SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010

								September 1, 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 August 10, 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 August 10, 2005

General

1. Please revise your summary to disclose your relationship with
695014 B.C. Ltd. dba Galaxy Telecom and the role that Galaxy
Telecom
will play in your business.  Disclose how much you are required to
pay Galaxy Telnet for products ordered.  Also disclose whether
Galaxy
Telnet has established an account within a partner portal pursuant
to
Section 5.2 of your Reseller Agreement filed as Exhibit 10.5.  We
also note your disclosure in the Principal Products and Services
section.
2. Please clearly state whether your VoIP service is currently
operational.  We note that you "market and sell a VoIP `plug and
play` device that connect(sic) a user`s telephone (via high speed
Internet connection) to a managed worldwide IP network."  If your
service is not currently operational, then indicate, if known,
when
you expect the service to be operational.

3. Please confirm that you have made all disclosures required by
Item
404 of Regulation S-B under a separately captioned section.  We
note
your disclosures concerning your shareholder loan facility, for
example.

4. Please disclose the name, address and telephone number of your
transfer agent.

5. We note you discuss the telecommunication market deregulation
in
Romania in your section on "The Market for our Products and
Services."  Could you please expand on your discussion of the
internet services market in Romania?  For example, we note your
disclosure that waiting lists for installation of fixed-line
phones
can be relatively lengthy.  What is the wait time on installation
of
internet service in your target markets of residential, small home
office or medium sized businesses?

Summary Financial Information

6. We note that the information in MD&A was updated to the most
recent quarter; however, it does not appear that the information
in
the rest of the prospectus has been updated.  Please update the
entire prospectus to the most recent date practicable.  For
example,
you disclose the net losses incurred from your inception date to
August 31, 2004.  You should update this information to state the
net
losses incurred from inception through the end of the most recent
fiscal quarter.  Update all textual disclosures and tables as well
as
financial disclosures.

7. Please clarify that only ibox to ibox calls do not attract per-
minute charges.

Risk Factors

8. Please provide a risk factor pertaining to the difficulty U.S.
stockholders would face in effecting service of process against
you.
The risk factor should address the risk U.S. stockholders face in:
* Effecting service of process within the United States on you or
any
of your non-U.S. resident executive officers or directors named in
your registration statement;
* Enforcing judgments obtained in U.S. courts based on the civil
liability provisions of the U.S. federal securities laws against
you
or any of your non-U.S. residents executive officers or directors
you
have named in your registration statement;
* Enforcing judgments of U.S. courts based on civil liability
provisions of the U.S. federal securities laws in the Canadian
courts
against you or any of your non-U.S. resident executive officers or
directors named in your registration statement; and
* Bringing an original action in the Canadian courts to enforce
liabilities based on the U.S. federal securities laws against you
or
any of your non-U.S. resident executive officers or directors
named
in your registration statement.

9. Please also add a risk factor that discusses risks, if any,
related to enforceability of your contracts with customers in
Romania.

10. Please add a risk factor addressing the risks associated with
the
costs of being a publicly reporting company in the United States.

11. Please discuss the fact that your officers and directors own
approximately 72.48% of the common shares, which gives them
significant control over the company.  Discuss all risks faced by
other shareholders as a result of this control, such as the
relative
inability of other shareholders to influence the company and its
decisions.

We may lose our status as a reporting issuer under the Exchange
Act.
. .

12. Please revise to remove any implication that you are now a
reporting issuer under the Exchange Act.

Use of Proceeds

13. Please disclose with quantification how you used or intend to
use
the proceeds you received from the sales of your securities to the
selling security holders.

Selling Security Holders

14. Please refer to the second paragraph of this section.  Delete
the
statement that the selling stockholders may sell their shares "at
prices then prevailing or related to the then current market price
or
at negotiated prices."  The selling shareholders may not selling
at
market prices or negotiated prices unless and until the shares are
quoted on the OTCBB, as stated in the first paragraph of this
section.

15. Please describe in greater detail the methods by which selling
security holders may sell their registered shares and confirm that
you have disclosed all of the methods that they may use.

16. We note your disclosure in the last paragraph of this section.
Please be advised that you may substitute a new selling security
holder for an original selling security holder through a
prospectus
supplement if:

* the change is not material;
* the number of shares or the dollar amount registered does not
change; and
* the new selling security holder`s shares can be traced to those
covered by the original registration statement.

You must use a post-effective amendment to add selling security
holders to your registration statement if their ownership cannot
be
traced to the shares registered in the original registration
statement.  Please confirm your understanding.

17. We note your disclosure that the names of any agent or broker-
dealer and applicable commissions or discounts will be set forth
in
an accompanying prospectus supplement.  If the selling
shareholders
enter into an agreement, after effectiveness, to sell their shares
to
a broker-dealer as principal and the broker-dealer is acting as an
underwriter, then the company needs to file a post-effective
amendment to the registration statement identifying the broker-
dealer, providing the required information on the plan of
distribution, revising the appropriate disclosures in the
registration statement, and filing the agreement as an exhibit to
the
registration statement.  Additionally you should be aware that
prior
to any involvement of any broker-dealer in the offering, such
broker-
dealer must seek and obtain clearance of the underwriting
compensation and arrangements from the NASD Corporate Finance
Department. Please revise the disclosure in this section to
indicate
in the disclosure that the company will file a post-effective
amendment addressing the above information.  We may have further
comment.

18. Please supplementally tell us and briefly disclose in your
prospectus whether you or any of the selling security holders
intend
to use any means of distributing or delivering your prospectus
other
than by hand or the mails, such as various means of electronic
delivery.  In addition, please tell us and briefly disclose in
your
prospectus whether you or any of the selling security holders
intend
to use any forms of prospectus other than printed prospectuses,
such
as CD-ROMs, videos, etc. and provide us copies of all such
prospectuses.  See SEC Releases No. 33-7233 and No. 33-7289.

19. Please supplementally tell us whether you or any of the
selling
security holders have any arrangements with a third party to host
or
access your preliminary prospectus on the Internet.  If so, please
tell us who the party is and the address of the website.  In
addition, please describe the material terms of the agreement and
provide us with a copy of any written agreement.  Finally, please
provide us with copies of all information concerning your company
or
your offering that appears on the third-party website.

20. Please describe the relationship between Mr. Luca, Mr. Stunden
and the selling shareholders.

Plan of Distribution

21. Revise this section to state that you intend to have your
securities quoted on the OTCBB rather than traded on the OTCBB.

22. Please disclose whether Project Romania or anyone acting on
its
behalf will take affirmative steps to request or encourage any
broker-dealer to act as a market-maker for Project Romania`s
securities.  If so, you should discuss whether there have been any
preliminary discussion or understandings between Project Romania
and
any market maker.  Also, summarize these discussions and identify
the
participants involved.  However, should you decide to undertake
these
efforts at a later date, disclose when, how and by whom.

Directors, Executive Officers, Promoters and Control Persons

23. Please identify the person or persons who formed your company
and
appointed Mr. Luca as your sole administrator.

24. Please revise Mr. Stunden`s biographical information to
indicate
that he is also serving as the principal accounting officer and to
disclose whether he has any accounting and/or financial
background.

25. Please describe in more detail Mr. Stunden`s practice of law
over
the past five years.

26. Please disclose the actual number of hours per week and
percentage of time that Mr. Luca and Mr. Stunden are currently
devoting to your business.

27. Please disclose the information required by Item 404(d) of
Regulation S-B.  We note your subheading refers to promoters.

Role and Responsibilities of the Board

28. We note that at the outset you will have only two directors.
If
both do not agree on a corporate governance matter, how will the
deadlock be broken?  If additional board members are being
solicited,
you should highlight this fact.  Regardless, you should consider
including an additional risk factor discussing the corporate
governance limitations of having a board of only two members.

Description of Business

29. Please tell us about the prior business of Poseidon Casinos
Inc.
and the reasons for its name change in 2003.

30. Will you need to supply any kind of adapter other than your
ibox
to your customers in order for them to use your VOIP services?  If
so, please indicate whether customers will be charged for this
adapter.  If so, please indicate whether this charge will be
sufficient to cover your cost in supplying the adapter.  If the
customers will not pay a charge for the adapter, then please
discuss
how you will recover the cost of the adapter, if at all.  Please

also disclose how you will obtain supplies of the adapter.  See
Item
101(b)(5) of Regulation S-B.

Competitive business conditions and our competitive position. . .

31. Please clearly describe your competitive position in the VoIP
market as well as the general voice communication market.  Also
explain your methods of competition.  See Item 101(b)(4) of
Regulation S-B.  For example, do you intend to compete with
providers
of free VoIP service?

Management`s Discussion and Analysis

32. We note your response to prior comment ten and the statement
that
Galaxy Telecom does not receive a percentage of each service
contract.  Please tell us, and revise this section to disclose,
how
Galaxy Telecom is compensated for the use of its network by your
subscribers.  Clarify whether you or Galaxy Telecom receives the
revenue stream generated by each subscription.

Material Events and Uncertainties

33. Please describe in more detail your plan of operations over
the
next 12 months.  Refer to Item 303 of Regulation S-B.  Please
quantify, to the extent known, the amounts of funds required for
each
significant phase or goal of the plan.

Compensation of Directors

34. Please confirm to us that by "salaries" you mean compensation.

Financial Statements
Note 2 - Basis of Presentation

35. We note your disclosure regarding your recent restructuring of
your management team.  You should include similar disclosure in
the
MD&A section of the prospectus, including a more complete
discussion
of the restructuring and expanded sales efforts.

Note 4 - Subsequent Event Commitments and Contingencies

36. Given that you have entered into a one-year lease for office
space as disclosed in this section, you should also revise the
Description of Property section of the prospectus to include the
information required by Item 102 of Regulation S-B.

Other Expenses of Issuance and Distribution

37. Please disclose the amount of printing fees and the amount of
fees required to have your securities quoted on the OTC Bulletin
Board.

Recent Sales of Unregistered Securities

38. It does not appear that you used an underwriter or other third
party finder with respect to your Regulation S offerings.  Please
advise us as to the following:
* how you located the purchasers;
* who identified the purchasers;
* how were the purchasers contacted;
* who contacted the purchasers; and
* what information the purchasers received.

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