UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-QSB/A

                                   (Mark One)

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended: July 31, 2004

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

             For the transition period from __________ to __________

                       Commission File Number: 333-103083

                                 XENOMICS, INC.
             -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)


                      Florida                              04-3721895
         --------------------------------           ---------------------
         (State or other jurisdiction of              (I.R.S. Employer
          incorporation or organization)             Identification No.)


           420 Lexington Avenue, Suite 1701, New York, New York 10170
           -----------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (732) 438-8290
                         ------------------------------
                         (Registrant's telephone number)


              ----------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if changed since last report)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for past 90 days.

                                 [X] Yes [ ] No


                                       APPLICABLE ONLY TO CORPORATE ISSUERS:

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

         Class Outstanding at September 17, 2004

         Common Stock, par value $0.0001 15,588,737 shares

         Transitional Small Business Disclosure Format (check one): Yes[ ] No[X]



                                Explanatory Note


         This Form 10-QSB/A for the three months ended July 31, 2004 is being
filed to reflect a correction to a typographical error in Exhibit 31.2. This
Form 10-QSB/A amends and restates only Exhibit 31.2 of the previously filed Form
10-QSB.


Item 6.  Exhibits

         (a)      Exhibits

                  31.2     Certification of Principal Financial Officer required
                           under Rule 13a-14(a)/15d-14(a) under the Exchange
                           Act.


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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                                   XENOMICS, INC.
                                                   (Registrant)

Date: September 23, 2004                           By: /s/ Samuil Umansky
                                                      --------------------------
                                                      Samuil Umansky
                                                      President

Date: September 23, 2004                           By: /s/ Christoph Bruening
                                                      --------------------------
                                                      Christoph Bruening
                                                      Treasurer

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