Room 4561
November 18, 2005

Mr. William P. Williams
President and Chief Executive Officer
Medcom USA, Inc.
7975 North Hayden Road
Suite D-333
Scottsdale, Arizona 85258

      Re:	Medcom USA, Inc.
      Item 4.01 Form 8-K, filed November 15, 2005
      File No. 0-25474

Dear Mr. Williams:

	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 comments are 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.












 Form 8-K, filed November 15, 2005

1. You disclose that your former auditors, Epstein, Weber &
Conover,
PLC ("EW&C) were dismissed "as of the day of dismissal."  Revise
the
disclosures to clearly identify the date of dismissal of your
former
auditors. See Item 304 (a)(1)(i) of Regulation S-B.

2. If true, revise the disclosures to state that the report of
EW&C
on your financial statements for either of the past two years
contained an adverse opinion or disclaimer of opinion or was
qualified or modified as to uncertainty, audit scope or accounting
principle.

3. If true, revise the disclosures in paragraph five to state that
during your two most recent fiscal years and the subsequent
interim
period through the date of dismissal of EW&C there were no
"reportable events" as described in Item 304 (a)(1)(v) of
Regulation
S-B. See Item 304 (a)(1)(iv) of Regulation S-B.

4. Revise the disclosures in paragraph six to state whether during
your two most recent fiscal years and the subsequent interim
period
through the date of engagement (i.e. November 11, 2005) of S.E.
Clark
& Company, P.C. you have consulted with this firm regarding the
application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that
might
be rendered on your Company`s financial statements or any matter
that
was either subject of a disagreement or a reportable event.  See
Item
304(a)(2) of Regulation S-B.

5. You refer in paragraphs five and six to "the Plan" and "the
Plan`s
financial statements."  The relevance of these disclosures is
unclear
to us.  Please explain or revise your disclosures.

6. The signature line of your Form does not provide evidence of a
conforming signature.  Pursuant to Rule 302 of Regulation S-T,
signatures in electronic filings must consist of "letters or
characters comprising a name, executed, adopted or authorized as a
signature."  Consequently, it appears that your Form has been
filed
unexecuted.  Please amend your report to comply with Rule 302(b)
of
Regulation S-T.

7. Include in the amended Form an updated letter from the former
accountants acknowledging the revised disclosures in the
amendment.




	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.

	If you have any questions, please call Stathis Kouninis at
(202)
551-3476 or me at (202) 551-3489.


							Sincerely,


							Brad Skinner
							Accounting Branch Chief


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Mr. William P. Williams
Medcom USA, Inc.
November 18, 2005
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