SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
				May 24, 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/A filed May 9, 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/A filed May 11, 2005

General

1. We note your response to prior comment 2, however, it appears
that
support for various comparative and factual assertions have not
been
provided in the prospectus or supplementally.  Please review the
entire document and revise accordingly.

2. The financial statements should be updated pursuant to Item
310(g)
of Regulation S-B.
3. Include a currently dated accountants` consent.

Principal Products and Services

4. We note that PRI has a supply contract with Galaxy Telecom.  It
appears that this contract is material to your business.  Please
file
the contract as an exhibit to the registration statement.

5. We note your response to prior comment 29, however, it appears
that you continue to refer to certain calls as being free
throughout
the prospectus.  For example,

* We offer free calling between subscribers worldwide
* Free unlimited calling between i-box Broadband subscribers
around
the world
* If the subscriber`s call is to another subscriber..., the call
is
free.

It appears that in each case, an individual must still pay a
monthly
subscription fee for the VoIP service, which would indicate that a
call is not free.  Revise your disclosures throughout the
prospectus
to clarify the fees paid by subscribers for phone calls to
subscribers and non-subscribers, for calls within Romania and
internationally.  For example, if true, state that a subscriber of
your service may call another subscriber of your service within
Romania and not incur any per minute charges for the call.
Clarify
what you mean when discussing calls "within the i-box Broadband
community".  State whether this community consists of your
subscribers only or to individuals using VoIP services provided by
another company.

6. We note your response to prior comment 30 and that you offer
the
"value bundle of services" for an additional fee.  We also note
that
your basic VoIP connectivity includes caller ID, call waiting, and
basic voicemail.  Please explain why these items are included in
the
"value bundle of services" that you charge an additional fee for
if
they are already included in your basic service.

Technical Support/Customer Service

7. Your response to prior comment 31 indicates that you deleted
references to Tier 1 and 2 support and provided the discussion in
plain language; however, this does not appear to be the case.
Please
revise your disclosure to explain what you mean by Tier 1 and 2
support, both in this section and in the Principal Products and
Services section.

8. We also note that you provide "free" support and Galaxy Telecom
provides additional "free" support.  Revise to state, if true,
that
the support provided by both you and Galaxy Telecom is provided as
part of the subscription service initially purchased by customers
and
no additional fees are charged.

Management Information and Billing Systems

9. Please revise to explain what a "backend client interface" is
and
the website that supports this interface.  If this interface was
developed to allow customers to receive and pay bills, in addition
to
generating your e-bills, and exists on your website that is
currently
inactive, please explain how your customers will receive and pay
their bills.

Management`s Discussion and Analysis

10. We note your response to prior comment 38.  Please revise your
disclosures to discuss the terms of the service contracts sold to
subscribers, the monthly fee charged to subscribers, and the
amount
paid per subscriber contract per month to Galaxy Telecom for the
use
of its network

Liquidity and Capital Resources

11. We note your response to prior comment 42.  Please revise your
disclosure to state the term of the bank line of credit, the date
due, and the approximate amount of the monthly payments.  In
addition, disclose the service fees that apply the line of credit.

12. Disclose the interest rate on the bank line of credit and the
shareholder loan facility as of the most recent date practicable.

Financial Statements
Note 1 - Summary of Significant Accounting Policies: Currency,
page
F-11

13. We continue to have difficulty understanding whether you have
remeasured, translated, or both. Please understand that
remeasurement
(paragraph 10 or 11 and Appendix B) is different from translation
(paragraph 12). When translating, as described in paragraph 12,
you
use the current exchange rate for all assets and liabilities. This
is
not the method you describe in your footnote.

As previously noted, if Romania is no longer a highly inflationary
economy, and the Romanian currency is the functional currency,
your
"translation" into US funds is unclear. Your policy description is
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).

	Neither of the above describes translation.

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.

However, if, for example the Canadian Dollar is the functional
currency and the Romanian Leu is the currency in which the books
and
records are kept, (which can be different) you would first
remeasure
into the Canadian Dollar and then translate into the US Dollar.

We urge you to carefully review the guidance in SFAS 52, in
particular the distinction between the concept of remeasurement
and
translation. In this regard, please address the following
important
issues individually in your response.

* Is the Romanian economy highly inflationary or not. Please
specifically reference your documented support for your
contention;
* What is the currency in which the entity`s books and records are
maintained?
* What is the functional currency? (This may or may not be the
currency in which the books and records are kept)

	Please advise us and revise as appropriate.

Exhibits

14. It appears that you have not filed exhibit 21.1 with the
amendment.  Please file with the next amendment.  See Item 601(a)
and
(b) of Regulation S-K.

15. Please revise footnote 1 to state that these exhibits were
previously filed rather than incorporated by reference from the
SB-2.

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 supplemental 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 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.

	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 this action 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 direct accounting comments to Donald Cavern, Staff
Accountant, at (202) 942-1925 or, in his absence, to John Hartz,
Senior Assistant Chief Accountant, at (202) 942-1798.  Direct
questions on disclosure issues to Tamara Brightwell, Staff
Attorney,
at (202) 824-5221 or, in her absence, to Lesli Sheppard, Senior
Staff
Attorney, at (202) 942-1887, or the undersigned at (202) 942-1950.

Sincerely,

Pamela A. Long
Assistant Director

cc: 	Gary R. Henrie, Esq.
	1688 E. 1460 North
	Logan, Utah 84341
??

??

??

??

Project Romania, Inc.
May 24, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>