| BACCHUS LAW GROUP | 1511 West 40thAvenue |
| Corporate & Securities Law | Vancouver, BC V6M 1V7 |
| Tel 604.732.4804 | |
| Fax 604.408.5177 |
June 6, 2006
| Jeffrey Riedler |
| Assistant Director |
| Division of Corporate Finance |
| United States Securities and |
| Exchange Commission |
| 100 F Street, N.E. |
| Washington, DC 20549 |
Dear Mr. Riedler:
| Re: | Novori Inc. (the “Company”) |
| Registration Statement on Form SB-2 | |
| Amendment No. 2 | |
| File No. 333-130344 | |
In response to your comment letter dated April 28, 2006, please find enclosed three marked copies of the Company’s Amended Registration Statement No. 2 on Form SB-2/A for your review.
In response to your comments, the Company makes the following responses and has made the following changes to its Amended Registration Statement:
General
| 1. | There appears to be some redundancy in your risk factors, particularly in riskfactors 3 and 11-14, which relate to market risks. Please delete risk factor 3 asit overlaps with risk factor 14 and also because it may confuse investorsthrough its implication that there is a market for your stock and a followingamong market analysts for that stock. If you believe that risk factor 3 containsinformation that is not repeated in risk factor 14, then consolidate thisinformation into risk factor 14. In addition, since risk factor 11 clearlydiscloses that there is no market for your securities, this risk factor should bethe first of these market-related risk factors to be presented. |
| RESPONSE: | |
| Risk factor 3 has been removed and the other changes that you suggested have been implemented. |
Consolidated Financial Statements
| 1. | Please provide updated financial statements and financial informationthroughout the filing pursuant to Rule 310(g) of Regulation S-B. |
| RESPONSE: | |
| The financials have been updated to include statements as of February 28, 2006. |
Note 4. Related Party Transactions, page F-10
| 2. | We note your response to comment 16. Please disclose how you determined the fair value of the donated equipment and the office space rent. RESPONSE: This note is now Note 5 and has been amended to read as follows: |
| The Company is provided with office premises with a fair value of $636 (CDN$750) per month was provided at no charge from a company owned principally by directors of the Company. The fair value was based upon the monthly out-of-pocket cost incurred by the director’s company. During the nine month period ended February 28, 2006, rent of $5,714 (CDN$6,750) was charged to operations and recorded as donated capital. During the fiscal year ended May 31, 2005, rent of $6,043 (CDN$7,500) was charged to operations and recorded as donated capital. |
Please do not hesitate to contact me if you have any questions.
Yours truly,
BACCHUSLAWGROUP
Per:/s/ Penny Green
| Penny O. Green |
| Barrister, Solicitor & Attorney |
| Member, Washington State Bar Association |
| Member, Law Society of BC |
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