SecProbe.io

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      June 16, 2005

Mail Stop 4561

VIA U.S. MAIL AND FAX (506) 533-8114

Mr. Ralph Eisenschmid
Chief Executive Officer and Chief Financial Officer
InteliSys Aviation Systems of America, Inc.
815 Bombardier Street
Shediac, New Brunswick, Canada  E4P 1H9

      Re:	InteliSys Aviation Systems of America, Inc.
      Form 10-KSB for the year ended December 31, 2004
      Filed May 16, 2005
      File No. 000-26777

Dear Mr. Eisenschmid:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  In our comments, we 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 filing.
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 year ended December 31, 2004

Item 8A.  Controls and Procedures

1. In light of the material weaknesses referenced under Item 1,
Risk
of non-compliance with Section 404 of the Sarbanes-Oxley Act of
2002,
and in your 2005 first quarter Form 10-QSB filed on May 24, 2005
and
the fact that your officers` concluded that your disclosure
controls
and procedures were ineffective as of the end of the period
covered
by your first quarter Form 10-QSB based on these material
weaknesses,
please explain to us in reasonable detail the basis for your
officers` conclusion under Item 8A that the company`s disclosure
controls and procedures were nonetheless effective as of the end
of
the period covered by the report.

Item 13. Exhibits and Reports on Form 8-K

2. Please revise your certifications filed as Exhibits 31.1 and
31.2
to reflect the language exactly as set forth in Item 601(b)(31) of
Regulation S-K.

*  *  *  *

	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
for
an informed decision.  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 do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings or
in
response to our comments on your filings.

	You may contact Josh Forgione, at (202) 551-3431, or me, at
(202) 551-3403, if you have questions. Please respond to the
comments
included in this letter within ten business days or tell us when
you
will provide us with a response.  Please file your response on
EDGAR.

								Sincerely,

      Steven Jacobs
      Accounting Branch Chief

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Mr. Ralph Eisenschmid
InteliSys Aviation Systems of America, Inc.
June 16, 2005
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