SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>phoenixlet1.txt
<DESCRIPTION>ACCTG LETTER, 8-K, SIMPSONE, 11/2/04
<TEXT>

								November 2, 2004
Zip+4 Code:  20549-0305

Via Fax & U.S. Mail

Mr. James D. Tilton
President and Chief Executive Officer
Phoenix Interests, Inc.
One Riverpointe Plaza, Suite 706
Jeffersonville, IN 47130

	Re:	Form 8-K filed October 27, 2004
File No.: 0-30949

Dear Mr. Tilton:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revision is unnecessary.
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 numbers listed at the end of this
letter.

PCAOB

1. We note you have engaged the accounting firm of PMB Company LLP to
audit your year ended December 31, 2004 financial statements.  We also
note that the firm of PMB Company LLP has not applied for registration
with the Public Company Accounting Oversight Board (PCAOB).  Section
102 of the Sarbanes-Oxley Act of 2002 makes it unlawful after October
22, 2003 for any person that is not a registered public accounting
firm (i.e. registered with the PCAOB) to prepare or issue, or to
participate in the preparation or issuance of, any audit report (or
review report) with respect to any issuer.  You must engage a new
accountant that is a publicly registered accounting firm to perform
review or audit work for the company.  Please tell us if and when PMB
plans to register with the PCAOB.  Otherwise, you need to engage an
accountant registered with the PCAOB.  Provide all of the disclosures
required by Item 304 of Regulation S-K regarding the period of
engagement of PMB Company LLP which should include an Exhibit 16
letter from PMB Company, if you engage a new accountant.

Engagement of new accountant

2. If you engage a new accountant, please report the engagement in a
new Form 8-K and comply with the requirements of Regulation S-K Item
304 (a)(2).  In making any disclosures about consultations with your
new accountants, please ensure you disclose any consultations up
through the date of engagement.

Other

3. Amend Item 4 to indicate that there where no disagreements with
your former accountants from the date of the last audited financial
statements through the date of resignation.  See Item 304 (a) (1) (IV)
of Regulation S-K.  Include a letter from the former accountants
addressing the revised disclosures in the amendment.

4. 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.
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 filings;
* staff comments or changes to disclosure in response to staff
comments in the filings 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 and amendment via Edgar in
response to these comments within five business days of the date of
this letter.  Please note that if you require longer than five
business days to respond, you should contact the staff immediately to
request additional time.

You may contact Effie Simpson at (202) 942-2838 or Bob Benton, Senior
Accountant, at (202) 942-1811 if you have any questions.

								Sincerely,

								Effie Simpson
								Staff Accountant
Mr. James D. Tilton
Phoenix Interests, Inc.
November 2, 2004
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