Mail Stop 0306
March 9, 2005
Mr. James Vandeberg
Chief Financial Officer
REGI U.S., Inc.
#1103-11871 Horseshoe Way
Richmond, BC V7A 5H5 Canada
RE: REGI U.S., Inc.
Form 10-KSB for the fiscal year ended April 30, 2004
Forms 10-QSB for the quarters ended July 31, and October 31, 2004
File No. 000-17861
Dear Mr. Vandeberg,
We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
documents
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
filings.
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.
Form 10-KSB for the fiscal year ended April 30, 2004 and Forms 10-
QSB
for the quarters ended July 31, and October 31, 2004
Controls and Procedures
1. We note that your certifying officers disclose their
conclusions
as to the effectiveness of your disclosure controls and procedures
"within 90 days before the filing date of this report." However,
Item 308(a)(3)of Regulation S-B requires that your certifying
officers disclose their conclusions regarding the effectiveness of
your disclosure controls and procedures "as of the end of the
small
business issuer`s most recent fiscal year." Please revise
accordingly.
2. We that your disclosure that your officers "concluded that as
of
the evaluation date, our disclosure controls and procedures are
effective to ensure that information we are required to disclose
in
reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods
specified
in SEC rules and forms." Please revise to clarify, if true, that
your officers concluded that your disclosure controls and
procedures
are also effective to ensure that information required to be
disclosed in the reports that you file or submit under the
Exchange
Act is accumulated and communicated to your management, including
your chief executive officer and chief financial officer, to allow
timely decisions regarding required disclosure. See Exchange Act
Rule 13a-15(e).
3. We note your disclosure that "there have been no significant
changes in internal controls..." Please revise your disclosure to
remove the word significant and to discuss all changes in your
internal control over financial reporting that have materially
affected, or that are reasonably likely to materially affect, your
internal control over financial reporting, as required by Item
308(c)
of Regulation S-B, as amended effective August 13, 2003.
Exhibit 31.1 and 31.2 Certifications
4. We note that the certifications filed as Exhibits 31.1 and 31.2
were prepared under the former Form10-KSB / 10-QSB certification
requirements. These requirements were amended by Release No. 33-
8238: Management`s Reports on Internal Control over Financial
Reporting and Certification of Disclosure in Exchange Act Periodic
Reports. The required certifications must be in the exact form
prescribed; the wording of the required certifications may not be
changed in any respect, except for the modifications temporarily
permitted to be made to the fourth paragraph of the certification
required to be filed as Exhibit 31.1 pursuant to Part III.E of
Release No. 8238. Accordingly, please amend your April 30, 2004
Form
10-K, July 31, 2004 Form 10-Q and your October 31, 2004 10-Q that
includes the entire filing together with the certifications of
each
of your current CEO and CFO in the form currently set forth in
Item
601of Regulation S-B.
* * * *
As appropriate, please amend your October 31, 2004 Form 10-Q,
July 31, 2004 Form 10-Q and April 30, 2004 Form 10-K 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.
Please
file your cover letter on EDGAR. Please understand that we may
have
additional comments after reviewing your responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
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.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Eric Atallah, Staff Accountant at (202) 824-
5266
or me at (202) 942-2861 regarding comments on the financial
statements and related matters. In this regard, do not hesitate
to
contact Daniel Gordon, Branch Chief, at (202) 942-2813.
Sincerely,
Kate Tillan
Reviewing Accountant
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Mr. James Vandeberg
REGI U.S., Inc
March 9, 2005
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