SecProbe.io

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June 23, 2005

By facsimile to (212) 836-8689 and U.S. Mail

Mr. Andre Heroux
President and Chief Executive Officer
MAAX Holdings, Inc.
9224 73rd Avenue North
Brooklyn Park, MN 55428

Re:	MAAX Holdings, Inc.
	Registration Statement on Form S-4
	Filed May 26, 2005
File No. 333-125251

Dear Mr. Heroux:

	We reviewed the filing and have the comments below.

	Where indicated, we think that you should revise the document
in
response to the comments.  If you disagree, we will consider your
explanation why a comment is inapplicable or a revision is
unnecessary.  Be as detailed as necessary in your explanation.  To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information.  We may raise additional
comments after reviewing this information.

	Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your document.  We look forward to working with you
to
achieve these objectives.  We welcome any questions that you may
have
about comments or any other aspect of our review.  You may call us
at
the telephone numbers listed at the end of this letter.

1. Provide in a letter on the letterhead of MAAX Holdings, Inc. or
MAAX signed by an officer before the S-4`s effectiveness the
statements and representations for the exchange offer specified in
our Morgan Stanley & Co. Incorporated no action letter, publicly
available June 5, 1991.

Prospectus` Outside Front Cover Page

2. Remove any information not required by Item 501 of Regulation
S-K
and not key to an investment decision.

3. Move all information except that required by Item 2 of Form S-4
after "Table of Contents" so that it follows the summary and risk
factors sections.  See Item 502 and 503(c) of Regulation S-K.

Prospectus Summary, page 1

4. The summary is much too detailed and includes information about
MAAX and its business under "Our Company" that is repeated word
for
word on pages 57-58.  Revise so that the summary highlights in a
brief overview the key aspects or features of MAAX and its
business.
Also, you should eliminate repetitive information within the
summary.
For example, you have several discussions of the registration
rights
agreement and the requirements of the Exxon Capital line of no
action
letters.  See Item 503(a) of Regulation S-K.

5. Delete the last paragraph on page 7 in which you qualify the
registration rights agreement.  Since you are not required by the
form to describe the agreement, you may not qualify your
description
of it.  Rule 411(a) of Regulation C under the Securities Act
allows
you to qualify information inside the prospectus by reference to
information outside the prospectus only to the extent the form
explicitly permits it or where the form requires a summary of the
document.  This comment is applicable also to "Notice to
Investors"
on page 28.

Ratio of Earnings to Fixed Charges, page 14

6. We note that you used the proceeds of your 11.25% senior
discount
notes to repurchase your common stock and redeem or cancel
outstanding options to acquire shares of your common stock.  If
the
change in your ratio of earnings to fixed charges is 10% or
greater,
you must disclose the pro forma ratio of earnings to fixed
charges.
See Item 503(d) of Regulation S-K.

Risk Factors, page 16

7. Some risk factors` captions or headings state merely a fact or
describe an event that may occur in the future or are too vague to
describe adequately the risk that follows.  For example, refer to
the
first, third, fifth, eighth, ninth, tenth, eleventh, thirteenth,
fifteenth, twenty-second, twenty-third, twenty-fifth, twenty-
seventh,
twenty-eighth, twenty-ninth, thirtieth, thirty-first, thirty-
third,
and thirty-fourth risk factors.  State succinctly the risk that
follows from the fact or uncertainty.

8. Avoid generic conclusions in the risk factors` captions or
headings and in the risk factors` discussions such as MAAX`s
results
of operations, business, and financial condition would or could be
materially and adversely affected or would or could be harmed.
For
example, refer to the third, fourth, fifth, sixth, seventh,
eighth,
ninth, fourteenth, fifteenth, eighteenth, and twenty-first risk
factors.  Rather, explain specifically what the risk`s
consequences
or effects are for MAAX and its investors.

9. Some risk factors include language like "We cannot assure,"
"There
can be no assurance," "No assurance can be given," and "Nor can we
assure."  For example, refer to the first, second, fifth, seventh,
eleventh, thirteenth, fifteenth, eighteenth, twentieth, twenty-
second, and thirty-second risk factors.  Since the risk is the
situation described and not your inability to assure, revise.

10. Generally, each risk factor should discuss a single risk.  For
example, refer to the thirty-first risk factor.  Revise your risk
factors as necessary to ensure that each describes a discrete
risk.

Market and Industry Data, page 28

11. Revise the paragraph`s last sentence to remove the implication
that you are disclaiming responsibility for information that you
have
chosen to include in the prospectus.

Unaudited Pro Forma Financial Data, page 42

12. Clarify what you mean by "assumed rates" in the third
paragraph`s
last sentence on page 42.  Also, if the actual interest rates can
vary from those depicted, disclose the effect of a 1/8 percent
variance in interest rates.

13. It is unclear whether the last two sentences on the bottom of
page 42 are relevant to this filing.  Please clarify or remove
these
disclosures as appropriate.

14. Provide additional information about the $9.7 million reversal
of
one-time transaction costs, including the nature and amount of the
material components of this adjustment.

15. Under "Subsequent event" on page 44, you discuss the December
10,
2004 private offering of $170,689,000 11.25% senior discount
notes.
Eliminate your reference to "Subsequent event" because this
transaction is already reflected in your historical financial
statements for the period ended February 28, 2005.  Also expand
your
pro forma financial statements to reflect this private placement
as
it appears to be a material transaction as contemplated by Rule
11-
01(8) of Regulation S-X.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Critical Accounting Policies, page 48

16. Expand this subsection to include this information:

* Goodwill.  Provide a more detailed description of the valuation
method used to determine if goodwill is impaired and how you
calculated cash flows for your impairment test, including the
assumptions used to support recoverability.  State the impact on
your
results of operations and financial position if actual results
differ
from your estimates and the types of events that could result in
impairment of your goodwill balance.

* Intangible assets.  Provide a detailed description of the
methodology used to determine the fair value of your brands and
trademarks, distribution network, and enterprise resource planning
system, including the material underlying assumptions employed by
management, and how management determined the estimated useful
lives
of each material intangible asset with finite useful lives.
Indicate
why there is such a wide range of useful lives for trademarks and
distribution network.   Refer to Release Nos. 33-8350 and 33-8040
and
proposed Release No. 33-8098 for guidance.

Results of Operations and Cash Flows - General, page 49

17. We note that you combine the results of operations and cash
flows
for the predecessor and successor periods of MAAX.  As you note in
your filing, these two periods are not prepared on a comparable
basis
of accounting.  Thus, the two periods should not be discussed on a
combined basis.   Since the effective date of the plan of
reorganization occurred during the latest fiscal year, it appears
more appropriate to discuss and disclose fiscal year 2005 on a pro
forma basis.  We remind you that you still must discuss your
fiscal
year 2005 historical results of operations on a predecessor and
successor basis in your MD&A.

Fiscal Year Ended February 28, 2005 Compared to Fiscal Year Ended
February 29, 2004
Cost of Goods Sold, page 50

18. Provide a more comprehensive discussion of your cost of goods
sold.  Clarify specifically what you mean by "non-cash expense
associated with the allocation of the excess of the purchase price
over the book value of MAAX Inc," and provide quantitative
information for volume growth, the strength of the Canadian
dollar,
and increased costs of raw materials.  Address this comment as it
relates to each period presented.

Fiscal Year Ended February 29, 2004 Compared to Fiscal Year Ended
February 28, 2003
Net Sales, page 51

19. You disclose that the increase in net sales in 2004 was partly
offset by reduced sales from the withdrawal of your spa products
from
U.S. Home Depot and your exit from the less profitable mobile home
business.  Tell us why the mobile home business is not reported as
a
discontinued operation.  Refer to paragraph 42 of SFAS 144.
Further,
revise to comply with the disclosure provisions of paragraph 47 of
SFAS 144.

20. Discuss income before income taxes for your bathroom, kitchen,
and spas reporting segments.  See Item 303(a) of Regulation S-K.
We
note that each of these reporting segments contributes differently
to
your consolidated income before taxes for each period presented.

Liquidity and Capital Resources, Cash Flows, Operating Activities,
page 53

21. Provide a more comprehensive discussion of your cash flows
from
operations.  Address why accounts receivable increased $22 million
during the period ended February 28, 2005.  Address specifically
the
cash inflows and outflows related to the June 2004 transactions
and
the offering of the notes.

Liquidity and Capital Resources, page 54

22. Expand your disclosure to discuss your 11.25% senior discount
notes.  Disclose the effective interest rate.

23. Given the risks related to your indebtedness identified on
page
24, provide a more comprehensive discussion of your material debt
covenants and the potential impact of any material limitations
that
these covenants impose on you.  Address how these limitations may
impact your financial condition and operating performance.  Refer
to
Sections IV.B. and IV.C. of Release No. 33-8350 for additional
guidance.

24. You state that your senior secured credit facility provides
you
with up to C$50 million in available revolving borrowings.
Confirm
to us that borrowing this full amount would not violate any of
your
existing debt covenants.  Otherwise, state the amount available
under
your credit agreements that would not result in a violation of
your
financial covenants.

Contractual Obligations and Other Commitments, page 55

25. We note that your tabular debt maturity profile does not
include
the interest commitments related to your debt.  In future filings,
include the interest commitments under your interest-bearing debt
in
this table, or provide textual discussion of this obligation in
the
footnotes to the table.  If you provide a textual discussion, the
discussion should quantify the interest payments using the same
time
frames stipulated in the table.  Refer to footnote 46 in Release
No.
33-8350.

Business, page 57

26. Provide us a copy of any reports or data upon which you base
assertions about historical and projected growth rates and market
share that you discuss in this section.  Mark these materials to
highlight the information that you rely upon.

27. Explain the meaning of any abbreviation or acronym when
introduced in the prospectus.  For example, refer to "ABS" in the
last paragraph on page 63.

Management, page 71

28. Complete column (e) of the second table on page 76 for
unexercisable options.  See Item 402(d)(2) of Regulation S-K and
the
item`s instructions.

29. In the first paragraph on page 77, state the exercise price of
the options received by Mr. Arthur Byrne.  Revise similarly the
first
paragraph on page 84.

Security Ownership of Certain Beneficial Owners and Management,
page
80

30. Identify the natural person or persons having voting and
investment control over MAAX`s securities held by the beneficial
owners that are not individuals or public companies.  Refer to
telephone interpretation 4S. in the Regulation S-K section of the
March 1999 supplement to our "Manual of Publicly Available
Telephone
Interpretations" that is available on the Commission`s website at
http://www.sec.gov.

Description of Other Indebtedness, page 85

31. Describe in detail the senior secured credit facility`s
financial
covenants, and indicate whether you are in compliance with the
financial covenants.  Alternatively, cross reference to disclosure
in
MD&A.

Description of Notes, page 90

32. Revise language in this section`s third paragraph that can be
read to imply that investors do not have rights under the federal
securities laws of the United States about the notes` description
in
the prospectus.

No Personal Liability of Directors, Officers, Employees and
Stockholders, page 109

33. Revise this paragraph`s last sentence to state that the waiver
by
noteholders "will not" rather than that it "may not" be effective
to
waive liabilities under the federal securities laws.  Any
agreement
to waive the requirements of the federal securities laws is void
under section 14 of the Securities Act.

Income Tax Considerations, page 131

34. Delete the word "general" in this section`s first sentence
because the word "general" may imply that investors cannot rely on
the disclosure.  Also delete the language "for general information
only" from the uppercase paragraph on page 134 for the same
reason.

35. Refer to "material" rather than "certain" or "certain
material"
tax consequences throughout this section.

Legal Matters, page 137

36. Clarify that counsel will opine on the enforceability of
MAAX`s
obligations under the notes.

Consolidated Statements of Shareholders` Equity and Consolidated
Statements of Cash Flows, pages F-6 and F-7

37. Reconcile your $11,809 issuance of common stock as reflected
in
your predecessor`s consolidated statements of stockholders` equity
for the 95-day period ended June 3, 2004 to your predecessor`s
consolidated statement of cash flows for the same period.  Expand
note 10 to discuss this transaction, including the number of
shares
issued.

38. Clarify why the $11,772 decrease in notes receivable from the
exercise of stock options as reflected in the June 4, 2004 to
February 28, 2005 consolidated statement of cash flows is not
reflected in the consolidated statements of stockholders` equity
for
the same period.  Expand note 10 to discuss this transaction,
including the number of shares issued.

Note 1.  Significant accounting policies
(t) Environmental expenditures, page F-12

39. We assume that in accordance with paragraph 8 of SFAS 5 you
record your environmental liabilities when the environmental
assessments or remedial efforts are probable rather than likely.
Please revise your disclosures.

Note 3.  Business acquisition, page F-14

40. We note that your pro forma consolidated statement of income
for
the year ended February 28, 2005 does not reflect a cost of goods
sold adjustment related to inventory.  Expand your disclosure here
and the pro forma financial information as necessary to address
whether the net working capital fair value includes an adjustment
for
inventory so that the value assigned to inventory was in
accordance
with paragraph 37c of SFAS 141.  If it does not, provide
additional
disclosures to address why no adjustment was necessary.

41. We note that you allocated a very significant portion of the
purchase price allocation to goodwill.  Expand your disclosures to
provide a description of the factors that contributed to a
purchase
price that resulted in the recognition of signi