SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>amerconst8kltr11152004.txt
<DESCRIPTION>11/15/04 COMMENT LETTER #1; ITEM 4.01, 8-K; HOUSER
<TEXT>

November 15, 2004

John Chen
Chief Financial Officer
American Construction Company
4340 East Charlestown Avenue
Phoenix, Arizona  85032

RE:  	Form 8-K Item 4.01 filed November 12, 2004
	File # 0-50517

Dear Mr. Chen:

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.  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 number listed at
the end of this letter.

1. Item 304(a)(1)(ii) of Regulation S-B requires a statement whether
the accountant`s report on the financial statements for either of the
past two years contained an adverse opinion or a disclaimer of opinion
or was qualified or modified as to uncertainty, audit scope or
accounting principles; and a description of the nature of each such
adverse opinion, disclaimer of opinion, modification or qualification.
This would include disclosure of uncertainty regarding the ability to
continue as a going concern in the accountant`s report.  We note that
Kabani & Company, Inc audited your financial statements for the period
August 5, 2002 through January 31, 2003, in addition to the year ended
January 31, 2004.  Please amend your disclosure to fully comply with
Item 304(a)(1)(ii) of Regulation S-B.

2. Please amend your disclosure regarding disagreements and reportable
events to specifically state the period from August 5, 2002 through
January 31, 2003, the fiscal year ended January 31, 2004, and the
subsequent interim period from February 1, 2004 to November 8, 2004,
the date of dismissal.  See Item 304(a)(1)(iv) of Regulation S-B for
guidance.

3. To the extent that you make changes to the Form 8-K to comply with
our comments, please obtain and file an updated Exhibit 16 letter from
the former accountants stating whether the accountant agrees with the
statements made in your amended Form 8-K.

*****

Please file your supplemental response and amendment via EDGAR in
response to these comments within 5 business days of the date of this
letter.  Please note that if you require longer than 5 business days
to respond, you should contact the staff immediately to request
additional time.  Direct any questions regarding the above to the
undersigned at (202) 942-1989.

	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.

Sincerely,

Tracey Houser
Staff Accountant
John Chen
American Construction Company
November 15, 2004
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

       DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>