SecProbe.io

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      September 8, 2006

Thomas McNeill, Vice President and Chief Financial Officer
Simplagene USA, Inc.
500 Bi-County Boulevard
Suite 400
Farmingdale, NY 11735-3940

      Re:	Simplagene USA, Inc.
		Registration Statement on Form SB-2
      Filed August 11, 2006
		File No. 333-136512

Dear Mr. McNeill:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document 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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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 SB-2 filed August 11, 2006

Generally

1. Given the nature and size of the transaction being registered,
advise the staff of the company`s basis for determining that the
transaction is appropriately characterized as a transaction that
is
eligible to be made on a shelf basis under Rule 415(a)(1)(i).

2. Please remove the following statement, "NCPH has been
recognized as
a leader in the Home Mean Replacement markets for consumers
nationwide.  We are leading multi-channel direct to consumer
retailer
of branded, prepared, premium quality frozen proteins...," and any
other similar statements, unless you can provide objective third
party
support for such representations.

Selling Shareholders, page 34

3. Expand the Selling Shareholders table to include the natural
persons with power to vote or to dispose of the securities offered
for
resale by the entities that are listed as selling stockholders.
If
more than one holder is listed as beneficial owner for the same
securities, include explanatory text or footnotes.  See
Interpretation
4S of the Regulation S-K portion of the March 1999 supplement to
the
CF telephone interpretation manual.

4. Identify as underwriters all selling shareholders who are
registered broker-dealers, unless any such registered broker-
dealers
received such shares as compensation for investment banking
services.
Identify as underwriters all affiliates of registered broker-
dealers
that are listed as selling shareholders unless you can confirm to
us
that each (1) purchased its securities in the ordinary course of
business and (2) at the time of purchase, had no agreements or
understandings, directly or indirectly, with any party to
distribute
the securities.

Report of Independent Registered Public Accounting Firm, page F-2

5. Please provide a signed accountant report.  See Rule 2-02(a) of
Regulation S-X.

Form 10-KSB for the period ended August 31, 2006

6. Please adhere to the period requirements of Form 10-QSB.  In
this
regard, we note that the information under Controls and Procedures
and
Other Information does not appear to cover the required periods.

7. We note the statement that "[t]here have been no significant
changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date we
carried out the evaluation."  Please revise to conform to Item
308(c)
of Regulation S-B.   Disclose any change in your internal controls
that occurred during the last fiscal quarter that materially
affected,
or is reasonably likely to materially affect, your internal
controls
over financial reporting.

* * * * *

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  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 information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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 connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Carmen Moncada-Terry at (202) 551-3687 or, in
her
absence, the undersigned, at (202) 551-3740 with any questions.

      					Sincerely,

      					H. Roger Schwall
      Assistant Director

cc: 	C. Moncada-Terry

	VIA FACSIMILE

	Michael Shef
      Troutman Sanders LLP
      212-704-5974
Thomas McNeill
Simplagene USA, Inc.
September 8, 2006
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