SecProbe.io

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July 29, 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.
	Pre-effective Amendment 1 to Registration Statement on Form
S-4
	Filed July 19, 2005
File No. 333-125251

Dear Mr. Heroux:

	We reviewed the filing and have the comments below.

Ratio of Earnings to Fixed Charges, page 13

1. We read your revised disclosures provided in response to prior
comment 6.  As required by Instruction 2(A) to Item 503(d) of
Regulation S-K, disclose the dollar amount of the deficiency for
any
ratio with a less than one-to-one coverage.   Also, do not
disclose
any ratio less than 1.0.  Also revise the disclosures on page 45.

Risk Factors, page 14

2. Refer to prior comment 7.  The meaning of the thirteenth risk
factor`s caption or heading is unclear.  Please revise.

Special Note Regarding Forward-Looking Statements, page 27

3. Since the offering is a tender offer, MAAX is ineligible to
rely
on the safe harbor for forward-looking statements under section
27(A)(b)(2)(C) of the Securities Act.  MAAX is also ineligible to
rely on the safe harbor for forward-looking statements under
section
27(A)(b)(2)(D) of the Securities Act.  Thus, MAAX should delete
the
phrase "as defined by federal securities laws."  Alternatively,
MAAX
should explain that it is ineligible to rely on the safe harbor.

Critical Accounting Policies, page 48

4. We read your revised disclosures provided in response to prior
comment 16.  We have the comments below on your accounting for
goodwill and intangible assets.

		Goodwill

* Revise your disclosure to clarify how you have defined your
reporting units.

* Revise your disclosures to inform more clearly investors how you
allocated the purchase to your reporting units.   Provide us
sufficiently detailed information for us to assess fully the
appropriateness of how you allocated the purchase price.

* You state in note 3 to your financial statements that "Value
attributed to goodwill is supported by the strong position of the
Company on the Canadian market, its efficiency to deliver in less
than five working days, its capacity to design and create
innovative
and highly profitable new products and the capacity of senior
management to create and implement strategies to perform well in
the
market."  Clarify for readers why your kitchen and spa segments
will
not benefit from this acquisition.

* You state that "The excess purchase price has been allocated
entirely to the bathroom segment based on its fair value compared
to
the fair value of the two other business segments."  We are
uncertain
what you mean by this statement given your earlier statement that
"Goodwill acquired in business combinations is allocated to each
reporting unit by comparing the allocated purchase price to their
respective fair value and the excess of fair value is allocated to
goodwill."  Revise your disclosures as necessary to provide
clarifying information.

* Clarify specifically for readers why the predecessor`s kitchen
and
spa segments had goodwill of $15.6 million and $8.4 million
allocated
as of June 3, 2004, but none is allocated to the Company`s kitchen
and spa segments as of June 4, 2004.

* You state that "our estimates demonstrate that future discounted
cash flows projected for most of our business units are greater
than
the carrying values." Revise your disclosure to clarify which
business units have future discounted cash flows that are less
than
their carrying values and why no impairment was recorded for those
business units.

		Intangible Assets

* You state that if the carrying value is greater than the future
cash flows, a provision is made to write down the carrying value
of
the related assets to the estimated net recoverable value.  Note
that
paragraph 15 of SFAS 142 states that the impairment loss shall be
recognized in the amount that the carrying value exceeds the fair
value.  Revise appropriately your disclosures here and in your
notes
to your financial statements.

* Clarify why "Impairment is tested with all other long-lived
assets
of the bathroom sector."  Address why in accordance with paragraph
10
of SFAS 144 you would not group any of your intangible assets with
your spa or kitchen segments.  Address specifically each
identified
intangible asset acquired in the June 4, 2004 acquisition of MAAX,
Inc.  We note that your kitchen and spa segments have key brand
names
identified on page 64 and your disclosure on page 66 that
discusses
your multi-channel distribution network and your channel-specific
product offering which seem to encompass products from across all
of
your business segments.

* Disclose how management determined that the fair value of the
Enterprise Resource Planning System or ERPS is greater than its
carrying value.  Specify how management determined the fair value
of
this intangible asset.

* Disclose how you determined the appropriateness of a 15 year
useful
life for the ERPS.  We note paragraph 37 of SOP 98-1:  "Given the
history of rapid changes in technology, software often has had a
relatively short useful life."

* Disclose how you determined the 25 year useful life of the
distribution network.  Refer to the guidance in paragraph 11 of
SFAS
142.

Results of Operations, page 50

5. As requested previously in prior comment 17, delete your
discussion "Fiscal Year Ended February 28, 2005 Compared to Fiscal
Year Ended February 29, 2004" on pages 53-55.

Liquidity and Capital Resources, page 56

6. We note your revised disclosures provided in response to prior
comment 21.  You indicate that the increase in accounts receivable
for the period ended February 28, 2005 is attributable to the
seasonality of your business.  Further address the seasonal nature
of
your business, addressing specifically which periods typically
have
seasonally higher sales.  Also, as requested previously, address
the
cash inflows and outflows related to the June 2004 transactions
and
the offering of the notes.  Alternatively, revise your document to
do
so.

7. We read your revised disclosures provided in response to prior
comment 23.  Expand your disclosures to clarify why it is
appropriate
to present financial covenants and maintenance tests for
Beauceland
Corporation instead of MAAX Corporation.  We note that these tests
are as defined in MAAX Corporation`s senior secured credit
facility.
Otherwise, revise your disclosures to present the financial
covenants
and maintenance tests as they relate to MAAX Corporation.

Controls and Procedures, page 62

8. We note that your chief executive officer and chief financial
officer have concluded that your disclosure controls and
procedures
"are effective in ensuring that information required to be
disclosed
is accumulated and communicated to allow timely decisions
regarding
required disclosure, and that information required to be disclosed
is
recorded, processed, summarized and reported as and when
required."
We have these comments on the disclosure:

* Revise your incorrect reference to Exchange Act Rules 13a-14 and
15d-14.

* You have provided an incomplete definition of disclosure
controls
and procedures under Rules 13a-15(e) and 15d-15(e) of the Exchange
Act.  In future filings, revise your disclosure to clarify, if
true,
that your officers concluded that your disclosure controls and
procedures are effective to ensure that information required to be
disclosed by you in the reports that you file or submit under the
Exchange Act is recorded, processed, summarized, and reported
within
the time periods specified in the Commission`s rules and forms and
to
ensure that information required to be disclosed by an issuer in
the
reports that it files or submits under the Exchange Act is
accumulated and communicated to your management, including its
principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely
decisions on required disclosure.  Otherwise, simply conclude that
your disclosure controls and procedures are effective or
ineffective,
whichever is the case.

Business, page 63

9. Refer to prior comment 27.  Explain the meaning of "CAGR" in
the
second paragraph under "General" on page 63.

Note 7. Warranties and Guarantees, page F-11

10. Provide a tabular reconciliation of the changes in your
aggregate
product warranty liability for the reporting period under
paragraph
14(b) of FIN 45 for the predecessor and the company for the three
months ended May 31, 2005 and 2004.

Note 6.  Intangible Assets, page F-35

11. We read your response to prior comment 42.  Provide this
clarifying information in note 6.

Note 9.  Income Taxes, page F-39

12. We read your revised disclosures provided in response to prior
comment 46.  We note that your effective tax rate for 270-day
period
ended February 28, 2005 is significantly impacted by the "change
in
tax rate related to foreign income and other differences."
Provide
clarifying disclosure on what this item represents for the period
mentioned above and for the periods of the predecessor company as
shown on page F-40.  Your revised disclosures do not address fully
our concerns.  Further, expand your MD&A discussion of income
taxes
for all periods presented to explain better the underlying reasons
for the changes in your income tax expense from period to period.

Note 10.  Capital Stock, page F-42

13. We read your response to prior comment 49.  Expand your
disclosures to clarify why you redeemed the common stock and stock
options and why the redemption was made at such a significant
premium.  Clarify which group of stockholders benefited from this
redemption.  Also address for us why  you believe that it is
appropriate to reflect the premium on redemption in retained
earnings
rather than as an expense since the redemption was not made on a
pro
rata basis to all of your stockholders.

Note 11.  Stock-based Compensation, page F-43

14. We read your response to prior comment 50.  You indicate that
the
exercise price of each option equals the estimated market value of
the parent company`s stock on the date of grant.  As requested
previously, disclose the fair value of your common stock on each
grant date for your stock options.

15. We note your revised disclosures provided in response to prior
comment 52.  You indicate that the preferred shares are redeemable
for cash.  Expand your disclosures to provide the specific
redemption
terms of these securities.

16. We note the disclosure on page 91 that you issued stock
options
to some of your management, employees, and directors at an
exercise
price of C$0.01.  It is unclear to us whether this information is
appropriately included in note 11.  Revise appropriately your
disclosures.  If necessary, include the applicable SFAS 123 and
148
disclosures in note 1(f) as they relate to these stock options.

Exhibit 10.18

17. We note your response to prior comment 55 and your
acknowledgment
that you did not refile the exhibit and that you will refile the
exhibit in the next amendment.

Closing

	File an amendment to the S-4 in response to the comments.  To
expedite our review, MAAX may wish to provide us three marked
courtesy copies of the amendment.  Include with the filing any
supplemental information requested and a cover letter tagged as
correspondence that keys the responses to the comments.  If MAAX
thinks that compliance with any of the comments is inappropriate,
provide the basis in the letter.  We may have additional comments
after review of the amendment, the responses to the comments, and
any
supplemental information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision.  Since MAAX and its management are in
possession
of all facts relating to the disclosure in the registration
statement, they are responsible for the adequacy and accuracy of
the
disclosures that they have made.

      If MAAX requests acceleration of the registration
statement`s
effectiveness, MAAX should furnish a letter at the time of the
request, acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.

* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve MAAX from its full responsibility for the adequacy and
accuracy of the registration statement`s disclosures.

* MAAX may not assert our comments or the declaration of the
registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.

	The Commission`s Division of Enforcement has access to all
information that MAAX provide us in our review of the registration
statement or in response to our comments on the registration
statement.

	We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.

	You may direct questions on accounting comments to Jenn Do,
Staff Accountant, at (202) 551-3743 or Jeanne K. Baker, Assistant
Chief Accountant, at (202) 551-3691.  You may direct questions on
other comments and disclosure issues to Edward M. Kelly, Senior
Counsel, at (202) 551-3728 or me at (202) 551-3760.

Very truly yours,

Pamela A. Long

Assistant Director

cc:	Stephen C. Koval, Esq.
	Kaye Scholer LLP
	425 Park Avenue
	New York, NY 10022

Mr. Andre Heroux
July 29, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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