SecProbe.io

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                          [AB Holding Group Letterhead]
                                [GRAPHIC OMITTED]

January 21, 2005

Ryan Rohn
Division of Corporation Finance
United Stated Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

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

Dear Mr. Rohn:

         In response to the staff's comment letter dated January 18, 2005, we
provide the following additional information regarding our engagement of Semple
& Cooper, LLP ("SEMPLE & COOPER"). We have included the full text of the comment
in the staff's letter, and have keyed our responses to the specific questions
raised in the letter. Our responses follow the relevant excerpts of the staff's
comment that are underlined below.

         "Out-of-State Auditors
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         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."

Tell us why you selected an Arizona based accounting firm to audit the financial
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statements of an Oregon based company.
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         The Company interviewed a number of firms in the process of selecting
its independent accountants. The Company, acting through its audit committee,
decided to engage Semple & Cooper because we felt that the firm represented the
best available alternative for the Company. This decision was based in part on
Semple & Cooper's experience acting as independent public accountants for
"public shell" companies and a referral that the Company received from an
Oregon-based accounting firm that is affiliated with Semple & Cooper.

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Tell us if the audit will be physically performed in Arizona or Oregon.
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         The audit will be physically performed in Oregon.

Also, confirm to us that the operations and assets of your company are
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physically located in Oregon.
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         Pursuant to the Asset Purchase Agreement dated August 13, 2004 and more
specifically described in the Definitive Schedule 14A filed with the Commission
on November 12, 2004, the Company has sold substantially all of its operating
assets. After the asset sale transaction, all of the Company's remaining
physical assets and operations are located in the state of Oregon, with the
exception of certain real estate located in Nebraska.

Tell us how you have met the requirements of Rule 2-01(a) of Regulation S-X.
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         As you noted in your comment letter, Semple & Cooper is duly registered
and is in good standing in Arizona, its jurisdiction of residence and home of
its principal office. For this reason, we have determined that Semple & Cooper
is qualified to be recognized as a certified public accountant by the
Commission, and that the Company is in compliance with Rule 2-01(a) of
Regulation S-X.

Also tell us what consideration you gave to Oregon state laws governing audits
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of Oregon companies performed by accountants who are licensed by other states.
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         We are unaware of any Oregon law that would prohibit a Delaware
corporation located in Oregon from engaging accountants licensed outside of
Oregon. The company has not undertaken any specific analysis of Oregon law with
respect to any licensure obligations that Semple & Cooper may have as a result
of the engagement, but we have provided Semple & Cooper with citations to
relevant Oregon statutes for their consideration.

         We are aware that the company is responsible for the adequacy and
accuracy of the disclosure in the filing. We are also aware that 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. We further acknowledge that 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.

                               Very Truly Yours,

                               /s/ MIKE WALLIS
                               Mike Wallis, Chief Financial Officer, AB Holding
                               Group, Inc.

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