SecProbe.io

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				April 18, 2005

via U.S. mail and Facsimile

L. Gabriel Luca
President
Project Romania, Inc.
2490 West Second Avenue, Suite 404
Vancouver, British Columbia, Canada V6K 1J6

Re:	Project Romania, Inc.
	Form SB-2 filed March 22, 2005
	File No. 333-123479

Dear Mr. Luca:

      We have the following comments on the above filings.  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 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 SB-2 filed March 22, 2005

General

1. Please revise your disclosures to clarify your relationship
with
both Galaxy Telnet and Galaxy Telecom.  Disclose any contractual
arrangements, related parties, affiliations, informal agreements,
etc.

2. Please review your document and provide the necessary support
for
any comparative or factual assertions.  Further, state the basis
for
comparative or factual assertions in the prospectus and provide
independent support supplementally.  For example:

* Potentially dramatic savings to be enjoyed by the Romania
telecommunications marketplace in using our VoIP solutions, page 7
* We are significantly less expensive than the next lowest cost
offering, page 27
* Management feels our enhanced services. . . are comparable to
and
often superior to services provided by local and national Romanian
telcos, page 27
* Our management feels Galaxy Telecom`s digital network is more
cost
effective than the public switched telephone network, page 27
* Most IT departments do not possess extensive VoIP technology
expertise, page 35
* The more services a busy customer can get from one company, the
more appealing that company will be to the customer, page 37

Prospectus Cover Page

3. It appears that from your disclosure the selling shareholders
will
sell their common stock for $0.04 per shares until such time the
shares may be listed on the OTCBB.  If this is the case, please
include the following language on the cover page of the prospectus
and revise the sections "Offering Price and Alternative Plan of
Distribution" on page 5 and "Plan of Distribution" page 16
accordingly:

The selling shareholders will sell at a price of $0.04 per share
until our shares are quoted on the OTC Bulletin Board and
thereafter
at prevailing market prices or privately negotiated prices.

Otherwise, revise the plan of distribution to be consistent with
the
disclosure on the prospectus cover page that the shares sold by
the
selling shareholders will have a set offering price of $0.04 per
share.

4. Please prominently display the cross-reference to the risk
factors
as required by Regulation S-B Item 501(a)(5).

5. Please clarify that this prospectus relates to the resale of
shares by the selling stockholders.

Forward-Looking Statements, page 5

6. Please move this language to after your risk factors section.

Offering Price and Alternative Plan of Distribution, page 6

7. We note your disclosure here and in your Plan of Distribution
section that you intend to apply to have your shares traded on the
OTCBB.  We understand that the OTCBB is a quotation medium for
subscribing NASD members and is not an issuer listing service.
Further, only market makers can apply to quote securities on the
OTCBB.  Please revise your disclosure to state, if true, that you
intend to contact an authorized OTCBB market maker for sponsorship
of
your securities on the OTCBB.

Securities Issued and to be Issued, page 5

8. We note the statement that you "expect that all of the common
stock to be sold under this prospectus will be sold by existing
stockholders."  Please explain what you mean by that statement.
In
addition, please note that only the shares registered for resale
in
this registration statement may be sold using this prospectus.  To
the extent that any successors or transferees wish to sell their
shares using this prospectus, a prospectus supplement should be
filed
pursuant to Rule 424.

Summary of Our Business, page 6

9. We note your disclosure that your "first venture" in the
Romanian
marketplace is the VoIP protocol.  Please revise to describe your
other ventures or planned ventures.

10. Please revise this section to state, if true, that PRI is a
holding company without any assets other than the shares it owns
in
Galaxy Telnet and that Galaxy Telnet is an operating subsidiary of
PRI.  Describe how PRI obtained Galaxy Telnet.

11. Briefly note that you are a development stage company.

12. Briefly describe your financial condition as a going concern.

Risk Factors, page 7

13. Throughout this section, you state that you "cannot assure" or
"there can be no assurance [of]" various facts.  The real risk,
however, is not your inability to assure the reader.  Please
revise
so that the risk is clear.

14. To the extent possible, avoid generic conclusions that the
risk
would have a material adverse effect on your business.  Please
revise
your risk factors to specifically state the risk involved.

15. Include a risk factor discussing your lack of tangible assets
and
your dependence upon your operating subsidiary for revenues.

16. Include a risk factor that discuss your common stock`s status
as
a penny stock and the material risks associated with penny stocks,
including price fluctuations, additional disclosure requirements,
and
the lack of a liquid market for such stocks.

Selling Security Holders, page 13

17. We note the statement that "[t]he registration of the
Secondary
Shares does not necessarily mean, however, that any of these
shares
will be offered or sold by the Selling Stockholders."  Please
revise
to state, if true, that this prospectus is being used to register
the
resale of the shares by the selling securityholders.

18. To the extent that successors to named selling securityholders
wish to sell under this prospectus, please be advised that you
must
file a prospectus supplement identifying such successor as a
selling
securityholder.  Please also revise your disclosures in this
section,
as well as in the "Plan of Distribution" section, to state that a
prospectus supplement will be filed in these circumstances.

19. Have you filed a Form D with respect to your sale under Rule
504
of Regulation D?  Please advise.

20. Please add a line at the end of your table that totals the
information in each column.

Directors, Executive Officers, Promoters and Control Persons, page
19

21. Please provide Mr. Stunden`s business experience for the past
five years.  Refer to Item 401 of Regulation S-B.

Security Ownership of Certain Beneficial Owners and Management,
page
22

22. Please revise the total number of shares beneficially owned or
the number of shares disclosed in your table.  These numbers do
not
reconcile.

Description of Securities, page 22

23. Please revise to describe what "ratably" means in the second
paragraph.

Description of the Business, page 23

24. We note the statement on page 24 that Mr. Luca was the sole
shareholder of Galaxy Telnet before PRI entered into the stock
exchange agreement with Galaxy Telnet.  Revise to state, if true,
that Mr. Luca was the President, a director, and beneficial owner
of
PRI at the time it entered into the agreement with Galaxy Telnet.
Disclose the amount of stock exchanged in the transaction.

25. Revise the disclosures to clearly state that PRI is a holding
company that derives its revenues from the operations of Galaxy
Telnet.

26. We note that your management believes that PRI`s VoIP services
can provide significant cost savings without significant start up
costs.  Please give investors a sense of these savings by
providing
quantification here and throughout your revised document.

27. We also note your disclosure on the next page that "the per
minute price for calls within Romania. . . is comparable to the
prices offered by other telecommunications services providers,
both
landline and wireless."  We also note your disclosure on page 30
that
"[p]rices for long distance voice calls in Romania have begun to
decline since January 1, 2003."  Please reconcile these
disclosures
with your statements about significant cost savings.

28. Please disclose whether the company has a supply agreement or
purchase agreement with Galaxy Telecom.  If the company does have
such an agreement, discuss the principal terms of the agreement.

29. Please revise where your state that "the subscriber
effectively
gets a second phone line for free, subject to the monthly service
fee."  We also note your disclosures on page 31 regarding your
revenue model.  These fees seem to indicate that the second phone
line is not free.

30. We note the statement that you offer a "value bundle of
services".  Please discuss fully discuss the services offered.

Technical Support/Customer Service, page 28

31. Please explain what you mean by Tier 1 and 2 support.

Domain Names, page 30

32. We note the fact that the company either owns or licensed the
use
of several domain names, however, it does not appear that any of
these websites are functional.  Please revise to state that these
websites are not currently functional and when you anticipate
information being available on these websites.

Management Information and Billing Systems, page 37

33. Please explain the "various management information, network
and
customer billing systems" that you "operate" to support the
functions
of network and traffic management, customer service and customer
billing.

Existing Regulations, page 32

34. We note that you refer to Galaxy Telnet as a reseller.  On
page
30, however, you refer to a direct sales force.  Please explain
how
your direct sales force does not need a license under these
regulations.

The Market for our Products and Services, page 33

35. You provide estimated wait times for phone lines for 2001.
Please update this information and state the basis for these
statements in your document.

36. We note your disclosure that your long distance calls are
cheaper
at certain times of the day than Romtelecom`s fixed line rates.
Please revise to quantify this difference in price so that a
reader
may better understand your disclosure.

Strategic Opportunities, page 36

37. Revise to give readers an example of the "relatively small
capital investment" that you refer to here by providing
quantification.

Management`s Discussion and Analysis, page 38

38. On page 39, we note that the cost of goods sold is comprised
of
the cost of iboxes and service contracts sold.  Please discuss the
terms of the service contracts sold and whether you pay a portion
of
the contract to Galaxy Telecom for the use of its network.  For
example, state whether you pay a set fee to Galaxy Telecom for use
of
its network or whether it receives a percentage of each service
contract.

39. In the third paragraph on page 40, we note the statement that
you
will "becom[e] a reporting company under the Securities Act",
however, the Exchange Act of 1934 contains the reporting
requirements.  Please revise.

40. You have referred (Pages 9 & 12) to your "intellectual
property,
technologies, and products."  We further note (Page 25) the
statement
that your VoIP solutions portfolio is currently limited to the IP
product and software technologies of Galaxy Telecom of Vancouver,
British Columbia.  Revise this information to clarify and explain
the
"intellectual property, technologies, and products" actually owned
by
the company, if any.  We note (Page 38) you have expensed all
development costs related to your establishment and (Page 31) you
have not spent any money on research & development activities
since
inception and have not budgeted for such expenditures in the near
term.

Results of Operations for the three-month periods ended November
30,
2004 and November 30, 2003, page 40

41. Please revise this section to include an analysis of the
changes
in each category described.  See Item 303 of Regulation S-B and
MD&A
Interpretive Release No. 33-8350.

Liquidity and Capital Resources, page 41

42. Please describe the terms of the bank line of credit and
shareholder loans in reasonable detail, including a discussion of
the
interest rate, date due, and amount outstanding.

Material Events and Uncertainties, page 41

43. We note your reference to the company`s "strategic business
plan"
and the requirement to "raise additional capital or obtain debt
financing."  Revise to explain the details of the business plan as
well as any efforts taken to raise additional capital or obtain
debt
financing.  Include in that information a description of your
viable
plan to continue in operation for the next twelve months.  Refer
to
Section 607.02 of the Financial Reporting Codification.

Description of Property, page 43

44. Please revise to include your office in Bucharest that you
disclose on page 40.

Market for Common Equity and Related Stockholder Matters, page 42

45. We note your disclosure regarding the penny stock rules and
that
your stockholders may have difficulty selling their common stock
if
the common stock becomes subject to the penny stock rules.  It
appears that your common stock is a penny stock.  Therefore,
please
revise to delete the phrase "if the common stock becomes subject
to
the penny stock rules."

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

46. We note that the auditors` report states that the financial
statements were audited from August 15, 2003, which was the
inception
date of the company.  It appears that this statement differs from
the
disclosure in the section "Summary of Our Business" on page 6
which
states the company was formed in June 2003.  Please advise.

Financial Statements

Revenue Recognition, page F-9

47. Under EITF 00-21, revenues from contracts with multiple
element
arrangements are recognized as each element is earned. You have
identified your revenue sources of: a one-time activation fee; a
monthly service fee for the use of the VoIP service; long-distance
per minute service charges; and service call fees.  Please revise
your disclosure to address your revenue recognition policy for all
sources of revenues.  Refer also to SAB 101.

48. In your revision, identify and quantify by each of the four
categories noted, the amount of revenues reported in each category
for all periods reported.

Note 1 - Summary of Significant Accounting Policies, page F-8
Currency, page F-11

49. If Romania is no longer a highly inflationary economy, your
"translation" into US funds is unclear. Your policy description
appears to be the guidance provided for one of the following:

- remeasuring the books and records into a differing functional
currency (par.10 of SFAS 52), or:
- remeasuring the financial statements of a foreign entity in a
highly inflationary economy as if the functional currency were the
US
dollar (par.11 of SFAS 52).

Appendix B of SFAS 52 provides guidance on the remeasurement
process.
However, if Romania is no longer a highly inflationary economy and
the functional currency is the Romanian Leu, no remeasurement is
necessary and the translation would be made at the current rate of
exchange for all balance sheet accounts, in accordance with
paragraph
12 of SFAS 52.  Please advise us and revise as appropriate.

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