SecProbe.io

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Mail Stop 0309	February 23, 2005

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

Re:	Xact Aid, Inc.
Amendment No. 1 to Registration Statement on Form SB-2,
filed January 27, 2005
      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. We note your response to our prior comment 3.  Please provide
us
an analysis of why you believe the spin-off is non-material.

2. Please update the financial statements as required by Rule
310(g)
of Regulation S-B.

Prospectus Summary, pages 3-6

3. We note your response to our prior comment 10 and reissue that
comment.  Please provide additional detail, for example, from whom
did you acquire the business and assume the promissory note, what
amount of funds did you repay, etc.

Summary of Financial Data, page 5

4. The balance sheet amounts disclosed for June 30 and September
30,
2004 do not agree with the amounts disclosed in the financial
statement sections of the filing.  Please revise to eliminate all
inconsistencies.

Risk Factors

"Even if publicly-traded in the future, our common stock may be
subject to "penny stock" restrictions." Page 9

5. We note your response to our prior comment 28 and reissue that
comment in part.  Please expand to discuss the specific legal
remedies available to investors of penny stocks.

Plan of Distribution, pages 22-24

6. We note your response to our prior comment 39 and reissue that
comment.  Please revise here 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, page
26

7.  We note your dependence upon the services of Mark Levine.
Please
expand the discussion to provide the information requested by Item
401( a ) of Regulation S-B with respect to Mr. Levine.  In
addition,
please file his employment or consulting agreement as an exhibit.
We
may have additional comments.

Security Ownership of Certain Beneficial Owners and Management,
page
27

8. We note your response to our prior comment 43.  Please
supplementally provide us a detailed analysis supporting your
response.

Corporate History, page 29

9. We note your response to our prior comment 44 and reissue that
comment in part.  Please revise to disclose the number of shares
of
common stock you issued in the exchange on April 30, 2004.

10. We note your response to our prior comment 45 and reissue that
comment in part.  Please file the Agreement of Sale and Transfer
of
Assets as an exhibit to this registration statement.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, pages 31-36

11. Please revise your overview to update for the fact that you
received the $300,000 upon the filing of this registration
statement.

Critical Accounting Policies

Revenue Recognition, page 33

12. Refer to your response to comment 55.  We note that your
accounting policy states that revenue will be recognized at the
time
of shipment.  Please expand your disclosure to address the other
revenue recognition criteria, such as persuasive evidence of an
agreement, the price is fixed or determinable and collectibility
is
reasonably assured, listed in SAB Topic 13.A.1 that must be met.
Please revise your accounting policy in Note 2, accordingly.

Liquidity and Capital Resources, page 35

13. Your disclosure that you believe you have the ability to
secure
additional financing in the gross amount of approximately $800,000
appears to be inconsistent with disclosures in Note 6 to the June
30,
2004 financial statements.   Please clarify management`s plan to
overcome the financial difficulties and discuss your ability or
inability to generate sufficient cash to support your operations
during the twelve-month period following the date of the financial
statements.  Revise the notes to the financial statements,
accordingly.

Financial Statements as of June 30, 2004

General

14. Please provide audit reports for all audited financial
statements
included in your filing.

15. We note your response to comment 57.  However, it is not clear
if
the assets were transferred at their carrying amounts in the
accounts
of Addison-David Diagnostics, Inc. (Formerly QT5, Inc.) at the
date
of transfer in accordance with paragraph D12 of SFAS 141.  Please
provide the disclosures required by paragraph D18 of SFAS 141.

16. Please label your financial statements as restated and
disclose
the nature of the error in the previously issued financial
statements
and the effect of the error on assets, liabilities, stockholders`
equity (deficit), net loss, and the related per share amounts.
Please have your independent auditors revise their reports as
appropriate.

Statement of Operations, F-3

17. We note that the net losses for the period ended June 30, 2004
and September 30, 2004 are unchanged.  Please confirm that the
Statement of Operations for the periods presented comprise those
of
the previously separate entities combined from the beginning of
the
period in accordance with paragraph D16 of SFAS 141.

18. We have read your response to comment 60.  However, we were
unable to locate any revisions to your financial statements to
recognize the fair value of uncompensated, contributed services
provided by officers and directors.  Please revise your financial
statements or advise us.

Note 4.  Capitalized Leases Payable, page F-10

19. Please disclose the future minimum lease payments for your
capital leases as required by paragraph 16(a) (ii) of SFAS 13.

Note 7.  Related Party Transaction, F-11

20. We note that you disclose that you owe your parent company,
Addison-David Diagnostics, Inc., $374,596; however that amount is
not
recorded on your balance sheet.  It appears that this amount was
recorded prior to you retroactively restating your financial
statements. Please advise us and revise your disclosures to
eliminate
all inconsistencies.

Note 12. Subsequent Events, page F-12

21. We note your response to comment 64 however we could not
locate
the disclosures requested.  Please disclose the fair value of the
Callable Note Warrants issued in November 2004 and disclose how
the
fair value of the Warrants was computed.  Discuss the impact the
issuance of these notes and warrants will have on future results
of
operations.   It appears that the allocation of the proceeds of
the
debt based on the relative fair values of the two securities at
time
of issuance results in a debt discount and not a beneficial
conversion feature.  Please revise your disclosures or tell us how
you complied with paragraph 16 of APB 14.

Financial Statements as of September 30, 2004

22. Based on the preceding comments, please revise your interim
financial statements disclosures as appropriate.

Statements of Operations, page F-16

23. The weighted average number of common share outstanding is
inconsistent with your disclosures in the June 30 financial
statements and in other sections of the financial statements.
Please
revise your disclosures to eliminate all inconsistencies or advise
us.

Statement of Cash Flows, page F-18

24. We note that your cash at end of the three month period,
$262,924, does not equal the cash balance on your September
balance
sheet, $13,967.  Please revise to eliminate this inconsistency.

Notes to Financial Statements as of September 30, 2004, page F-20

25. We have read your response to comment 66 however the statement
required by Instruction 2 to Item 310(b) of Regulation S-B is
required for interim financial statements regardless of whether
the
financial statements are audited or reviewed.

*	*	*	*	*

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please file your cover letter on
EDGAR under the form type label CORRESP. Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.

      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.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Todd Sherman at (202) 824-5358 or Don Abbott
at
(202) 942-2819 if you have questions regarding comments on the
financial statements and related matters.  Please contact Sonia
Barros at (202) 824-5304 or John Krug at (202) 942-2979 with any
other questions.

								Sincerely,

								Jeffrey P. Riedler
								Assistant Director
cc:	Darrin M. Ocasio, Esq.
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Mr. Federico G. Cabo
February 23, 2005
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