Mail Stop 4561

      February 13, 2007

Doug Gravink
Chief Executive Officer
Landbank Group, Inc.
7030 Hayvenhurst Avenue
Van Nuys, California  91406

Re:	Landbank Group, Inc.
	Amendment No. 2 to Form 10-SB
	File No. 0-52315
      Filed January 24, 2007

Dear Mr. Gravink:

      We have reviewed the above 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 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 numbers
listed
at the end of this letter.

Impairment of Inventory, page 16

1. We have read your disclosure provided in response to prior
comment
2.  This disclosure appears to duplicate your accounting policy
description provided in response to prior comment 9 and disclosed
in
the notes to the financial statements.  Please expand your
discussion
here to specifically address why your asset impairment methodology
bears the risk of change and clarify the nature of uncertainty
surrounding your assumptions.  Refer to the guidance in FR-72.

Executive Compensation, page 21

2. We note your statement in footnote three that you did not
expense
the options granted on December 28, 2006 because the options were
granted late in the year and the performance milestones had not
been
achieved as of December 31, 2006.  Please note that if you expense
these options in 2006 in response to comment four below, the value
of
these options would have to be disclosed in column (f).

Financial Statements

Note 1 - Nature of Business and Significant Accounting Policies,
page
F-7

Inventory, page F-8

3. We have read your disclosure provided in response to prior
comment
9.  Please revise your disclosure to clarify how management
assesses
your properties for impairment.  In that regard, clarify your
disclosure to clearly state whether an impairment charge is
recorded
when a property is determined to be "difficult or impossible to
sell"
or when the carrying amount of the property exceeds its fair
value.
Please advise us and revise.

Stock-Based Compensation, page F-9

4. Refer to your December 28, 2006 stock option grant discussed on
page 22.  Based upon your disclosure, it appears that the
"achievement of a specified performance goal related to (y)our
stock
price" is a market condition as defined in Appendix E of SFAS
123(R).
In that regard, we would expect the effect of a market condition
to
be reflected in the grant-date fair value of the award and
compensation cost to be recognized regardless of when, if ever,
the
market condition is satisfied.  Please tell us how you considered
paragraphs 19, 47 and A51 of SFAS 123(R) in determining your
accounting treatment.  In your response, indicate to us whether
the
recipients of the stock option grants are required to meet any
service conditions in order to be entitled to the awards.


*	*	*

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 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
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.

	Direct any questions regarding the accounting comments to
Rachel
Zablow at (202) 551-3428, or Robert Telewicz, at (202) 551-3438.
Direct any other questions to Michael McTiernan at (202) 551-3852,
or
the undersigned at (202) 551-3780.



	Sincerely,



	Karen J. Garnett
	Assistant Director


Doug Gravink
Landbank Group, Inc.
February 13, 2007
Page 1