SecProbe.io

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Mail Stop 7010

										October 5, 2005

Michael W. Hawkins
Chief Executive Officer
Alternative Construction Company, Inc.
1900 South Harbor City Boulevard, Suite 315
Melbourne, Florida 32901

Re:	Alternative Construction Company, Inc.
	Registration Statement n Form SB-2
	Filed on September 8, 2005
	File No. 333-128191

Dear Mr. Hawkins:

      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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Because there is currently no market for your common shares
please
revise your cover page and plan of distribution to provide that
selling security holders will sell at a stated fixed price until
your
securities are quoted on the OTC Bulletin Board and thereafter at
prevailing market prices or privately negotiated prices.  See Item
16
of Schedule A to the Securities Act of 1933.  Recalculate your
registration fee based upon this offering price and provide the
information required by Item 505 of Regulation S-B.  Please refer
to
the section of Rule 457 under which you calculated the filing fee
as
required by the form.

2. Please revise your filing to ensure that it is clear whose
financial statement results you are referring to.  For example, in
numerous instances in your business section and management`s
discussion and analysis you refer to financial results as if they
are
your own when, in fact, they are the results of your predecessor.
In
addition, when discussing your results, please be specific to
disclose the impact of your acquisitions.

Prospectus Summary, page 6

3. We note the statement that "When we refer in this prospectus to
"ACC" or the "Company," "we," "us," and "our," we mean Alternative
Construction Company, Inc., a Florida corporation, together with
our
subsidiary, Alternative Construction Technologies Corporation, a
Delaware corporation and Universal Safe Structures, Inc., a
Florida
corporation."  In the third paragraph of this section you mention
the
existence of a second operating subsidiary, ProSteele Builders
Corporation.  Do you mean to exclude ProSteele from these
references?
Please revise.

4. Please disclose when Alternative Construction Company was
formed
and its business activities prior to its acquisition of
Alternative
Construction Technologies Corp.  For instance, state the purpose
for
which it was formed.  Also, disclose when your operating
subsidiaries
were formed.

5. We note that certain financial statement data presented here
does
not agree with the applicable financial statements.  Please revise
as
appropriate.

The Offering, page 6

6. Please reconcile the number of shares on the cover page of the
prospectus with the number listed in this section, Description of
Securities section, Registration Rights section, and the legal
opinion.

Risk Factors, page 8

7. Please avoid language in risk factors like "adversely affect,"
or
"material adverse effect." Instead, please state what the specific
impact will be on your financial condition or results of
operations.
Also, some of your risk factors use language like "there is no
assurance."  Please delete this language; the real risk is not
your
inability to offer assurance, but the condition described.

8. We note that the net loss from inception of $687,000 that you
disclose in your second risk factor does not appear to agree to
your
financial statements.  Please revise as appropriate.

9. Please do not include risks that are not currently material, or
clarify why risks are currently material and explain why they are
not
applicable to any other manufacturer or business.  For example,
your
risk entitled "If the ACTech Panel (tm) and Related Products Do
Not
Gain Widespread Market Acceptance..." states that the market place
currently accepts these panels.  It goes on to state the strengths
of
your market position without elaborating on the specific risks.
Further, the risk factor entitled "Unanticipated Problems
Associated
with Product

Development..." appears to be applicable to any company in your
industry.  These are just two examples of risks that do not appear
to
be currently material.  Your risk factor section may contain other
risks that should be removed or elaborated upon in response to
this
comment.  If your disclosure describes risks that are boilerplate
or
not currently material risks, you should eliminate then.

Our Ability to Implement Our Business Plan Depends On Our Ability
to
Attract and Retain Key Personnel, page 9

10. Since all companies rely on their key personnel, clearly
explain
how this specific risk applies to your company.  For example, are
any
of the key people planning to retire or nearing retirement age or
do
you lack employment contracts with these individuals?  You also
state
that key personnel can be replaced in short order.  Therefore, it
appears that this risk factor may be generic.  Please revise or
delete as appropriate.

Where You Can Find More Information, page 12

11. Please include your S.E.C. filing number in this section.

12. Please delete the mention of public reference rooms in Chicago
and New York.

Use of Proceeds, page 12

13. Please disclose that there is no guarantee that warrants will
ever be exercised.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 12

14. Please disclose the costs of acquiring Alternative
Technologies
Corporation, Quality Metal Systems, Universal Safe Structures, and
ProSteel Builders Corporation.

15. Please revise this entire section to discuss in greater detail
the events, trends, and uncertainties that management views as
most
critical to the company`s revenues, financial position, liquidity,
plan of operations and results of operations.  In an effort to
assist
you in this regard, please refer to the Commission Guidance
Regarding
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, Release Nos. 33-8350 (December 19, 2003) at
http://www.sec.gov/rules/interp/33-8350.htm. .

16. Please revise to disclose greater detail about the reasons for
your changes in results of operations and financial condition for
each period presented.  Disclose the reasons for the changes,
quantifying each component in percentages as well as absolute
dollar
amounts.  For instance, please address:
* Net revenues for the year ended December 31, 2004 as compared to
December 31, 2003;
* The expansion into the classroom market in Florida;

* The marketing and project bidding levels necessary to provide
the
market with information about you and your products.  Describe
these
efforts and why they appear not to have been enough to facilitate
higher revenues;
* The reasons you did not invest in building the ACTech Panel
brand
and infrastructure;
* The reasons for shifting office staff to production work;
* The reasons for the change in operating losses;
* The reasons for the change in cash and sources of liquidity;
* Please disclose more detail about the increase in production
levels, negotiation of material prices, the better utilization of
personnel and equipment in 2005;
* Changes in accounts receivables.

Cash and Sources of Liquidity, page 14

17. Please disclose the principal terms of your credit facilities.

18. We note your statement that future liquidity and capital
requirements will be provided through operations, debt and capital
financing.  Please discuss any plans for securing such financing.

Critical Accounting Policies, page 14

19. We note your disclosure that you completed impairment testing
for
your goodwill and patents as of December 31, 2003.  Please tell us
what the carrying value for your existing goodwill and patents was
at
that time; it appears that no value was assigned to these assets.
In
addition, please revise your disclosure as appropriate.

Six Months Ended June 30, 2005 Compared to the Six Months Ended
June
30, 2004, page 16

20. Please disclose what your marketing budget entailed and
describe
your marketing efforts in greater detail.

21. Please describe the consulting which accounted for the partial
increase in professional expenses in 2005 versus 2004.

22. Please disclose what the cash procurement fees consisted of.

23. Please tell us how you accounted for your cash procurement
fees
of $242,000.  In addition, tell us where such fees are reflected
in
your financial statements.

Cash and Sources of Liquidity, page 16

24. Please disclose the principal terms of the loans obtained from
management and file all agreements as exhibits.

25. Please disclose the principal terms of the $800,000 credit
line
maintained with raw materials vendors.

26. Please provide a discussion explaining why future financing is
dependent upon the continued development and testing of
advancements
in the ACTech Panel and related products as well as intellectual
property protection.

Critical Accounting Policies, page 17

27. We note that this disclosure is also located on page 14.  It
is
unclear to us why you have repeated it.  Please revise as
appropriate.

Market for Common Equity and Related Stockholder Matters, page 17

28. Please provide a basis for your expectation that your shares
will
be traded on the OTC Bulletin Board or Pink Sheets in the third
quarter of fiscal year 2005.  Please note that you should not
imply
that your shares will be publicly quoted.  Please describe the
steps
you have taken to accomplish this.  For instance, have you
contacted
an authorized OTCBB market maker for sponsorship of your
securities
on the OTCBB?

Description of Business
Overview, page 18

29. Please provide a basis for your statements that you are a
leader
in the production of patented, galvanized-steel, interlocking
Structural Insulated Panels and that your panels are at the
forefront
of green building technology.  Please revise to specify the
measure
upon which you base these statements and disclose why your panels
could be considered environmentally unique technology.  If
specific
information is based on your belief, we will not object to a
statement to that effect where the information appears.

30. You state that industry testing and research supports your
product claims.  Please tell us supplementally who conducted the
testing and whether this testing and research was prepared for you
or
for use in this prospectus, or whether it is widely and publicly
available.  We may have further comment.

31. We note that in 2004, commercial builders continued to provide
a
significant portion of your revenue.  Please break down the
percentage of your revenue derived from your various product
categories such as safe rooms and SIP`s for the periods discussed.

32. We note that in 2005 you began to expand into classroom
production, other governmental uses, and the international and
domestic residential business.  Please elaborate on your
international residential business.

33. Please quantify and explain what you mean by a "significant
sales
pipeline."

Products and Services, page 19

34. Please elaborate on your claims of cost and energy efficiency
and
disaster tolerant materials.  Provide a basis for all claims and
quantify, to the extent possible, these claims as they compare to
other common building materials used in your industry.  Also,
define
and explain technical terms such as "R-factor" and "off-gassing."

35. You state that your Structural Insulated Panels are used in
structures as varied as affordable housing, upscale housing,
modular
buildings and high-rise buildings.  Disclose the percentage of
your
revenues derived from each of these end-use markets.

Safe Rooms, page 19

36. Please disclose the percentage of your revenue derived from
safe
rooms versus SIP`s and disclose the non-residential markets you
have
serviced with this product.

Construction Services, page 19

37. Please disclose what construction related services ProSteel
Builders provides.

38. Please disclose whether you have an agreement with ProSteel
and
Advanced Construction Partners to use your panels on an exclusive
basis.  Please file any material agreements as exhibits.

Research and Development, page 19

39. Please describe the certification standards that your ACTech
Panels have met.

40. We note your plans to continue and increase research and
development.  Please disclose these plans in more detail.  For
instance, how much do you plan to spend, what applications will
you
research, and do you plan to conduct any of the research in-house
or
utilize an outside source?

41. We note your statement that your research will include the
safe
rooms that address a common as well as a different marketplace.
Please clarify what you mean by these marketplaces.

Regulatory Matters, page 20

42. Briefly describe the federal and state regulation that your
products are subject to and quantify the costs of compliance.

Patents and Trademarks, page 20

43. Please clarify what you mean by the statement that your
manufacturing patent "precludes competition on an economic basis."

Product Distribution and Customers, page 20

44. Please disclose the names of the companies with whom you have
distribution agreements and file these agreements as exhibits.

45. Please name your three major customers that comprised 85% of
your
revenue and file any contracts as exhibits.

46. Please disclose the material terms of your agreements with
International Construction Technologies, Inc. and Global Resources
and Solutions Corporation and file them as exhibits.  Identify the
international communities to be serviced by these agreements,
update
this prospectus to the latest date practicable and disclose
whether
you have shipped to the other two countries.

47. Please disclose the material terms of ProSteel`s agreement
with
Alternative Construction Partners, LLC.

48. We note that you have three distributors.  Please disclose the
number and types of other sales and marketing agreements you have.
Also, describe your internal sales force.  For instance, are these
contract employees or included in the twenty-seven full time
employees mentioned on page 21?

49. Please disclose, if material, the names of the counties you
entered into agreements with, describe the material terms of these
agreements, and file them as exhibits.  Explain what you mean by
exclusive rights of distribution.

50. Please disclose your distribution costs and plans in light of
your pursuit of international business.  We note your risk factor
mentioning the possible prohibitive costs associated with
international shipping.

Competition, page 21

51. Please explain how the testing and certifications your
products
have undergone translate into a dominant position in the market.
For
instance, are yours the only products to receive such testing and
certification?

52. Please provide a basis for your statement that products
utilizing
wood lose opportunities to derive sales from the environmental
community.  In discussing your claims to environmental advantage,
discuss the impact your use of various foam chemicals may or may
not
have on the assessment of your environmental worthiness by others.
Also, identify the organization that has classified your panels as
"gre