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
April 20, 2015
Mr. H. Roger Schwall Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
Washington, D.C. 20549
Re:
Sauer Energy, Inc.
Amendment Number 1 to Registration Statement on Form S-1
File Number 333-202819
Dear Mr. Schwall:
We are filing amendment number 1 to the above captioned registration statement. This amendment principally involves an updating of the material previously filed and changes to the registration statement in response to the staff’s comment letter dated April 13, 2015. The principal updating involved inclusion of more current financial information. The numbered paragraph below corresponds to the numbered paragraph in the staff’s comment letter and set forth our response thereto:
1.
We have removed all references to transferees, pledgees and assigns from the body of the S-1 in order to have it conform to the equity purchase agreement.
Please feel free to contact me with any questions you may have regarding the foregoing.
Very truly yours,
/s/ Frank J. Hariton
Frank J. Hariton