SecProbe.io

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Mail Stop 0309	December 23, 2004

Mr. Federico G. Cabo
Chief Executive Officer
Xact Aid, Inc.
5655 Lindero Canyon Road, Suite 106
Westlake Village, California 91362

Re:	Xact Aid, Inc.
Registration Statement on Form SB-2, filed November 26, 2004
      File No. 333-120807

Dear Mr. Cabo:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your documents 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. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples and not complete lists.
If
our comments are applicable to portions of the filing that we have
not cited as examples, please make the appropriate changes in
accordance with our comments.
2. We note that throughout your prospectus you refer to your
product
as both singular and plural.  Please review your entire prospectus
and revise to clarify if the company currently has one "product"
or
multiple "products."
3. Please tell us how and when you intend to inform the
shareholders
of QT 5 about the effects of the proposed spin off on QT 5`s
management, operations and financial condition.  We may have
additional comments.

Calculation of Registration Fee
4. In footnote (1) to the registration fee table you state that
you
calculated 200% of the number of shares of your common stock
issuable
upon conversion of the convertible notes.  On pages 17 and 18 of
the
prospectus, however, you state that you are required to register
200%
of the common stock issuable upon conversion of both the notes and
the warrants.  Please revise your disclosure to clarify and to be
consistent.

Prospectus Cover Page
5. Please limit the cover page to the information that is required
by
Item 501 of Regulation S-B and other information that is key to an
investment decision. Your cover page contains superfluous
information
such as the treatment of fractional shares and the record date for
the distribution by QT 5.  Please limit the cover page to
information
that is required and that is key to an investment decision.
6. Please provide the disclosure and legend required by paragraph
(10) of Item 501 of Regulation S-B.

Summary, pages 3-4
7. Please explain in clear, plain English the technical term
"plan-o-
grams" you use in the forepart of your prospectus where the term
is
first used.  See Rule 421(d)(2)(ii) of Regulation C.
8. Please explain what you mean by the statement, "We also believe
there is a strong secondary market opportunity for bundling and
private label product configuration for corporate promotion and
fundraising."
9. Please delete the references to certain big box retailers since
you are only attempting to market to these outlets and according
to
your financial statements, have no revenues.
10. Please expand the discussion to briefly describe the general
development of the business, when it was acquired, and the
consideration paid.
11. Under the subheading "Number of Shares Being Offering" you
discuss only the shares of common stock being offered for resale
underlying your convertible notes and warrants.  Because this
prospectus also covers the shares being distributed to the
stockholders of QT 5, please revise this subheading to clarify.
For
example, you could revise the subheading to state, "Additional
Shares
Being Offered."
12. In addition, it appears that the 3,363,362 figure you refer to
on
page 4 should be 3,636,362.

Summary Financial Data, page 5
13. Please revise to state your date of inception.

Risk Factors, pages 6-12

"Because we have not earned any revenues . . . ." Pages 6-7
14. Please clarify whether your statement about the "above-
described
financing" applies to only the $400,000 raised in November 2004 or
also applies to the additional $600,000 committed.
15. In your next amendment, please revise your disclosure to
indicate
if you received the $300,000 financing commitment that was to be
received upon filing of this registration statement.
16. Please revise your disclosure to quantify the immediate funds
that you require.
17. Please incorporate into this discussion the rate at which you
are
currently burning cash on a monthly basis.
18. Please revise to discuss the consequences of your going
concern
qualification in terms of your ability to raise capital.

"We are dependent for our success on a few employees . . . ." Page
7
19. We note your disclosure on page 31 that you currently have
only 1
employee and four consultants.  Please revise the reference to key
employees in this subheading so that it is consistent with the
fact
that you have only one employee.  If you view some of your
consultants as key personnel, please state so and name such
consultants and describe their roles with your company.
20. To the extent that you have experienced problems attracting
and
retaining any key employee or consultant in the recent past,
please
revise to describe these problems.  Additionally, if any key
employee
or consultant has plans to retire or leave your company or
terminate
its agreement with the company in the near future, please revise
the
discussion to disclose this information.
21. Please state whether you maintain employment contracts with
any
key employee or consultant in this risk factor and disclose the
term
and termination provisions of the same if applicable.
22. Please disclose whether you have a key life insurance policy
on
your CEO.

"We cannot guarantee you that a market will develop for our
current
wound-specific first aid products . . . ." Page 7
23. Please briefly describe your plan to develop a market for your
product and expand your discussion of the difficulties you may
encounter in implementing such plan.
24. Please revise to briefly name some of the key stand-alone
products you expect your product will compete with and name your
key
competitors.  Consider discussing this risk in a separate risk
factor.

"We may not be able to adequately protect our trademarks or other
intellectual property . . . ." Pages 8-9
25. Please revise to describe the trademarks and other
intellectual
property in which you currently have a proprietary interest.
26. We note on pages 29 and 31 you refer to your trademark
application for "Xact Aid."  On page 29, however, you also state
that
the assets you acquired include "all designs and copyrights in
connection with the Trademarks," but you do not define
"Trademarks."
In this risk factor you also refer to "Trademarks" in the plural.
Please revise your disclosure in this risk factor and throughout
your
prospectus to clarify what and how many trademarks you currently
have
a proprietary interest in.

"Even if publicly-traded in the future, our common stock may be
subject to "penny stock" restrictions." Page 9
27. Please briefly describe why the penny stock requirements may
adversely affect the market liquidity of your stock.  For example,
some broker-dealers refuse to sell penny stock because it is more
difficult to sell.
28. Please expand to discuss the specific legal remedies available
to
investors of penny stocks.

"There are a significant number of shares underlying our
convertible
notes, and warrants . . . ." Page 10
29. Please revise to disclose the percentage of dilution that
would
occur if your notes and warrants were exercised for the number of
shares indicated.

"The continuously adjustable conversion price feature of our
convertible debentures could require us to issue . . . ." Page 10
30. Please revise this risk factor subheading to also refer to
your
warrants, as they too appear to have a continuously adjustable
conversion price feature.
31. Please revise your example of the shares issuable upon
conversion
of the debentures to include how decreases in market price would
affect the shares issuable under the warrants as well.

"The continuously adjustable conversion price feature of our
convertible debentures may encourage investors to make short sales
.
. . ." Page 11
32. Please revise this risk factor subheading and risk factor to
also
refer to your warrants, as they too appear to have a continuously
adjustable conversion price feature.

Forward Looking Statements, page 13
33. Section 27A of the Securities Act only applies to a forward-
looking statement made by an issuer that at the time the statement
is
made is subject to the reporting requirements of section 13(a) or
section 15(d) of the Exchange Act.  Since your reporting
obligation
will not arise until this registration statement becomes
effective,
please revise your disclosure regarding the applicability of the
safe
harbor and include a statement that the Private Securities
Litigation
Reform Act of 1995 and Section 27A of the Securities Act do not
protect any statements you make in connection with this offering.

Background and Reasons for the Spin-Off, page 15
34. Please revise to briefly describe the two lines of business
you
refer to in this section.
35. We note QT 5 and Xact share offices and personnel.  Since
these
are currently separate corporate entities, please explain in
greater
detail how the spin-off will enhance the respective company`s
ability
"to focus its efforts on making a profit in its own operations."

Use of Proceeds, page 16
36. Please disclose here that the exercise price per share for the
warrants is equal to the closing price of the common stock on the
date on which the common stock is first traded on the OTCBB
discounted by 45.0%.  In addition, please also describe how you
arrived at the estimate of approximately $1,650,000 as the
proceeds
you may receive from the exercise of the warrants.
37. It appears that you have a second use of proceeds section on
page
24 that does not provide any additional disclosure.  Please delete
the section on page 24 in order to avoid confusion.

Selling Shareholders, pages 19-21
38. Please revise footnotes 4, 5, 6 and 7 to state the closing
price
per share you assumed to calculate the number of shares listed in
the
table.

Plan of Distribution, pages 22-24
39. Please revise here and elsewhere in your prospectus where
applicable to state that the $1,650,000 you may receive from the
exercise of the warrants is an estimate and explain the
assumptions
you made in calculating that estimate.

Directors, Executive Officers, Promoters and Control Persons,
pages
25-26
40. Please revise your disclosure so that you have described the
business experience during the past five years of your officer Mr.
Cabo as required by Item 401(a)(4) of Regulation S-B.  For
example,
describe Mr. Cabo`s business experience from May 2001 to the time
he
joined Xact Aid.
41. Please confirm to us supplementally that Mr. Cabo formed Cabo
Distributing Co., a beer and wine distribution company, at the age
of
15.
42. We note your disclosure that Mr. DeLuca is presently employed
as
secretary and legal consultant to QT 5, Inc. and presently serves
as
a consultant to Automotive Racing Products.  If Mr. DeLuca is a
key
employee or consultant, please consider adding a risk factor that
addresses that he is currently serving these roles and may have
limited time to devote to development of the company.

Security Ownership of Certain Beneficial Owners and Management,
page
27
43. Please name all persons or entities that beneficially own more
that 5% of your common stock, including shares issuable upon
conversion of your notes and warrants.  In that regard, we note
that
since Mr. Corey Ribotsky has voting and investment control over
multiple selling shareholders, he may be a greater than 5%
beneficial
owner of your common stock.  Please provide us your analysis.

Corporate History, page 29
44. Please revise to disclose the amount of start-up and operating
capital QT 5, Inc. advanced to you on April 30, 2004 and the
number
of shares of common stock you issued in exchange.
45. Please revise to disclose from whom you acquired the Xact Aid
line of first aid products, as well as the consideration and
structure of the transaction.  Please describe any purchase
agreement
entered into for the acquisition and file any written agreement as
an
exhibit to this registration statement.

Our Business, pages 29-30
46. Please note that Item 101(c)(3) of Regulation S-B encourages
you
to provide your Internet address if available.
47. Please clarify what you mean by your products are "now being
marketed" to a broad range of retailers.  We note you have no
product
revenue.  Please expand your disclosure to describe your current
phase of marketing and where you stand with the retailers you
mention.
48. Please revise to expand your disclosure regarding your
"various
stages of market development."  What are these stages?  Where do
you
currently stand?

Product Lines / Marketing and Sales, page 30
49. Please revise your disclosure to explain if you expect certain
of
these markets to be your primary markets.
50. Please explain which markets you are concentrating your
efforts
on.  If there are markets you are not currently focusing on,
please
disclose that and indicate that is the case.

Manufacturing and Products, page 30
51. Please name the third party who manufacturers your products.
Please describe any agreements or understandings you have with
this
third party and file any written agreements as exhibits to the
registration statement.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, pages 31-36
52. Please provide the plan of operation disclosure required by
Item
303(a) of Regulation S-B.  We may have further comments.

General Overview, page 31
53. We note that you refer to your audited balance sheets as of
June
30, 2004 and September 30, 2004, however the September financial
statements included in the filing do appear to be audited.  Please
remove any reference in your document that discloses that the
three
month period ended September 30, 2004 is audited or have your
independent auditors revise their report and consent to include
these
financial statements.
54. Prominently disclose in Management`s Discussion and Analysis
and
in the notes to the financial statements management`s plans to
overcome the financial difficulties.  Please discuss the ability
or
inability to generate sufficient cash to support your operations
during the twelve-month period following the date of the financial
statements.  Refer to Section 607.02 of the Financial Reporting
Codification.

Critical Accounting Policies
Revenue Recognition, page 33
55. Based on your accounting policy it appears that shipping the
product is the only criteria for revenue recognition.  Please
expand
your disclosure to address the other revenue recognition criteria
listed in SAB Topic 13.A.1 that must be met.  Please revise your
significant accounting policies in Note 2, accordingly.

Liquidity and Capital Resources, page 35
56. Please revise to quantify your short and long-term capital
requirements.

Financial Statements as of June 30, 2004
57. It appears that you should revise your financial statements to
present the transaction dated November 15, 2004 between Xact Aid,
Inc. and QT 5, Inc. retroactive to the date of your inception,
April
19, 2004.  We note that Xact Aid was formed for the purpose