SecProbe.io

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Mail Stop 7010

December 20, 2005

Via U.S. mail and facsimile

Mr. Robert Salomon
Chief Financial Officer
Ashton Woods USA L.L.C.
1080 Holcomb Bridge Road
Building 200, Suite 350
Roswell, GA 30076

Re: 	Ashton Woods USA L.L.C.
Registration Statement on Form S-4
Filed November 23, 2005
File No. 333-129906 and 333-129906-01 through 21

Dear Mr. Salomon:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your filing 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. If you intend to rely on the position the staff took in Exxon
Capital Holdings Corporation (May 13, 1988) and subsequent related
no-action letters, please provide us with a supplemental letter
indicating that you are registering your exchange offer in
reliance
on our position contained in these letters and also include the
representations contained in Morgan Stanley & Co., Inc. (June 5,
1991) and Shearman & Sterling (July 2, 1993).
2. Please disclose the information required by Item 19(a)(4) of
Form
S-4.

3. To the extent additional subsidiaries of the company come into
existence and are made guarantors on the registered notes prior to
the expiration of the offering period, we assume you will update
the
facing page, the signature pages, and financial statements to
reflect
the additional guarantors.

Prospectus Summary, page 1

4. Please delete the last sentence of the first introductory
paragraph since it is clear from the context.  In addition, please
relocate the second introductory paragraph to a more appropriate
location in your prospectus.

5. Please substantially revise the disclosure under the heading
"Business Strategy" as this disclosure merely repeats entire
portions
of your Business section.  Your summary should be limited to
providing a brief overview of the most important aspects of your
business.  If you believe this disclosure is necessary, reduce the
disclosure to a bullet point presentation, with one sentence per
bullet point.

Material United States Federal Income Tax Consequences, page 6

6. We note the disclosure that your exchange offer "will" not
result
in a taxable event.  Please reconcile with the disclosure in the
second sentence of the first paragraph under the heading "Exchange
Offer" on page 115 that your exchange offer "should" not result in
a
taxable event.

Risk Factors, page 13

Our home sales and operating revenues could decline due to
macroeconomic..., page 13

7. Item 503(c) of Regulation S-K states that issuers should not
"present risk factors that could apply to any issuer or any
offering."  It appears that the risk described under this
subheading
could apply to nearly any issuer.  Please revise to clearly
explain
how this risk specifically applies to you.  Please also comply
with
this comment in risk factors seven, 11, 16 and 17.

Our operating results are variable, which may cause the value of
the
notes..., page 13

8. Please provide examples to illustrate the risk described under
this subheading.  Please also comply with this comment in risk
factors three and 12.

We may incur additional operating expenses due to compliance...,
page
15

9. Please quantify the risks described under this subheading.
Please
also comply with this comment in risk factors nine, 10, 13 and 14.

We may be unable to generate sufficient cash to service our
debt...,
page 18

10. Please quantify your annual debt service costs and the impact
of
an interest rate change on these costs.  For example, what would
be
the impact of a one percent increase in your interest rates?

The Exchange Offer, page 23

11. Please apply the comments on this section set forth below to
the
section entitled "The Exchange Offer" beginning on page 4 and to
Exhibit 99.1, as appropriate.

Expiration Date; Extensions; Amendment, page 25

12. We note that you will announce the extension of the offer by
making a public announcement prior to 5:00 p.m. on the next
business
day after the previously scheduled expiration date.  Please revise
the disclosure to comply with Rule 14e-1(d), which requires you to
make the announcement prior to 9:00 a.m.

13. We note that you reserve the right to "delay accepting any
original notes."  Please clarify in what circumstances you will
delay
acceptance.  For example, if you are referring to the right to
delay
acceptance only due to an extension of the exchange offer, so
state.

14. We note the disclosure in the second sentence of the first
paragraph on page 26.  Please revise here and, as appropriate,
elsewhere in your prospectus to indicate that in the event of a
material change in your exchange offer, including the waiver of a
material condition, you will extend your exchange offer period, if
necessary, so that at least five business days remain in your
exchange offer following notice of the material change.

Exchange Offer Procedures, page 26

15. We note the disclosure in the last sentence of the fifth full
paragraph on page 27 that the exchange agent will return certain
original notes "as soon as practicable following the expiration
date."  Please reconcile with the disclosure in the third sentence
of
the last paragraph under the heading "Withdrawal of Tenders" on
page
29.  In addition, Rule 14e-1(c) under the Exchange Act requires
that
you return the original notes "promptly" upon expiration or
termination of your exchange offer.  Please revise here and, as
appropriate, elsewhere in your prospects accordingly.

Conditions, page 29

16. Please disclose the basis upon which you will determine
whether
any condition has been satisfied.  Please note that you must
provide
an objective standard for determining whether a condition has been
satisfied.  In this regard, we note that you currently use a
"reasonable discretion" standard.

Use of proceeds, page 32

17. Please provide the information specified in Instruction 4 to
Item
504.

Summary consolidated financial information and operating data,
page
10 and Selected historical consolidated financial and operating
data,
page 34

18. Since you present a non-GAAP performance measure that excludes
recurring expenses, please revise your current presentation to
fully
comply with our response to Question 8 of "Frequently Asked
Questions
Regarding the Use of Non-GAAP Financial Measures."  It appears to
us
that your current presentation does not address the material
limitations associated with the non-GAAP measure you present or
the
manner in which you compensate for these limitations.

Management`s Discussion and Analysis of Financial Condition...,
page
37

Overview, page 37

19. Please expand your overview section to discuss the impact of
raw
material costs and your significant backlog on the financial
condition and results of operations of your company.

20. We note the disclosure in the second bullet point of each of
the
fourth, fifth and seventh paragraphs regarding the amount of your
backlog.  Please balance your disclosure by discussing the 15 to
20
percent of the backlog that you expect will be cancelled.  We note
the disclosure in the seventh full paragraph on page 42.  Please
also
indicate what portion of the backlog you do not reasonably expect
to
fill in the current fiscal year.

21. We note the disclosure in the third sentence of the sixth
paragraph regarding the delays in receiving government approvals.
Please disclose the reasons why you have experienced these delays.
22. We note the significant impact that land sales have had on
your
results of operations.  Please revise MD&A to address the factors
that you consider in determining if and when to sell land and
address
the extent to which you believe future land sales will impact your
operating results.

Results of Operations, page 38

23. Where there is more than one business reason for a change in a
line item, please quantify the incremental impact of each
individual
business reason discussed in the overall change in the line item.
For example, you disclose three reasons for the increase in
general
and administrative expenses for the period ended August 31, 2005
as
compared to the period ended August 31, 2004, but you do not state
the relative impact of each reason.

Three Months Ended August 21, 2005 Compared to Three Months
Ended...,
page 41

24. Please disclose the reasons why you experienced a decline in
the
amount of land sales revenues.

25. Please explain why homes in Dallas and Houston have lower
gross
margins than homes in Atlanta, Orlando and Phoenix.

Liquidity and Capital Resources, page 45

26. We note your disclosure in the last sentence of the first
paragraph that you plan to finance your operations through the
proceeds of the original notes.  However, it appears that you used
all of those proceeds to repay outstanding indebtedness.  In this
regard, we note your disclosure under the heading "Use of
Proceeds"
on page 32.  Please revise to clarify your financing sources.  In
addition, please comply with this comment in third sentence of the
first paragraph under the heading "Contractual Obligations" on
page
46.

27. We note the disclosure in the second paragraph.  Please
explain
the reasons why your debt to capitalization ratio has increased.

Table of Contractual Obligations, page 47

28. Please provide an updated tabular disclosure of your
contractual
obligations that includes the senior subordinated notes and
related
interest payments.  In addition, please explain why you believe
excluding obligations of certain entities consolidated under FIN
46R
is appropriate.  At a minimum, it appears to us that you should
quantify and disclose the time periods of these obligations in
note
(4).  It also appears to us that you should quantify and disclose
all
land purchase options you have entered into and the time periods
they
are required to be exercised; and all obligations and land
purchase
options of your equity investments.

Operating Cash Flow, page 45
Investing Cash Flow, page 46
Financing Cash Flow, page 46

29. Please explain the business reasons for each change between
periods discussed in these sections.

Senior Unsecured Credit Facility, page 46
9.5% Senior Subordinated Notes, page 46

30. It appears that your debt agreements contain certain
covenants.
Please discuss the impact of these covenants on your operations,
including any impact on your financial condition or results of
operations.

Business, page 52

31. Please disclose the information required by Item 101(c)(iii)
of
Regulation S-K.

32. Under an appropriately titled heading, please discuss in
reasonable detail the title services that you provide through two
joint ventures.  In addition, please disclose the percentage of
your
revenues derived from this business.  Finally, please file the
joint
venture agreements relating to these entities as exhibits to your
registration statement.

33. Please describe in reasonable detail the material terms of
your
home building contracts.  For example, what are the rights of the
parties with respect to the cancellation of a contract?

34. Please disclose the basis for your statements in the first and
fourth sentences of the introductory paragraph.

35. Please identify the nationally recognized survey company
referenced in the last sentence of the introductory paragraph.
Please also advise us as to whether this survey is generally
available to the public, without payment of a subscription or
other
fees.  Has this survey been published in widely circulated media
or
among members of the industry?  If so, please tell us when and
where.

Business Strategy, page 52

Provide Our Customers with Superior Value..., page 52

36. We note your statement that you are "recognized for building
homes that offer superior design..."  Please disclose the basis
for
this statement.

37. We note the disclosure in the second sentence of the second
paragraph.  Please identify the organizations that sponsored the
awards and whether you have any affiliation with these sponsors.

38. We note the disclosure in the third sentence of the second
paragraph regarding the five star rating.  Please identify the
organization that awards this rating and whether you have any
affiliation with this organization.

Customer Financing, page 58

39. Please describe in greater detail the mortgage origination
business and the percentage of your revenues derived from this
segment of your business.

40. Please explain the meaning of the term "mortgage capture
rate."

41. Please file the joint venture agreements relating to Ashton
Woods
Mortgage, LLC as exhibits to your registration statement

Competition and Market Factors, page 60

42. Please discuss your competition`s advantages over you and how
this affects your competitive position within your industry.

Government Regulation and Environmental Matters, page 60

43. Please disclose the information required by Item 101(c)(xii)
of
Regulation S-K.

Legal Proceedings, page 61

44. We note that you refer to the potential impact of contingences
on
your "financial position" here and in note 8 on page F-21.  Please
revise your disclosures to address other financial measures,
including results of operations and cash flows, or the financial
statements as a whole.  Please be advised that if you believe a
material loss is reasonably possible, you should provide all the
disclosures required by SFAS 5 and SAB 5:Y.

Management, page 62

45. Please disclose the information required by Items 402(g) and
(h)
of Regulation S-K.  See Item 19(a)(7)(ii) of Form S-4.

Audit Committee Financial Expert, page 63

46. Please disclose whether Mr. Joffe is independent, as that term
is
defined under Item 7(3)(d)(iv) of Schedule 14A.  See Item 401(h)
of
Regulation S-K.  Please also refer to Item 19(a)(7)(i) of Form S-
4.

Compensation Committee Interlocks and Insider Participants, page
63

47. Please revise this section to provide the information required
by
Item 402(j) of Regulation S-K.

Certain Relationships and Related Transactions, page 66

48. Please state whether you believe that the transactions you
describe in this section are on terms at least as favorable to
your
company as you would expect to negotiate with unrelated third
parties.

49. Please identify the related party referenced in the fifth
paragraph.

Description of Other Indebtedness, page 68

50. Please delete the second sentence of the introductory
paragraph,
as the summary should be materially complete.  In addition, please
clarify that the summary sets forth the material terms of the
agreements governing your indebtedness.

Senior Unsecured Credit Facility, page 68

51. We note the statement in the fourth paragraph that after
giving
effect to the use of proceeds from the sale of the original notes
that you will have no outstanding borrowings under the senior
unsecured credit facility.  Please reconcile with the
capitalization
table on page 33, which show there will be $ 23.7 million
outstanding
on an as adjusted basis.

52. We note the disclosure in the sixth paragraph.  Please
disclose
whether you are in compliance with these covenants as of the most
recent practicable date.

Description of the Notes, page 70

53. Please remove the statement in the second sentence of