SecProbe.io

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Mail Stop 3561

August 29, 2005

Irene Braham, President
Homassist Corporation
107-1520 McCallum Road, Suite #29
Abbotsford, British Columbia, Canada V2S 8B2

        RE:  Homassist Corporation ("the company")
                Amendment No. 1 to Registration Statement on
                Form SB-2
                Filed July 22, 2005
                File No.  333-124405

Dear Ms. Braham:

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. It does not appear that a "red-lined" version of the amendment
was
filed on EDGAR, even though it is labeled as such.  For the next
amendment to be filed, please ensure that a "red-lined" or marked
copy of the amendment is filed as required by Regulation S-T.

Prospectus Cover Page
2. Please highlight the cross-reference to the risk factors
section,
as required by Item 501(a)(5) of Regulation S-B.

Irene Braham
Homassist Corporation
August 29, 2005
Page 2

Prospectus Summary

The Company
3. We reissue prior comment 2 from the letter dated May 26, 2005.
We
again refer you to the statement that "we do not expect to have
revenues until at least three months after this registration
statement becomes effective."  Your supplemental response
indicates
this statement was removed.  The statement is still on the first
page.  Please revise.

Risk Factors, page 5
4. We note your response to prior comment 5 from your letter dated
July 20, 2005.  We are unable to locate such disclosure in the
risk
factors section.  Please add the risk factor discussing the
control
by management and the resultant risk.  In addition, please expand
to
state that management presently owns 100% of the outstanding
shares.
Also, clarify that there is no guarantee that you will sell all of
the shares in this offering and that management will still retain
control of the company, even if the maximum is raised in this
offering.
5. We note the disclosure in risk factor 7 that it is possible
that
if you fail to sell the entire offering that you may never
commence
operations.  Please disclose in the business section and the plan
of
operations section your plans regarding your business if you are
able
to only raise minimal funds in this offering or through other
sources
of funding.

Plan of Distribution, page 10
6. Please provide the disclosure required in prior comment 10 for
Ms.
Legere.
7. Reconcile the termination date in this section with the
disclosure
on the prospectus cover page.

Directors, Executive Officers, Promoters and Control Persons, page
11
8. Disclose the amount of time Ms. Legere currently devotes to
your
business.

Irene Braham
Homassist Corporation
August 29, 2005
Page 3

Description of Business, page 14
9. Please disclose in greater detail the types of services to be
provided.  We note references in the plan of operations to
community
seminars, teaching in a classroom setting, and private tutorials.
Please disclose how these programs will differ.

Competition and Competitive Strategy, page 16
10. Please provide the basis for your belief that there are no
established businesses in Vancouver or Edmonton offering to teach
the
non-professional caregiver and that the option you are presenting
"is
in fact unique" or remove.

Governmental Controls and Approvals, page 17
11. Please disclose in this section your supplemental response to
prior comment 30 from the letter dated May 26, 2005.  Also, please
explain how you were able to arrive at the estimates for
operations
for the next twelve months when you are unable to determine these
costs?  Please clarify the process to obtain the necessary
governmental approval, and the time frame for commencing and
completing the process.  We may have further comment.
12. Please clarify whether there are any licensing or
certification
requirements for the individuals providing training.

Plan of Operations, page 18
13. The boxes on page 19 are blank.  Please revise or advise.
14. We note the estimated expenses of $8 to $10,000 for the
brochures.  Please estimate the cost of additional promotional
expenses and the time frame for commencing and completing the
additional promotional expenses.
15. We note the references on page 15 to community television
programs.  Please disclose the time frame for this phase of your
business plan, the estimated expenses and the source of funding.
16. Disclose the cost of the graphic designer to develop a logo
design.
17. Disclose when you plan to commence conducting one-on-one
training, seminars and classes.

Irene Braham
Homassist Corporation
August 29, 2005
Page 4

Expenditures, page 20

18. We note the statement that "[I]f we are only able to raise
nominal funding, we will pay legal and accounting fees."
Considering
that those fees are stated to be $4,000, please explain how those
fees will be paid, and what you mean by "nominal" funding.
19. Revise the final paragraph of this section to make clear that
you
are referring to the "maximum" amount of funding, and that there
is
no assurance that this amount will be raised or that you will
generate any revenues within the first year.
20. We again note that this offering has no minimum.  Please
disclose
your plan of operations if you are unable to raise funds in this
offering.  Disclose how your plan to develop your business if you
are
unable to raise sufficient capital through this or a subsequent
offering.  We may have further comment.
21. Please disclose your current cash balance as of the most
recent
practicable date and disclose how long you can currently satisfy
your
cash requirements.

Certain Relationships and Related Transactions, page 21
22. Please explain the statement that there are no promoters being
used in relation to this offering.

Part II.

Recent Sales of Unregistered Securities, page 25
23. Briefly state the facts relied upon in your reliance upon Rule
504 of Regulation D.

Exhibits, page 25

24. Revise your legality opinion to indicate that the opinion
opines
upon Nevada law including the statutory provisions, all applicable
provisions of the Nevada Constitution and all reported judicial
decisions interpreting those laws.

Irene Braham
Homassist Corporation
August 29, 2005
Page 5

Closing Comments

As appropriate, please amend your registration statement in
response
to these comments.  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
provide any requested supplemental 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.
We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for
further review before submitting a request for acceleration.
Please
provide this request at least two business days in advance of the
requested effective date.

 Please contact Donald Wiland at (202) 551- 3392 with any
questions
regarding accounting issues and you may contact Janice McGuirk at
(202) 551-3395 with any other questions.

Sincerely,

John Reynolds

Assistant Director

CC:   W. Scott Lawler, Esq.
          (403) 272-3620 via fax

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