June 10, 2005


Mail Stop 4561

Byron Webb
President
Webb Mortgage Depot, Inc.
155 Wilson Lake Road
Mooresville, NC  28117

Re:	Item 4.02 Form 8-K
	Filed 5/27/05
      File No.

Dear Mr. Webb:

	We have reviewed your Item 4.02 Form 8-K for compliance with
the
form requirements and have the following comments.
1. Please advise us whether this filing is being submitted under
Item
4.02(a) or 4.02(b) of Form 8-K.  It appears that the determination
of
non-reliance on previously issued financial statements was made by
your auditors during the course of their re-audit of your 2003
financial statements, and should therefore be filed as an Item
4.02(b) Form 8-K.
2. Please amend your report to include disclosure of the date of
your
conclusion of non-reliance on previously issued financial
statements,
or if notified by your independent auditor, the date on which you
were advised that disclosure should be made or action taken to
prevent future reliance on a previously issued audit report or
completed interim review.
3. Item 4.02(c) of Form 8-K requires you to request that your
independent accountant furnish you as promptly as possible a
letter
stating whether your accountant agrees with the statements made by
you in response to this Item 4.02(b).  Please amend your
previously
filed Form 8-K by filing your independent accountant`s letter as
an
exhibit to the filed Form 8-K no later than two business day after
you have received the letter.
4. We note that in the 10-KSB filed on May 13, 2005 management has
concluded that the Company`s disclosure controls and procedures
are
effective and no significant deficiencies or material weaknesses
have
been identified.  Please advise us how you considered the adequacy
of
this disclosure in light of the material errors you have
disclosed.

	You should file an amendment in response to these comments on
or
before June 17, 2005.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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 filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings or
in
response to our comments on your filings.

	If you have any questions, please call me at (202) 551-3429.


							Sincerely,



							Kristina Beshears
							Staff Accountant
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Webb Mortgage Depot, Inc.
June 10, 2005
Page 1