SecProbe.io

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MAIL STOP 4-6

August 26, 2004

Jay Elliot
Powerhouse Technologies Group, Inc.
2694 Bishop Drive, Suite 270
San Ramon, California 94583

Re:	Powerhouse Technologies Group, Inc.
	Registration Statement on Form SB-2
	File No. 333-118242
	Filed on August 13, 2004

Dear Mr. Elliot,

This is to advise you that we limited our review of the above
captioned registration statement to the matters identified below and
have the following comments.  If you disagree, we will consider your
explanation as to why our comments are inapplicable or why revisions
are unnecessary.  Please be as detailed as necessary in your
explanation.  Please file a supplemental response.  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
welcome any questions you may have about our comments or on any other
aspect of our review and look forward to working with you.  Feel free
to call us at the telephone numbers listed at the end of this letter.

Form SB-2

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

Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

* the company may not assert this action 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 connection with our review of your filing or in
response to our comments on your filing.
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.

Fee Table
2. Note 2 to your fee table states that you are registering an
indeterminate number of additional shares of common stock issuable
under your Series A Senior Convertible Preferred Stock if Powerhouse
elects to pay dividends in "kind."  However, it does not appear that
Powerhouse is able to register an indeterminate number of shares in
this context.  Supplementally advise of the basis for your belief that
Powerhouse may register an indeterminate number of additional shares
or revise your registration statement to make a good-faith estimate of
the maximum number of shares that you may issue as a result of annual
dividends to determine the number of shares to register for resale.
Be advised that Rule 416 of Regulation C does not appear to be
applicable, as the number of shares to be paid in annual dividends is
based upon a fluctuating market price.  If the number of registered
shares is less than the actual number issued, Powerhouse must file a
new registration statement to register the additional shares, assuming
the selling stockholders desires to sell those additional shares.

Prospectus Cover Page, page 1
3. The text on your cover page exceeds the one page limit imposed by
Item 501 of Regulation S-K.  The disclosure is excessively detailed
and includes information that is not permitted by Item 501.  For
example, your cover page includes descriptions of the transactions in
which the selling stockholders acquired the shares they are reselling
and the state of incorporation and the address of Powerhouse.  This
disclosure should not be on the cover page.  Please limit the cover
page to the information required by Item 501 and other information
that is key to an investment decision and relocate all other
information to the body of your prospectus.  Please review Staff Legal
Bulletin number 7, available online at www.sec.gov, and revise your
prospectus cover page appropriately.
Selling Stockholders, page 11
4. You disclose that with the exception of Middlebury Capital each of
the selling stockholders received their shares in one of two
transactions.  Please revise your prospectus to include a materially
complete description of each transaction, as well as the transaction
in which Middlebury Capital received its shares.  Also, your
disclosure should identify the selling stockholders receiving shares
in each transaction.
5. There are a number of selling stockholders that are not natural
persons.  Please identify the natural person or persons who exercise
voting and/or dispositive powers over the shares held of record by
those entities that are not widely held companies that file reports
under Section 13(a) of the Exchange Act.  See Rule 13d-3, Item 507 of
Regulation S-K, Interp. I.60 of Telephone Interp. Manual (July 1997)
and Interp.4S of Reg. S-K section of 3/99 Supp. to Manual.
6. We note that you include asterisks after a number of your selling
stockholders.  However, your selling stockholder table does not
include a legend explaining the significance of these asterisks.  If
the asterisks have no significance, please remove them from your
table.  If the asterisks are of significance, please revise your table
to include a legend.

Plan of Distribution, page 14
7. We note that you disclose that the selling shareholders may be
"underwriters."  Please revise your prospectus to disclose whether any
of your selling stockholders are broker-dealers or an affiliates of a
broker-dealers.  If any of the selling stockholders are broker-dealers
and acquired shares otherwise than as compensation for investment
banking services, please specifically name them as an underwriter.  If
your selling stockholders are affiliates of a registered broker-
dealer, please revise to state whether the seller purchased in the
ordinary course of business, and whether at the time of the purchase
of the securities to be resold, the seller had any agreements or
understandings, directly or indirectly, with any person to distribute
the securities.
8. You disclose that the selling stockholders may enter into hedging
transactions with broker-dealers or other financial institutions.
Please revise to more completely describe the types of hedging
transactions that your selling stockholders may enter into and explain
the application and restrictions placed on these activities by
Regulation M.
9. You indicate that the selling stockholder may engage in short
sales.  Supplementally confirm that you and the selling shareholders
are aware of Telephone Interp. A. 65 (July 1997) on this matter, which
is publicly available on our website.
Description of Securities, page 36

Series A Senior Preferred Stock, page 37
10. You discuss the dividend rights of your Series A Senior Preferred
Stock.  Supplementally identify the document establishing the dividend
rights or preferences of your Series A Senior Preferred Stock.  If the
agreement establishing the dividend provisions was not filed as an
exhibit to the SB-2 or in a previously filed periodic report, tell us
why you believe that this agreement was not filed or file this
agreement with your next amendment.

Closing Comments

Any requests for acceleration should be submitted after resolution of
substantially all outstanding comments and should be provided
approximately 48 hours before the desired time of effectiveness.

 	File a pre-effective amendment in response to these comments.
Provide a cover letter keying your responses to the comments, and
provide any requested supplemental information.  If you believe
complying with these comments is not appropriate, tell us
why in your letter.  We may have comments after reviewing your revised
materials and your responses.

 	Please contact Jeffrey B. Werbitt at (202) 942-1957 or Mark P.
Shuman at (202) 942-1818 with any questions.

								Sincerely,

								Barbara C. Jacobs
								Assistant Director

cc:	Via facsimile: (212) 504-6666
	Gerald A. Eppner, Esquire
	Cadwalader, Wickersham & Taft LLP
	100 Maiden Lane
	New York, New York

Powerhouse Technologies Group, Inc.
SB-2
August 26, 2004
Page 1 of 5

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