November 22, 2005

By U.S. mail and facsimile to (480) 355-8149

Mr. Frank Holdraker
President
Creative Eateries Corporation
7400 E McDonald Suite 121
Scottsdale, AZ  85250

	RE:  	Creative Eateries Corporation
		Form 8-K Item 4.01
		Filed November 21, 2005
		File # 000-21753

Dear Mr. Holdraker:

      We have reviewed your filing and have the following
comments.
If you disagree, we will consider your explanation as to why our
comments are inapplicable.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide us with supplemental 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 on any other
aspect of our review.  Feel free to call us at the telephone
number
listed at the end of this letter.

1. Amend your Form to state whether the former accountant
resigned,
declined to stand for re-election or was dismissed.  Refer to
Item
304(a)(1)(i) of Regulation S-B.

2. Item 304(a)(1)(ii) of Regulation S-B requires a statement
whether the accountant`s report on the financial statements for
either of the past two years contained an adverse opinion or a
disclaimer of opinion or was qualified or modified as to
uncertainty, audit scope or accounting principles; and a
description of the nature of each such adverse opinion,
disclaimer
of opinion, modification or qualification.  Please specifically
address the audit reports for years ended December 31, 2004 and
2003 in your disclosure.




3. We note your disclosure that the auditors issued a going
concern
opinion on the financial statements for the year ended December
31,
2004.  However, we note in your Form 10-KSB/A for the year ended
December 31, 2003, that a going concern paragraph was also
included
in your auditor`s report for the year ended December 31, 2003.
Please revise your Form accordingly.

4. We note that you do not disclose any reportable events, as
defined in Item 304(a)(1)(B) of Regulation S-B, that occurred
during the most recent two fiscal years and through the date of
your Form.  However, you have amended your Form 10-KSB for year
ended December 31, 2003 to restate your financial statements for
2002 and 2003 due to the determination that your acquisition
should
be accounted for as a reverse acquisition rather than as an
acquisition.  Revise your Form 8-K to provide the information
required by Item 304(a)(1)(B) of Regulation S-B.  In your
revised
filing, describe in detail the nature of the restatement of your
financial statements.

5. To the extent that you make changes to the Form 8-K to comply
with our comment, please obtain and file an updated Exhibit 16
letter from the former accountants stating whether the
accountant
agrees with the statements made in your revised Form 8-K.



*  *  *  *  *


	We urge all persons who are responsible for the accuracy
and
adequacy of the disclosure in the filing reviewed by the staff
to
be certain that they have provided all information investors
require.  Since the company and its management are in possession
of
all facts relating to a company`s disclosure, they are
responsible
for the accuracy and adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that

* the company is responsible for the adequacy and accuracy of
the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments in the filing reviewed by the staff do not foreclose
the
Commission from taking any action with respect to the filing;
and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the
staff
of the Division of Corporation Finance in our review of your
filing
or in response to our comments on your filing.


      Please file your supplemental response via EDGAR in
response
to these comments within 5 business days of the date of this
letter.  Please note that if you require longer than 5 business
days to respond, you should contact the staff immediately to
request additional time.  You may wish to provide us with marked
copies of each amended filing to expedite our review.  Direct
any
questions regarding the above to the undersigned at (202) 551-
3739.

								Sincerely,



								Ryan Rohn
								Staff Accountant
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Mr. Frank Holdraker
Creative Eateries Corporation
November 22, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE