SecProbe.io

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Mail Stop 0308

      January 21, 2005

VIA U.S. MAIL AND FACSIMILE

Mr. Peter Vaisler
Chief Executive Officer and President
Alliance Recovery Corporation
#390 - 1285 N. Telegraph Road
Monroe, MI  48162-3368

Re:	Alliance Recovery Corporation
      Registration Statement on Form SB-2
      File No. 333-121659
      Filed on December 27, 2004

Dear Mr. Vaisler:

      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.

General
1. Section (a)(2) of Rule 419 defines a blank check company as a
company issuing penny stock that is "a development stage company
that
has no specific business plan or purpose or has indicated that its
business plan is to engage in a merger or acquisition with an
unidentified company or companies, or other entity."  In
discussing
this definition in the adopting release, the Commission stated
that
it would "scrutinize . . . offerings for attempts to create the
appearance that the registrant . . . has a specific business plan,
in
an effort to avoid the application of Rule 419."  See Securities
Act
Release No. 6932 (April 13, 1992).

Your disclosure indicates that you are a developmental stage
company
issuing penny stock.  As of September 30, 2004, your primary asset
was cash in the amount of $157,885 and you had no revenues, no
employees working for you, no executive officer compensation, no
completed rubber waste conversion units, no customers, no
contracts,
and no rights to your vital technology.  To date, it appears as if
you have taken few substantive steps in furtherance of a business
plan.

In view of the foregoing, it appears that your proposed business
may
be commensurate in scope with the uncertainty ordinarily
associated
with a blank check company.  Accordingly, please revise your
disclosure throughout your registration statement to comply with
Rule
419 of Regulation C or supplementally provide a detailed
explanation
as to why Rule 419 does not apply to this offering.
2. We note that the compensation terms of the Mirador Consulting
Agreement, filed as exhibit 10.3, enable Mirador to purchase two
100,000 share tranches of your "publicly Traded common stock,
without
any restrictive legend or other restriction on the transfer
Thereof,
from the Company[.]"  In other words, it appears you have granted
purchase rights for future registered primary offerings in the
form
of Tranche A and Tranche B shares.  Please be aware of our view
that
an offering that commenced privately must be completed privately.
Accordingly, to conform with the requirements of Section 5 of the
Securities Act, the Trance A or B shares may not be issued in a
registered primary offering.  Please confirm your understanding of
our view.  The issuance of the Tranche A and B shares must be made
based upon an available exemption, and any subsequent resale by
the
shareholders must be registered or be made in reliance upon an
available exemption.
Also, because the agreement seemingly contemplates delivery of
registered securities to Mirador, will the failure to do so
subject
you to breach of contract or other potential claims of the
holders?
If so, please provide appropriate disclosure.
3. We note your independent accountants, Webb & Company P.A., are
located in Florida while the company is located in Michigan.
Please
have your accountants confirm to us that they are registered to
practice in Michigan.
4. Please review your disclosure and ensure that you identify the
source for the industry and scientific data that you provide.
Currently, you include many factual statements, but you do not
always
indicate whether the source of this information is based upon
management`s belief, industry data, scientific reports, general
articles or any other source.  For example, we note the following:

* "Although similar process furnaces are operating at numerous
locations around the world . . . ."  Risk Factors, Several factors
could result in our facility not operating . . . , page 7.
* "We believe that the effective implementation of our business
plan
will result in our position as a leading provider of community
based
waste to energy."  Management`s Discussion and Analysis, Overview,
page 11.
* "We believe there are several sources of capital that can be
exploited."  Management`s Discussion and Analysis, Overview, page
11.
* "All communities in the United States are being encouraged by
state
and federal officials to be more environmentally responsible."
Management`s Discussion and Analysis, Plan of Operations, page 13.
* "In 2001, 292 million scrap tires were generated in the United
States."  Business, About Us, page 14.

These are only examples.  The Business section in particular
contains
a number of other examples.  If the statements are based upon
management`s belief, please indicate that this is the case and
include an explanation for the basis of such belief.
Alternatively,
if the information is based upon reports or articles, please
supplementally provide these documents to us appropriately marked
and
dated.  We may have further comments.

Front Cover Page of Prospectus, page 3
5. The top of the cover page states that you are offering
"4,169,156
selling security holder shares of common stock[.]"  Item 501(a)(2)
of
Regulation S-B requires you provide the title of the offered
shares,
which here is shares of common stock.  Including references to
"selling security holder" shares may improperly imply that there
is
some distinct class of common stock owned by the selling security
holders.  Also, describing the shares as held by selling security
holders is unnecessary given the descriptive disclosure that
appears
elsewhere on the cover page.  Accordingly, please revise to delete
any reference to "selling security holder" at the top of the cover
page.  Further, please combine the 4,169,156 shares of common
stock
and the 2,253,929 shares of the common stock issuable in
connection
with the conversion of warrants to read that you are registering
6,423,085 shares of common stock.
6. Also, we note that the subsequent paragraph that begins with
"Our
selling security holders are offering to sell . . ." is repetitive
of
the penultimate paragraph on the cover page.  Please revise to
eliminate unnecessary repetition.
7.
Please state that there has been no public market for your common
stock before this offering, and that your shares currently are not
traded on any exchange or market.  See Item 501(a)(4) of
Regulation
S-B in this regard.  Additionally, we note your statement on page
9
that you intend to apply for a quotation of your shares of common
stock on the OTC bulletin board.  Even so, please add a sentence
briefly highlighting that purchasers in this offering may be
receiving an illiquid security.
8. Given that no market currently exists for your shares, it is
our
position that the selling security holders must offer the shares
being registered at a fixed price.  Based upon the registration
statement fee table, it appears that the relevant initial offering
price of the shares is $0.50.  Once your shares are traded, then
the
selling shareholders may sell the registered shares at the
prevailing
market price.  Please accordingly revise your cover page and the
remainder of the prospectus.
9. Please note that if this prospectus will be used before the
effective date of the registration statement, you must prominently
provide the required Item 501(a)(10) of Regulation S-B statement
on
the prospectus cover page.  It appears that you have provided this
information on the registration statement facing page.  Therefore,
please either revise your filing and place this statement on your
prospectus cover page, or confirm that the statement appears in
the
proper location.
10. Please provide the dealer prospectus delivery obligation
statement on either the inside front or outside back cover of your
prospectus, as required by Item 502(b) of Regulation S-B.  If you
believe that this statement is not required, please tell us why
you
have not included it.

About Us, page 5
11. Please consider changing your title of this section from
"About
Us" to "Summary" or "Summary Information."
12. Please delete the defined terms in this section and in your
Risk
Factors section.  For example, your readers will understand,
without
resorting to a definition, the meaning of "ARC," "Alliance," "we,"
"our," "us," and the "Company".
13. Also, we remind you that a summary should provide a brief
overview of you in a balanced manner.  In this regard, please
consider the following:

* Please state that you have received a going concern opinion from
you auditors.
* Please disclose that your shares currently are not traded on any
market or exchange, and briefly explain how this impacts share
liquidity.
* Please disclose that 400,000 shares being registered in this
offering are owned by affiliates of the company.  Furthermore,
officer-directors Peter Vaisler and David Williams will own the
majority of your registered shares, allowing them control your
company.
* Please better clarify the current status of your business rather
than what you intend your business to do and receive.

These are only examples.  Revise accordingly.  We may have further
comments based upon your revisions.

Risk Factors, page 5
14. Please revise your Risk Factors section generally to write
each
risk factor in plain English and avoid using "boilerplate" risk
factors.  We believe a discussion of risk in generic terms does
not
tell your readers how the risk may affect their investment in you.
Further, you should place risk factors in context so your readers
can
understand the specific risk as it applies to you.  See SEC
Release
No. 33-7497.  As examples, please consider the following risk
factors:

* "Our success is dependent on our ability to raise additional
financing in the future."
* "The operation of our facility may result in liability claims
against us resulting in possible damages about our insurance
limits
and negatively affecting our profitability."
* There is presently no public trading market for our securities
and
this can affect the resale of your shares."
15. As your first risk factor, please discuss the fact that you
have
received a going concern opinion from your auditor, what a going
concern opinion means, and the risks that result.
16. Please include a risk factor that discloses the risks
associated
with "penny stocks" similar to your discussion of penny stocks on
page 10.

We have a limited operating history..., page 6
17. It appears that the second paragraph of this risk factor is
repetitive of the risk factor that follows, "Our success is
dependent
on our ability to raise additional financing in the future."
Please
revise to avoid unnecessary repetition.  In addition, to place
this
risk in context, please disclose the amount of financing you
require
to implement your business plan and the amount of cash you require
over the next twelve months.

If we are unable to procure needed permits..., page 7
18. Although you state that you have worked with Mr. Vaisler to
obtain the necessary permits and that unforeseen changes in
environmental regulations could make it difficult to comply with
regulations, please discuss any industry or regulatory risks
presented by the current regulations of any state agency, U.S.
agency, or agency of a foreign government.
We may not be able to successfully develop a market..., page 8
19. Based upon the size of your business to date, please tell us
why
you believe it is appropriate to discuss expanding into Europe.
Other energy companies and disposal companies with more
experience..., page 9
20. Please clarify your statement that you have "no direct
competitors," when you list other firms that are in the business
of
"disposal and processing of scrap tires" in the subsequent
sentence,
and you discuss tire derived fuel as an alternative to your
process
on page 15.

There is presently no public trading market..., page 9
21. Please revise to more clearly discuss the risks that result
from
the lack of a trading market for your shares.  Also, in a distinct
risk factor, please discuss the risks that result given that the
offering price was arbitrarily determined and that the price bears
no
relation to your assets, earnings, book value, or other criteria
of
value.

Use of Proceeds, page 9
22. Please disclose the exercise prices of the various warrants
related to the common shares you are registering in this offering,
and the possible proceeds that may result.  Please also discuss
the
possible proceeds in the Management`s Discussion and Analysis
section, as the exercise of the warrants represent a possible
source
of liquidity to you.  Similarly, disclose the exercise price of
the
warrants in the Description of Securities section.
23. Please disclose who will pay the offering expenses.  In doing
so,
please disclose whether selling shareholders have agreed to
contribute additional capital to fund the offering expenses or
whether the expenses will be paid directly by you.  If there is an
agreement that obligates you or the selling shareholders to pay
offering expenses, please describe the terms of the agreements,
and
file those documents as material agreements.

Determination of the Offering Price, page 9
24. Please revise this section to clearly disclose how you
determined
the offering price of the shares.  Because there is no established
public market for your common shares, please provide all of the
factors that you considered in determining the offering price.
See
Item 505(a) of Regulation S-B.  Please consider whether your
recent
private placements at $0.50 per share contributed to the
calculation
of the offering price.
25. Also, as reflected in comment 8 above, you may not simply
"estimate" your offering price.  The initial offering price
apparently is $0.50 per share.  Only once your shares are listed
or
traded may the selling shareholders sell at prevailing market
prices.

Market for Common Equity and Related Stockholder Matters, page 9
26. Please indicate the amounts of common equity that could be
sold
pursuant to Rule 144 under the Securities Act, that you have
agreed
to register under the Securities Act for sale by security holders,
and that you proposed or are proposing to be publicly offered that
could have a material effect on the market price of your common
equity.  See Item 201(a)(2) of Regulation S-B.

Management`s Discussion and Analysis or Plan of Operation, page 11
27. At the beginning of this section, please disclose that you
received a going concern opinion from your auditors.
28. Please expand this section to discuss known material risks,
trends, and uncertainties that will have or are reasonably likely
to
have a material impact on your revenues, operations, liquidity, or
income over the short and long terms, and the actions you are
taking
to address them.  In doing so, please discuss the industry-wide
factors relevant to your business and the risks and uncertainties
related to the development of your products to the extent
necessary
to commence operations and for the fore