SecProbe.io

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Mail Stop 0308					May 11, 2005

Kenneth P. Laurent,
President
New Design Cabinets, Inc
3313 North 83rd Place
Scottsdale, Arizona 85251

      Re:  New Design Cabinets, Inc.
Registration Statement on Form SB-2
File No. 333-124060
Filed April 14, 2005

Dear Mr. Laurent:

      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. Your disclosure indicates that you are a development stage
company
established eight months ago, with no products, no revenues, and
no
significant assets.  You also indicate you have not commenced your
planed principal operations.  It therefore 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 an explanation
why
Rule 419 does not apply.

Prospectus Cover Page, page 2
2. Please indicate the page number where your risk factors section
begins.
3. We do not understand your reference to "Planning Force".
Please
advise or revise.

Summary Financial Information, page 4
4. Please revise the line item descriptions in the stockholders`
equity section of your table to be consistent with your balance
sheet.  For example, your accumulated deficit should be ($226) as
opposed to ($9,774).

Risk Factors, page 5
5. Revise this section to more accurately describe the company`s
products and management. References to "our products" and "top
management" are inappropriate given the company`s status.
Similarly,
delete the plural nature of the reference to limited control over
decision-making and clearly state that Mr. Laurent will have all
such
control. Rank your risk factors in order of importance. For
example,
Mr. Laurent`s control is more significant than competitor
pressures
which are present for all companies.
6. It is unclear  why you refer to your "event planning and
retreat
training business" in risk factor 1.  Please advise or revise.
7. Please delete the first clause of the second sentence in risk
factor 3 ("If we are unable...") as it mitigates the risk.
Similarly, please delete the first clause of the last sentence of
the
first paragraph in risk factor 12 ("You may not be able...".).
8. Some of your risk factor captions do not describe the risk in a
concrete manner, but merely state facts that give rise to the
risks.
For example, the caption to risk factor 4 ("NDCI`s Independent
Auditors...") indicates that your auditors have expressed doubt
about
your ability to continue as a going concern, but does not
concisely
state that if you do not continue as a going concern, the
investors
in this offering may face a complete loss of their investment.
The
caption to risk factor 6 ("Changes in Consumer Preferences...")
states that these changes could reduce demand for your products,
but
does not describe the risk to your company or investors.  Please
generally review your risk factor captions to ensure they express
your risks in more concrete terms with adequate, but not
excessive,
non-generic detail so that readers are able to clearly identify
and
assess the magnitude of the risk.  Do not assume that investors
will
be able to decipher the risk.

9. Please revise the caption to risk factor 5 ("Prolonged Economic
Downturns...") to state "out of business" rather than "our of
business".
10. The reference to "her" business interest in risk factor 10 is
incorrect.  Please revise.
Determination of Offering Price, page 8
11. You state under The Offering that the offering price was
"arbitrarily determined."  It is therefore important that the
disclosure be clear and concise about how you did select an
offering
price per share.  Accordingly, please revise to disclose all
factors
considered.  For each factor you cite, briefly explain how these
factors affected your determination of the offering price.
Selling Security Holders, page 8
12. Please show individually the shares owned and offered by each
of
Robert and Elizabeth Maynard.
Plan of Distribution, page 9
13. Please alert investors at the beginning of this section that
there is currently no market for any of your shares, and that you
cannot give any assurance that the shares offered will have a
market
value, or that they can be resold at the offered price if and when
an
active secondary market might develop, or that a public market for
your securities may be sustained even if developed.  We note
paragraph 1.
14. In this regard, please provide comprehensive disclosure as to
how
and when you expect to have your shares listed or traded.  For
example, if you anticipate being quoted on the OTC Bulletin Board,
then disclose that a market maker must file an application on your
behalf in order to make a market for your common stock.  Clarify
how
long this takes and whether you have engaged a market maker to
apply
for quotation on the OTC Bulletin Board on your behalf.  Explain
what
effect quotation on the OTC Bulletin Board will have on your
liquidity.
15.  Note your reference to short sales.  Please advise whether
any
selling stockholders have taken or plan to take any short
positions
prior to effectiveness of this registration statement.  Short
positions prior to effectiveness is inappropriate under Section 5
of
the Securities Act.
Reports, page 12
16. Delete this section since it is duplicative of the information
on
page 15.

Interest of Named Experts and Counsel, page 12
17. Please revise to provide the disclosure required by Item 509
of
Regulation S-B with respect to the involvement of your independent
accountants and legal counsel.
Business of Issuer, page 13
Principal Products and Principal Markets
18. Expand this section to provide detailed information concerning
your operations. This would include the status of any design work,
manufacturing facilities including tools, status of marketing
arrangements etc. What is needed is specific information regarding
all activities to clearly describe the company`s status. If no
progress has been made, so state. This description may also need
to
be addressed in the risk factors section.
19. Indicate whether you plan to expand your business beyond the
Scottsdale, Arizona area and describe the prerequisites, financial
and otherwise, for doing so.
20. Most of your discussion focuses on the internet for sales.
Discuss your plans and status for installations.
Distribution Methods of the Products, page 13
21. We note the various elements of your strategy.  Please
describe
more specifically and in further detail your current activities in
connection with your strategy.  For example, do you have any
arrangements with website developers or sales or marketing
consultants?  Has Mr. Laurent discussed his plans with the Chamber
of
Commerce, etc.?
Industry background and competition, page 14
22. Describe in further detail how you will carve out a niche
market
for yourself.   Will you target high-end neighborhoods?  Have you
contacted builders in the area, etc.?
Number of total employees and number of full time employees, page
15
23. We note that Mr. Laurent devotes a minimum of 20 hours per
week
to your operations.  Please explain if he is currently devoting
any
of his time to designing and building cabinets and wine racks.
Will
he be the only person doing so, or will he hire and train skilled
workers during and after you have passed the development stage?
Please describe your future plans in detail.

Reports to Security Holders, page 15
24. We do not understand your reference to "PFI".  Please advise
or
revise.
25. Please revise paragraph 3 to reflect our new address:  100 F
Street, N.E., Washington, D.C.  20002.
26. Clarify in Item 1 that the company will be required to file
quarterly reports with the SEC, but it is at the company`s
discretion
whether they are furnished to shareholders.
Management`s Discussion, page 15
27. Specifically explain how you will generate sales in the next
six
to 12 months to support your planned ongoing operations.  Please
quantify the cash flow you will need to support your operations
over
the next 12 to 18 months.

Plan of Operation, page 16
28. Your anticipated use of funds table on page 17 does not
allocate
any funds towards equipment or raw materials or other supplies
that
are necessary to sustain your operations.  Considering that you
have
not begun to purchase any equipment or materials for your cabinets
or
wine racks and plan to begin producing prefabricated wine kits
within
the next nine to twelve months, please disclose how you expect to
fund the purchase of equipment and materials.  If you will need to
raise additional funds to procure these items, please revise your
filing accordingly.
Market for Common Equity and Related Stockholder Matters, page 18
29. Please revise the penultimate paragraph to more clearly
indicate
the impact of Rule 144 on existing restricted shares.  For
example,
clarify that those restricted shares are not eligible for resale
currently, and explain when and how they may become eligible for
resale in the future.
Executive Compensation, page 18
30. Please delete the second sentence under the Summary
Compensation
Table because NDCI will not receive any proceeds from the
offering.
31. Discuss the company`s plans for executive compensation. At
what
point does Mr. Laurent intend to devote full time efforts to the
company? If there are no present plans/intentions, discuss in the
Business of Issuer section how any company activities/revenues
will
be determined since Mr. Laurent`s current activities appear to be
in
direct competition with the company.

Report of  Independent Registered Public Accounting Firm, page F1
32. Please obtain and file a revised audit report and consent,
which
include a parenthetical reference following each mention of New
Design Cabinets, Inc. that reads "A development stage company."

Note 1 - Nature of Business, page F6
33. You disclose that your customers and manufactured products are
your most important assets, yet you currently do not have any
customers or manufactured products.  Please revise your footnote
to
clarify that you do not have any customers and have not
manufactured
any products.

Note 3 - Stockholders` Equity, page F8
34. In Note 3 you disclose that you issued 10,000,000 shares of
stock
to your officer in November 2004.  Your disclosures on pages 15
and
34, however, indicate that you issued the shares during October
2004.
Please correct this inconsistency.

Note 4 - Going Concern, page F8
35. Please revise your filing to reconcile the November 8, 2004
date
of inception disclosed here with the September 29, 2004 date of
inception disclosed elsewhere in your filing.  The consent of your
independent registered public accountants should be similarly
revised.

Exhibit 5.  Legality Opinion
36. Counsel must opine whether the securities will, when sold, be
legally issued; fully paid; and non-assessable.  Accordingly,
please
delete the first two paragraphs on the second page of counsel`s
opinion as they do not pertain to the legality opinion.

Exhibit 23 - Independent Auditor`s Consent
37. An updated signed consent should be filed as an exhibit with
each
amendment to your Form SB-2.  Please have your auditors revise
their
consent in Exhibit 23 to read "Consent of Independent Registered
Public Accounting Firm."

*	*	*	*	*

      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 provides 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 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
for
an informed decision.  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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      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.

      You may contact Andrew Blume, Staff Accountant, at (202)
551-
3254 or George Ohsiek, Senior Staff Accountant, at (202) 551-3843,
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Anita Karu, Attorney-Advisor, at
(202) 551-3240, or me at (202) 551-3725 with any other questions.

      Sincerely,

      H. Christopher Owings
      Assistant Director
Via fax

cc:	Wendy E. Miller, Esq.
	1924 Ivory Point Lane
	Las Vegas, NV  89134
	Fax:  (702) 242-6617

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New Design Cabinets, Inc.
May 4, 2005
Page 8

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