Mr. Evangelista, you
should provide the information required by Item 401 of Regulation S-B
regarding this person.  Please refer to Item 401(b) of Regulation S-B.

33. Please disclose the name of the Las Vegas based automotive
wholesale business that Mr. Evangelista has managed since 2003.

Description of Business, page 17

34. We note the term "excess inventories" is used throughout the
prospectus.  Please define that term and expand your discussions
regarding principal products sold, principal suppliers and dependence
on one or a few major customers or suppliers as required by item
101(b) of Regulation S-B.

35. Please disclose whether or not you have established any product
outlets and file any contracts as exhibits.

36. Please disclose where and with whom you warehouse the merchandise
you sell.  Please file any contracts as exhibits.

37. We note that in the near future you intend to utilize the on-line
trading platforms of TraderOnline.com, Liquidation.com and others.
Please disclose the fee structures offered by those and other likely
platforms you intend to use.  If you enter into agreements during this
registration with any of these entities please file those agreements
as exhibits.

38. Please discuss the reasons for using more than one trading
platform and the factors that would lead you to utilize one platform
over another.  Also, delete disclosure in the prospectus that states
that you have an online trading platform, as you do not, and this
disclosure may confuse investors.

39. We note your statement that you intend to "establish a number of
quality product outlets" where you "can purchase quality excess
inventory" and then sell that inventory on-line.  Please explain what
you mean by product outlets.  For instance, will these be storage
locations for inventory?  How will they factor into your ability to
purchase merchandise for resale?

40. Please disclose expected shipping costs for the products you have
and intend to sell.

41. Please disclose the types of products you currently sell and the
types you intend to sell in the next 12 months.

42. We refer to the first paragraph of page 1 and 16 stating that you
are engaged "in the business of marketing, selling and distributing
products, and excess inventories."  If this statement means that there
are other products being sold in addition to "excess inventories"
please elaborate.  If not, please revise to eliminate confusion.

43. Please disclose the major suppliers of your merchand