FRANK J. HARITON ATTORNEY - AT - LAW
1065 Dobbs Ferry Road White Plains New York 10607 (Tel) (914) 674-4373 (Fax) (914) 693-2963 (e-mail) hariton@sprynet.com
July 26, 2013
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn:. H. Roger Schwall, Assistant Director
Re:
Sauer Energy, Inc. (the “Company”)
Registration Statement on Form S-1
File No. 333-189275 (the “Registration Statement”)
Filing of Amendment Number 1 (“Amendment No 1”)
Comment Letter, dated June 27, 2013 (the “Comment Letter”)
Dear Mr. Schwall:
The Company is filing Amendment Number 1 and the changes therein consist primarily of updating, changes in response to the Comment Letter and discussions with the staff (to both the Registration Statement and the Equity Purchase Agreement) and correction of minor typographical errors in the prior filing. The numbered paragraphs below respond to the like numbered paragraph in the Comment Letter.
1.
I have carefully reviewed the referenced Compliance and Disclosure Interpretations and sought to fully comply with all requirements thereof. I personally thank the staff for its cooperation and indulgence.
2.
We have amended the Equity Purchase Agreement and the Registration in response to staff comments, including, but not limited to, removing the language on page 37 referred to in the Comment Letter and have eliminated Section 6.2 of the Equity Purchase Agreement.
3.
We have removed the schedule from the Equity Purchase Agreement and updated information throughout the prospectus as available. We have inserted the correct auditor report.
4.
A footnote has been added in response to the comment.
Should you require anything further, do not hesitate to contact me.
Very truly yours,
/s/ Frank J. Hariton
Frank J. Hariton