SecProbe.io

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<TYPE>LETTER
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<FILENAME>filename1.txt
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January 18, 2005

Mr. Mike Wallis
Chief Financial Officer and Vice President, Finance
AB Holding Group, Inc.
2320 SE Ag-Bag Lane
Warrenton, OR  97146

RE:  	Form 8-K Item 4.01 filed January 14, 2005
	File # 000-18259

Dear Mr. Wallis:

We have reviewed your filing and have the following comments.  If
you
disagree, we will consider your explanation as to why our comments
are inapplicable.  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 number
listed
at the end of this letter.

Out-of-State Auditors

1. We note your independent accountant, Semple & Cooper, LLP, is
duly
registered and in good standing to practice in Arizona.  However,
Semple & Cooper, LLP is not currently licensed in Oregon where
your
company is located.  Tell us why you selected an Arizona based
accounting firm to audit the financial statements of an Oregon
based
company.  Tell us if the audit will be physically performed in
Arizona or Oregon.  Also, confirm to us that the operations and
assets of your company are physically located in Oregon.  Please
note
that it is your responsibility to provide financial statements
audited by an auditor who meets the requirements of Rule 2-01(a)
of
Regulation S-X.  Tell us how you have met the requirements of Rule
2-
01(a) of Regulation S-X.  Also tell us what consideration you gave
to
Oregon state laws governing audits of Oregon companies performed
by
accountants who are licensed by other states.

*****

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filing reviewed by the staff to be
certain
that they have provided all information investors require.  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 in the filing reviewed by the staff 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.

Please file your supplemental response via EDGAR in response to
these
comments within 5 business days of the date of this letter.
Please
note that if you require longer than 5 business days to respond,
you
should contact the staff immediately to request additional time.
You
may wish to provide us with marked copies of each amended filing
to
expedite our review.  Direct any questions regarding the above to
the
undersigned at (202) 824-5525.

Sincerely,

Ryan Rohn
Staff Accountant
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AB Holding Group, Inc.
January 18, 2005
Page 1 of 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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