SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      November 17, 2005

      Mail Stop 4561

Peter C. Minshall
Chief Executive Officer
Asset Capital Corporation, Inc.
7315 Wisconsin Avenue, Suite 205 East
Bethesda, MD 20814

Re:	Asset Capital Corporation, Inc.
	Registration Statement on Form S-11
      Filed October 18, 2005
      Registration No. 333-129087

Dear Mr. Minshall:

	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 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form S-11

General
1. Please provide us with your analysis with respect to the
potential
for integration of the shares issued in exchange for property
pursuant to the contribution agreement entered into shortly before
the filing of the registered public offering.  It appears from
disclosure on page 12 and throughout your prospectus that some of
the
contribution agreements are pending approval from lenders to
complete
the transfer of properties and shares. Please confirm that each of
these transactions was completed prior to the filing of the
registration statement or, alternatively, explain why you believe
that the recipients of the securities issued or to be issued in
each
transaction was irrevocably bound to acquire those securities.
Finally, please file the contribution agreements with your next
amendment, if possible, so that we have an opportunity to review
them.
2. Please advise us as the exemption(s) form registration you
intend
to rely upon in connection with the issuance of shares pursuant to
your formation transactions.  In your response, please provide us
with sufficient facts to support your claims.
3. Confirm that you will not circulate a preliminary prospectus
until
such time as you include an estimated price range and fill in
blanks
throughout the filing.  We may have further comments when your
filing
includes complete disclosure.
4. Please provide us with any pictures, graphics or artwork that
will
be used in the prospectus.
5. Throughout the prospectus you reference and rely on certain
demographic and market data.  Please provide us with copies of the
relevant portions of the publications that include the information
consistent with the statements in the prospectus.  Alternatively,
if
such information was prepared for the company in connection with
the
registration statement, please file a consent from the provider
for
the use of its name and the information attributed to it.

Cover Page
6. Please revise your cover page to remove all information except
what is required by Item 501(b) of Regulation S-K and other
information key to an investment decision.

Summary
7. You have included a significant number of statements that
constitute "puffing."  The basis for comparative factual
assertions
and for management`s belief in qualitative statements must be
clear
from the text of the registration statement or be provided to us.
Revise the disclosure throughout the document to disclose the
measurements you are using to support your statements, or advise
us
as necessary.  In providing support, clearly mark the location of
the
information you believe is supportive of the statement referenced.
We note, for example, and without limitation:

* "We expect to achieve higher operating cash flows and enhanced
asset values from these types of properties through aggressive
leasing, reductions in operating expenses and improved
operations."
(page 1)
* "may be achieved from hands-on, proactive management." (page 2)
* "Based on our experience, we believe that these types of
properties
can increase significantly in value when our disciplined and
professional property and asset management programs are applied."
(page 1)

Overview
8. We note your reference to real estate management strategies and
prior investment experience throughout this section.  Please
disclose
whether the members of management have any experience managing
public
real estate operating companies or REITs.
9. Please clarify, if true, that your organizational documents do
not
limit you from purchasing properties in your target market and
that
you may make investments outside of the Washington, DC area.
10. We note your reference to providing growth to stockholders
through growth in "net asset value per share."  Please revise to
indicate how and how often you intend to measure NAV per share and
why you believe that this measurement is more meaningful to
investors
than earnings per share.
11. We refer to the third paragraph under this heading.  Please
clarify how your management has estimated the value of the
properties
in your target market and how they concluded that that the
properties
were undervalued.  In connection with this, please clarify how you
are able to determine that properties are undervalued as a result
of
ineffective management and passive ownership.
12. Please provide us with a record that supports your statement
that
the founders of your predecessor have substantial experience in
adding value to underperforming real estate. Please also clearly
identify the founders in the summary and disclose their current
roles
at Asset Capital Corporation, Inc.
13. Please identify the executive officers who are members of your
investment committee and briefly describe the criteria and
procedure
used by the investment committee in approving your real estate
investments.

Competitive Strengths, page 3
14. Please avoid repetitive disclosure in the summary.  We note
the
information concerning the experience of your founders is also
disclosed in the first full paragraph on page 2 and information
relating to your founders` network and industry contacts is also
disclosed on page 2.  Please also review your disclosure under the
heading, "Our Strategy" to remove repetitive disclosure.

15. In the first bullet point, please expand to disclose how you
value $2.5 billion in properties previously managed by your
founders.
Specifically, please disclose the measurement used in making the
determination.

Summary Risk Factors, page 4
16. Please conform the Summary Risk Factor section to changes made
in
response to our comments to the Risk Factor section.
17. Please revise your summary risk factors as follows:
a. Add a summary risk factor relating to your planned use of
leverage, including that there are no limits on the amount of
indebtedness that you may incur.
b. Eighth bullet point - expand to discuss more specifically the
risks associated with structured finance investments, including
the
effect of rising or falling interest rates.
c. Tenth bullet point - revise to describe risks specific to
mezzanine lenders.
d. Eleventh bullet point- expand to disclose a shareholder`s
exposure
to double taxation on any dividends paid.
e. Last bullet point - expand to describe more specifically how
the
ownership interest of your founders and officers pose conflicts of
interest risks, for example, by disclosing the percentage of stock
owned by your founders and/or affiliates in Asset Capital
Corporation
after the offering, identifying those parties.

Our Market, beginning on page 5
18. Your disclosure under this heading is too detailed for the
summary section.  This level of detail is more appropriate for the
Business section of the prospectus.
19. Please tell us how you determined that the vacancy rate and
gross
rental rates for the DC area as compared to the U.S. national
averages here and in your business section on page 74 are an
appropriate measure for the increased income potential in a major
metropolitan area such as Washington, D.C.  It appears that a more
appropriate measure might be limited to figures for similar major
metropolitan real estate markets and would exclude rural parts of
the
United States.
20. We note that your current portfolio of properties, including
acquisitions under contract, includes two properties located in
Hampton, VA, one property located in Charlottesville, VA, one
property in Timonium, MD and one property located in Frederick,
MD,
all of which appear to lie outside of Washington, D.C. and its
surrounding suburbs.  The net rentable square feet represented by
these properties is a significant portion of your current
portfolio.
In light of this, please advise us as to how you determined that
"a
substantial majority" of your investments are located in
Washington,
D.C. and its immediate surrounding locales as disclosed on page 5.
In addition, to the extent you intend to discuss the forecast for
Washington, D.C. you should also discuss the forecasts for the
other
areas that are part of your target market.  Finally, please
briefly
describe the geographic breadth of the "greater metropolitan
Washington, D.C. area" underlying the statistics included in this
section.
21. In connection with the above comment, we note form page 74
that
vacancy rates for Washington, DC are significantly lower than in
the
surrounding areas and that you do not own any properties within
Washington, DC.  In addition, estimated completions within DC
versus
the surrounding areas is anticipated to be significantly higher.
Please balance your disclosure of the vacancy rates and supply
factors to highlight these distinctions.

Our Properties and Structured Real Estate Investment, page 7
Properties and Structured Real Estate Investment Under Contract,
page
8
22. We refer to footnote 6 to the table on page 7 and footnote 4
to
the table on page 8.  Please revise the last column for each of
these
properties to reflect the distributions payable to you, rather
than
the annualized base rent since the former number is more
meaningful
to investors.  Please also revise other disclosure related to your
real estate acquisition figures to reflect this change.
Similarly,
since you do not or will not own these properties outright, please
revise the total to remove the "Total/Weighted Average" row which
serves to inflate the net rentable square feet and occupancy rates
for your properties.  This comment also applies to your disclosure
in
the MD&A and Business sections.
23. Briefly disclose the conditions precedent to closing on the
properties under contract.

Investment Pipeline, page 8
24. Please disclose that the funds you will receive pursuant to
this
offering will not be sufficient to acquire all of the properties
included under this heading.
25. Please tell us how you have evaluated the probability of the
acquisitions described here for determining whether financial
statements are required under Rule 3-14 of Regulation S-X.  Refer
to
FRC 506.02(c)(ii).

Our Formation Transactions, page 12
26. Please identify here the founders of the company and disclose
their current roles in the operation of your business.
27. Please expand your disclosure to explain how you determined
the
per share amounts in your formation transactions.

Conflicts of Interest, page 12
28. Please expand to disclose the ownership interest of the
executive
officers in the properties you have acquired or are under
contract,
identifying the related parties.  In addition, please quantify the
economic benefits to be received by those officers upon closing
the
transactions.
29. In addition, please expand to include disclosure of the
conflicts
described in the risk factor on page 29 relating to conflicting
duties of care owed by your executive officers to both you and the
limited partners of your operating partnership.

Dividend Policy, page 13
30. Please clarify our understanding that your intention of
retaining
capital to originate new investments, service your debt, and make
additional investments in your properties and pay operating
expenses
supersedes your intention to pay dividends.

Risk Factors
31. We refer to the introductory paragraph on page 18 where you
indicate that you may face other risks or uncertainties currently
unknown to you or that you currently deem to be immaterial which
may
adversely affect your business.  You must disclose all risks that
you
believe are material at this time.  Please delete language related
to
other risks or unknown risks from your disclosure.

Risks Related to our Business, Page 18

We did not obtain current appraisals on the initial
properties...page
18
32. Please identify the executive officers who had preexisting
ownership interest in the properties mentioned here and disclose
the
economic benefits gained by them in the formation transactions.

33. Please disclose the formula or criteria used by management in
determining the value of the properties.

If we are unable to complete acquisitions we have under
contract...page 19
34. Please expand to clarify the nature of the "structure and
title
resolution" closing conditions you refer to here.

We may not complete the acquisitions of our properties...page 19
35. When known, please quantify the amount of uncommitted funds
referenced here.

Our investment in structured real estate finance
instruments...page
20
36. Please disclose the percentage of assets you are authorized to
allocate toward investments in structured finance instruments as
determined under your organizational documents so that investors
can
better evaluate the impact on your business from these types of
investments.  Alternatively, please disclose the portion of your
assets you intend to allocate to these types of investments.
37. Please expand to discuss risks associated with fluctuation in
interest rates, and other risks related decreases in the value of
the
underlying property acquired as recourse on defaulted loans.  In
appropriate risk factor, please provide similar disclosure
relating
to the impact of interest rates on your properties in general.

We may be unable to renew expiring leases, lease vacant space or
re-
lease space on a timely basis or on comparable or better terms,
which
could significantly decrease our cash flow, page 21
38. Instead of presenting lease expirations during the following
three months, please disclose the portion of lease expirations
during
the 12 months following the completion of this offering.

Three of our properties were previously owned by Care First...page
23
39. Expand to disclose the termination dates for the original
leases
with Care First, including the expiration date of the one year
free
rent provision.  Please also clarify how the terms of the original
lease going forward (beyond the 1 year free rent period) may
impact
your business.  For example, we note disclosure on page 87
indicating
that monthly lease payments are below the rental market averages
for
comparable properties in the area.
40. Expand to discuss the risk of failing to increase the current
low
occupancy rate for the facilities as described on page 88.
41. Please disclose the portion of your revenues comprised by the
leases described under this heading and expand your disclosure to
briefly describe the "favorable termination rights" that the
tenants
have.

We compete with other parties for tenants...page 23
42. Please expand to describe the competitive conditions for your
target market specifically.

We may be subject to further risks with respect to
development...page
25
43. Please expand to more fully describe the risks associated with
development and construction of properties, such as the impact of
construction delays