SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 6010

August 2, 2005

Mr. Dennis N. Cavender
Executive Vice President, Chief Financial Officer and Secretary
Essential Group, Inc.
1325 Tri-State Parkway, Suite 300
Gurnee, Illinois 60031

      Re:	Essential Group, Inc.
		Form 10-K for the Fiscal Year Ended December 31, 2004
		Filed March 30, 2005
		File No. 005-77938

Dear Mr. Cavender:

      We have limited our review to only your financial statements
and related disclosures and do not intend to expand our review to
other portions of your document.  In our comments, we may ask you
to
provide us with information so we may better understand your
disclosure.

	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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Consolidated Financial Statements

Notes to Consolidated Financial Statements, page F-7

1.  Lines of Business, page F-7

1. Please tell us whether your three separate operating units
represent multiple operating segments, as defined by paragraph 10
of
SFAS 131.  If so, please tell us whether the operating segments
meet
the aggregation criteria in paragraph 17 or whether they fail to
meet
the quantitative thresholds in paragraphs 18 through 24 and your
basis for concluding that disclosures required by paragraphs 25
through 33 of SFAS 131 are not required.  In addition, regardless
of
whether you have multiple reportable segments, please tell us how
your existing disclosures comply with paragraph 37 or provide us
with
disclosures that would comply with that paragraph.

3. Summary of Significant Accounting Policies, page F-9

Revenue Recognition, page F-10

2. Please tell us the distinction between the circumstances in
which
you recognize revenue as the qualified patient visits occur and
the
circumstances in which you recognize revenue as services are
provided.  Please tell us how each recognition is appropriate
under
SAB 104 and how each compares to the culmination of the earnings
process.  In so doing, please elaborate on what "as services are
provided" means and how you measure it.

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provide the
requested information.  Detailed letters greatly facilitate our
review.  Please file your letter on EDGAR under the form type
label
CORRESP.  Please understand that we may have additional comments
after reviewing your responses to our comments.

	 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 your letter, 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.

      You may contact Tabatha Akins, Staff Accountant, at (202)
551-
3658 or Oscar Young, Senior Staff Accountant, at (202) 551-3622 if
you have questions regarding comments on the financial statements
and
related matters.  Please contact me at (202) 551-3679 with any
other
questions.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief
Accountant

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Dennis N. Cavender
Essential Group, Inc.
August 2, 2005
Page 3

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