API ELECTRONICS GROUP CORP.
505 University Avenue
Suite 1400
Toronto, Ontario M5G 1X3
TELEPHONE (416) 563-6543
November 18, 2005
Megan Akst
Staff Accountant
Securities and Exchange Commission
| Stop 4-06 |
Washington, D.C. 20549
| Re: | API Electronics Group Corp. |
| Form 20-F for Fiscal Year Ended May 31, 2004 |
| File No. 000-29142 |
Dear Ms. Akst:
In response to your comment letter to API Electronics Group Corp. (the “Company”) dated September 22, 2005, the Company acknowledges the following:
| • | The Company is responsible for the adequacy and accuracy of the disclosure in its Form 20-F and all amendments thereto; |
| • | Staff comments or changes to disclosure in response to staff comment 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. |
Very truly yours,
API ELECTRONICS GROUP CORP.
/s/ Phillip DeZwirek,
Phillip DeZwirek,
Chief Executive Officer
