SecProbe.io

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Mail Stop 0309	March 15, 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. 2 to Registration Statement on Form SB-2,
filed March 8, 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 that you have added 400,000 shares of common stock to
the
shares being registered pursuant to the registration statement.
On
page 3 you refer to these 400,000 shares as in addition to the
9,636,362 shares underlying your convertible notes and warrants.
You
also state on page 3 that only 2,001,000 shares of your common
stock
are outstanding.  In the selling stockholder table, you indicate
that
the 400,000 shares are issuable upon conversion of the notes or
exercise of the warrants.  Please clarify your disclosure with
respect to the additional 400,000 shares to indicate if they are
outstanding or issuable upon conversion of the notes or exercise
of
the warrants.  Please also revise to disclose how the selling
stockholders acquired the 400,000 shares and whether they were
acquired in valid private placements.  We may have further
comments.

2. Please update your discussion concerning your liquidity and
cash
positions and the anticipated amount of time you can continue to
operate.

3. We note the reference to your issuance of 10% callable
convertible
notes with a face value of $1 million.  Please clarify whether the
entire amount notes were issued although you are still owed a
balance
of $300,000.

Summary of Financial Data, page 5

4. It appears that amounts for Share Capital are missing from your
tabular disclosure.  Please revise.

10% Callable Convertible Notes, page 17

5. Please expand the discussion to explain the procedure and
timing
for conversion of the notes into common stock.

6. Please tell us supplementally how you determined to withhold
$66,667 for eight months interest on $1 million of notes at the
rate
of 10%.  In this regard we note you only received $400,000 in
November, an additional $300,000 in December, and you have not yet
received $300,000.  We may have additional comments.

Selling Shareholders, pages 19-21

7. We note that footnote 7 attaches to the shares being offering
by
New Millennium Capital Partners II, LLC and Mr. Ben Kirk.  Please
explain since it appears they are each offering a different number
of
shares.

8. With respect to the table on page 20, we are unable to
understand
the presentation of percentages and share ownership information.
The
presentation appears to be inconsistent with the information in
the
table itself and information you have provided concerning the
number
of outstanding shares.  Please provide an analysis concerning how
the
number of shares and percentages were determined and/or revise the
presentation as appropriate.

Our Business, page 29

9. We note your disclosure in this section regarding a delay in
the
confirmation dates mentioned.  Since these anticipated
confirmation
dates have already passed, please revise your disclosure to delete
reference to these dates.

Exhibits

10. Please file your consulting agreement with Mr. DeLuca as an
exhibit to this registration statement.

Financial Statements - June 30, 2004

General

11. Refer to your response to comment 16.  Please label your June
30,
2004 financial statements as restated and disclose in a footnote
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 report to include an
explanatory paragraph to note that the financial statements have
been
restated.

Statement of Operations, F-3

12. Please refer to your response to comment 17.  As previously
requested, 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.

Note 12 - Subsequent Events, page F-13

13. It is not clear from your response to comment 21, and your
disclosures, how you determined the fair value of the warrants.
Please disclose, and tell us, the amount of the fair value of the
warrants and how it was calculated.  Also, we note you continue to
refer to a beneficial conversion feature.  Please remove the
reference to a beneficial conversion feature or disclose how the
amount of the beneficial conversion feature was computed and
explain
to us.

14. The debt discount of $641,027 disclosed appears to be
inconsistent with the $613,758 recorded as paid-in capital in the
quarter ended December 31, 2004.  Please revise to eliminate all
inconsistencies or advise us.  As previously requested in comment
21,
discuss the impact the issuance of notes and warrants will have on
future results of operations.

Financial Statements - December 31, 2004

General

15. Please revise to include cumulative amounts from inception
financial information.  Please refer to paragraph 11 of SFAS 7 and
Rule 310(b)(2)(vi) of Regulation S-B.

Notes to Financial Statements

16. We have read your response to comment 25.  However, we do not
see
the required disclosure in the interim financial statements.
Please
provide the statement required by Instruction 2 to Item 310(b) of
Regulation S-B.

*	*	*	*	*

      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 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.
	Sichenzia Ross Friedman Ference LLP
	1065 Avenue Of The Americas, 21st Fl.
      New York, New York 10018
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Mr. Federico G. Cabo
March 15, 2005
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