SecProbe.io

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Mail Stop 6010

								July 28, 2005

William M. Caldwell, IV
Chief Executive Officer
Advanced Cell Technology, Inc.
381 Plantation Street
Worcester, MA 01605

	Re:	A.C.T. Holdings, Inc.
		Form 10-QSB filed May 23, 2005
		Supplemental letter submitted July 15, 2005
		File No. 0-50295

Dear Mr. Caldwell:

	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 information so we
may
better understand your disclosure.  After reviewing this
information,
we may 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 any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

FORM 10-QSB

Our Intellectual Property, page 40

1. We note your response to comment 10.  Please include a
summarized
version of this information in your amended filing so that
investors
know the basis for your belief that your "intellectual property
collectively represents one of the strongest portfolios in the
field."

2. We note your response to comment 11.  Since investors generally
do
not receive copies of correspondences from SEC staff reviews,
please
revise the proposed disclosure so it does not reference the
comment
numbers.  Upon deleting the comment numbers, it will be necessary
to
expand the disclosure so that it continues adequately to cover the
information previously conveyed by the cross references to comment
numbers.

Notes to Consolidated Financial Statements

2. Significant Accounting Policies

Revenue Recognition, page 9

3. We have read your response to comments 5 and 6.  You state in
your
response to comment 5 that you amortize the deferred amounts over
the
estimated life of the underlying technologies licensed.  Please
clarify to us that that is the same as the estimated life of the
sublicenses as stated in your response to comment 6 and if not,
why.

7. Stockholders` Equity Transactions, page 11

4. We have read your response to comment 7.  We note that you
value
the services based on the value of the Black Scholes method for
the
warrants issued and that value is $0.  Please tell us why you have
not
used the fair value of the services provided and why the fair
value of
the services is not more reliably determinable than the warrants
issued.

*	*	*

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	You may contact Joseph Roesler at (202) 551-3628 or Mary Mast
at
(202) 551-3613 if you have questions regarding comments on the
financial statements and related matters.  Please contact Greg
Belliston at (202) 551-3861 or me at (202) 551-3715 with any other
questions.

								Sincerely,

								Jeffrey Riedler
								Assistant Director

cc:	Erin E. Raccah
	Pierce Atwood LLP
	One Monument Square
	Portland, ME 04101
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William M. Caldwell, IV
Advanced Cell Technology, Inc.
July 28, 2005
Page 1

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