SecProbe.io

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Mail Stop 3561

                                                December 8, 2005

Peter E. Julian
Chief Executive Officer
Performance Home Buyers, LLC
4130 Linden Avenue
Dayton, Ohio 45432

      Re:	Performance Home Buyers, LLC
      Amendment No. 1 to Registration Statement on Form SB-2
      Filed November 10, 2005
      Registration Statement on Form SB-2
      Filed November 9, 2005
      File No. 333-129604

Dear Mr. Julian:

      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.

General
1. We note that you intend to conduct a delayed offering of the
registered securities under Rule 415 of the Securities Act.
Please
tell us which paragraph of Rule 415(a)(1) you intend to rely upon
in
connection with your offering.  For example, it does not appear
that
Rule 415(a)(1)(x), which permits securities to be offered on a
delayed basis by or on behalf of the registrant, is available to
you
since that paragraph is only applicable to registration statements
on
Form S-3.  If you intend to conduct a continuous offering in
reliance
on Rule 415(a)(1)(ix), please revise to clarify, if true, that the
offering will be commenced promptly, will be made on a continuous
basis, and may continue for a period in excess of 30 days.  In the
latter case, please also revise the cover page of the prospectus
to
identify the maximum aggregate principal amount of each type of
note
that will be issued.
2. Please provide us with any gatefold information such as
pictures,
graphics or artwork that will be used in the prospectus.
3. In a separate section, please summarize your other indebtedness
and their ranking with respect to the renewable notes offered in
this
registration statement.

Prospectus Cover Page
4. Please revise so that your cover page disclosure appears on one
page.  Further, please disclose the date that the offering will
end.
Refer to Item 501(a) of Regulation S-B.  Since this is a best
efforts
offering, please omit the reference to Sumner Harrington at the
bottom of the cover page.

Prospectus Summary, page 1

The Offering, page 2
5. We note that on the cover page you state that the proceeds will
be
held in escrow until certain conditions are met.  Please describe
the
terms of the escrow arrangement.

Rescission Right, page 2
6. Please revise to clarify that the right to rescind does not
apply
to transfers or automatic renewal of the notes, as stated on page
47.

Denomination, page 3
7. Please state whether there are any minimum purchase
requirements.

Risk Factors, page 8
8. Please include a risk factor that discusses the conflicts of
interest experienced by your manager relating to investment
opportunities.  Please also discuss the common management,
ownership
and control.

9. Please discuss the risks in connection with the following:

* The geographical concentration of properties in Dayton, Ohio;
* Significant ownership control of your officers and directors;
and
* Current indebtedness that ranks equally with the renewable
notes.

The notes may not be a suitable investment for you, page 8
10. Please revise to disclose that no rating agency has reviewed
the
terms of the notes or your financial condition.

We have a limited operating history..., page 13
11. Please describe how the VIEs were "not successful."

Our purchase of 47 properties from VIEs may be unwound if
debtors...,
page 14
12. Please quantify the outstanding debt.  Similarly, please
quantify
the distributions paid to date in the next risk factor, "[o]ur
sales
of Class C...."

We need substantial liquidity to operate our business, page 15
13. Please revise the last paragraph so that it is consistent with
the revenue recognition policy discussed on page F-7.

Use of Proceeds, page 18
14. Please revise to clarify the order of priority for your use of
proceeds if you fail to raise the maximum amount of $25 million.
For
example, your use of proceeds table should show the intended
allocation of the proceeds assuming a nominal amount, 50% and 100%
of
the $25 million offering amount are raised.  Please revise to
include
the information relating to the repayment of indebtedness
described
in Instruction 1 to Item 504 of Regulation S-B.  Further,
regarding
expenses in connection with new properties, please include the
information described in Instruction 2 to Item 504 of Regulation
S-B.

Management`s Discussion and Analysis of Financial Condition...,
page
20

Critical Accounting Policies, page 20
15. Disclosure regarding critical accounting policies should
supplement, not duplicate, the description of accounting policies
that are disclosed in the notes to financial statements.  The
discussion included in Management`s Discussion and Analysis of
Financial Condition and Results of Operations should present your
analysis of the uncertainties involved in applying a principle or
the
variability that is reasonably likely to result from its
application
over time.  Please revise to address why your significant
accounting
estimates or assumptions bear the risk of change and provide an
analysis of the effects of changes in estimates or assumptions
during
the periods presented, whether the estimates or assumptions are
reasonably likely to change in the future and their sensitivity to
change based on other outcomes that are reasonably likely to occur
and would have a material effect.  Please see SEC Release 33-8350.

Financial Operations Overview, page 22
16. Please include a discussion of known trends, events and
uncertainties that have had or are reasonably expected to have a
material impact on net sales and revenues or income from
continuing
operations.  For example, please expand your discussion of the
trend
in property acquisitions you refer to in the third paragraph on
page
28.  See Item 303(b) of Regulation S-B.
17. Please provide a discussion and analysis of the results of
your
rental operations and gains on sales of rental property.
18. Please disclose the amount of net sales from un-restored homes
sold to real estate investors and renovated homes sold to purchase
contract buyers for each period presented in your discussions of
net
sales from residential properties.  Please also revise to include
a
discussion and analysis of the number of properties sold and
average
selling prices for each period presented.
19. Please disclose the amount of property acquisition costs,
costs
of renovations and costs incurred to maintain properties charged
to
costs of residential property sold for each period presented in
your
discussions of gross profit.  Please also disclose the cost of
residential property sold for un-restored and renovated homes for
each period presented.  In addition, please revise to include a
discussion and analysis of the changes in costs charged to cost of
residential property sold.
20. Please disclose the reasons that caused the increase in the
costs
of audit, legal and professional services in your discussion of
selling general and administrative expenses for the six months
ended
June 30, 2005 compared to the six months ended June 30, 2004.
Please
also identify and quantify the impact of individual expense items
that increased as a result of the increase in business volume in
your
discussion of selling general and administrative expenses for the
year ended December 31, 2005 compared to the year ended December
31,
2004.  In doing so, please provide an analysis that accounts for
the
majority of the increase in selling general and administrative
expenses.

Liquidity and Capital Resources, page 23
21. We note your discussions of property transactions, VIEs,
revenue
recognition and growth and challenges.  Please revise to provide a
more informative discussion of your financial position, changes in
financial position and liquidity for the periods presented.  The
discussion should address the past and future financial condition
with particular emphasis on the prospects for the future.  For
example, please provide a discussion and analysis of:

* the impact of property transactions on inventories, mortgage and
bank debt obligations and restricted cash;

* the impact of sales of rental property;

* mortgage and bank debt financing transactions and credit lines;

* equity and member transactions including capital contributions,
distributions and loans;

* internal and external sources of liquidity including cash flow
from
operations, available credit lines, unrecognized deferred income
and
your access to capital to acquire additional properties; and

* known trends, events and uncertainties that have had or are
reasonably likely to have a material impact on your liquidity.

If you do not believe some or all of the above bullet points would
enhance a description of the liquidity of your business, please
advise us.

22. We note your disclosure regarding properties purchased from
related parties in 2004.  We also note your disclosure in the
third
paragraph on page 38 regarding properties acquired from the VIEs
included in your consolidated financial statements.  Please
clarify,
if true, that the 47 properties were acquired from consolidated
VIEs.
Otherwise, please disclose the nature of the related party
relationships and the dollar amount of the transactions and also
include this disclosure in the notes to your financial statements.
23. We note your disclosure on page 24 that the VIEs have
renegotiated the VIE notes to lower interest rates to 5% and
extend
the maturity dates for an additional five years.  We also note
your
disclosure in Note 12 on page F-24.  These disclosures appear to
be
inconsistent.  Please revise as necessary.  In addition, we note
your
disclosure that management believes the issuance of the Class C
preferred units and renegotiation of the VIE notes provides a
return
to the VIE investors and will eventually lead to a full return of
their principal and allow you to solve an impediment to growth and
profitability.  Please discuss the risks regarding your ability
renegotiate the VIE notes and make dividend payments and
distributions in amounts that will enable the VIEs to pay the VIE
obligations.

Description of Business, page 26
24. Briefly describe your organizational history.
25. We note that you are engaged in real estate activities.
Please
revise to include the information described in Items 13-15 of Form
S-
11.  Refer to General Instruction B.2. of Form SB-2.  Please
consider
presenting the information described in Items 14 and 15 in a table
format.
26. We note that you state that you acquire and rehabilitate or
improve properties with cash or internal funds.  Given your
accumulated deficit and limited cash, please specify the source of
funding, aside from the proceeds of this offering, for your
ongoing
operations, acquisitions and property development plans.

Management Agreement, page 26
27. We note that you state that the manager provides similar
management services to other entities in the same real estate
business that are owned by your executive officers and directors.
Please include a summary of each type of transaction that may
result
in a conflict of interest and the proposed method of dealing with
such conflict.  For guidance, see Item 5 of Guide 5.  Please also
include an organizational chart showing the relationship between
the
various entities controlled by your manager or its affiliates.

Default and Forfeiture Policies, page 30
28. Please describe your credit review process and the criteria
followed.

Lease of Properties, page 30
29. We note that you lease properties pursuant to lease-to-
purchase
and lease rental agreements.  Please disclose the types of real
estate that you lease, the number of each type, and default rates.
Please further describe your plans to increase the number of
leased
properties and discuss the nature of the favorable tax treatment.

Management, page 33
30. Please revise to describe the type of business conducted by J-
Port, L-Port, Performance Home Buyers IV, LLC, Julian Investments
Group, High Yield Income Investments and DTX Investments.

Security Ownership, page 39
31. Please disclose the date that was used in generating the
information in the table.
Description of the Notes, page 43
32. Please disclose that the indenture and the notes will be
governed
by Minnesota law, as described in Section 10.10 of the indenture.
Renewal or Redemption on Maturity, page 47
33. Please revise to clarify that the notes will be automatically
renewed for the same term, as stated on the cover page and in the
summary.  Please also discuss whether your right to renew or
redeem
the notes will supersede any prior election of one or more of the
holders to have their notes repaid at maturity.

Repurchase At Request of Holder, page 49
34. We note that the decision to repurchase notes at the request
of a
holder will be in your sole discretion.  Please describe the
factors
that you will consider.
 Amendment, Supplement and Waiver, page 54
35. Please disclose whether the note holders may act by written
consent and whether a list of note holders will be available upon
request.

Plan of Distribution, page 58
36. Please disclose that Sumner Harrington is a registered broker-
dealer. In addition, please note that no broker-dealer may
participate in the offering until it obtains a "no objection"
position on the terms of the underwriting compensation from the
NASD`s Corporate Finance Department.
37. We note that on page 11 under "[t]he distribution and
management
agreement with the servicing agent...," you state that other
parties
including your manager may take over certain of the functions
provided by Sumner Harrington.  Please disclose, if true, that
these
parties will be registered broker-dealers or associated persons of
registered broker-dealers.  If any such persons will not be
registered broker-dealers or associated persons of registered
broker-
dealers, please disclose the exemption from registration under
Section 15 of the Exchange Act that will be relied upon by each
such
person and the facts that support the availability of that
exemption.

Financial Statements, page F-1

General
38. Please update the financial statements to include financial
statements for an interim period ending within 135 days of the
effective date.  Please refer to Item 310(g) of Regulation S-B.

Report of Independent Registered Public Accounting Firm, page F-2
39. Please disclose the city and state of the accounting firm`s
office issuing the report.  See Auditing Standards No. 1 of the
Public Company Accounting Oversight Board and Article 2 of
Regulation
S-X referred to in paragraph 2 of the Notes in Item 310 of
Regulation
S-B.

Consolidated Balance Sheets, page F-3
40. Please tell us why the presentation of an unclassified balance
sheet is generally accepted in your specific industry as opposed
to
presenting a classified balance sheet that would permit ready
determination of working capital.  In doing so, please include a
discussion of industry practice and explain to us in detail your
operating cycle.
41. Please disclose in the notes to financial statements a
description and the dollar amounts of t