Mail Stop 0306
March 24, 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, 2004, October 31,
2004
and January 31, 2005
File No. 000-17861
Dear Mr. Vandeberg,
We have reviewed your response letter dated March 21, 2005
and
have the following additional 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-Q for the quarter ended January 31, 2005
Item 3 - Controls and Procedures
1. We note your disclosure that "as of a date within 90 days of
the
filing date of this Quarterly Report on Form 10-QSB, our chief
executive officer and chief financial officer have concluded that
our
disclosure controls and procedures are designed to ensure that the
information we are required to disclose in the reports we file or
submit under the Exchange Act is recorded, processed, summarized
and
reported within the time periods specified in the SEC`s rules and
forms and are operating in an effective manner." Item 307 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 period covered by the
report."
Please revise accordingly.
2. As a related matter it does not appear from that disclosure
that
your certifying officers have reached a conclusion that your
disclosure controls and procedures are effective. Please revise
to
address your officers` conclusions regarding the effectiveness of
your disclosure controls and procedures.
3. Additionally we note that your conclusion attempts to define
the
term "disclosure controls and procedures", which is not necessary
since the meaning of disclosure controls and procedures is
established by Rule 13a-15(e) of the Exchange Act. However, if
want
to define disclosure controls and procedures, please revise so
that
the definition is substantially similar in all material respects
to
the language that appears in the entire two-sentence definition of
"disclosure controls and procedures" set forth in Rule 13a-15(e).
4. We note your disclosure that "there were no significant changes
in
our internal controls or in other factors that could significantly
affect these controls subsequent to the date of their most recent
evaluation." Please revise to discuss all changes, not just
significant changes that occurred during your last fiscal quarter
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. Refer to Item 308(c)
of
Regulation S-B.
Exhibit 31.1 and 31.2
5. Please refer to our prior comment 4 and amend your amend your
January 31, 2005 Form 10-Q that includes the entire filing
together
with the certifications of each of your current CEO and CFO in the
exact form currently set forth in Item 601of Regulation S-B.
* * * *
As appropriate, please amend your January 31, 2005 Form 10-Q
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.
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 24, 2005
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