SecProbe.io

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Mail Stop 7010

								October 14, 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 October 6, 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 October 6, 2005

General

1. The financial statements must be updated if the registration
statement is not declared effective by October 17, 2005.  See Item
310(g)(2) of Regulation S-B.

Exhibits

2. We note footnote 3 of this section stating that certain
exhibits
were previously filed with Form SB-2/A filed on August 10, 2005;
however, your amended Form SB-2/A was filed on August 11, 2005,
not
August 10.  Please revise.

Exhibit 5.1

3. The legality opinion should be updated to the most recent date
practicable.  In this regard, we note that the opinion is dated
February 14, 2005 and was filed with the SB-2 filed on March 22,
2005.

4. Please confirm in writing that the reference and limitation to
"Nevada general corporate law" includes all applicable statutory
provisions of Nevada law, including the rules and regulations
underlying those provisions, the Nevada Constitution and the
applicable judicial and regulatory determinations interpreting
these
laws.

Exhibit 10.6

5. Refer to the first sentence of this exhibit.  We note that Mr.
Stunden entered into a finance commitment with the company dated
April 20, 2005 indicating he would provide financing to Project
Romania for a twelve-month period "ending April 19, 2005".  Please
revise to state, if true, that the twelve-month period would end
on
April 19, 2006.

6. When you amend and re-file this agreement, please indicate in
the
exhibit list the date of the amendment with which the exhibit is
filed.

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 Al Pavot, Senior Staff
Accountant, at (202) 551-3738 or, in his absence, to John Hartz,
Senior Assistant Chief Accountant, at (202) 551-3689.  Direct
questions on disclosure issues to Tamara Brightwell, Staff
Attorney,
at (202) 551-3751 or, in her absence, to Lesli Sheppard, Senior
Staff
Attorney, at (202) 551-3708, or the undersigned at (202) 551-3760.

Sincerely,

Pamela A. Long
Assistant Director

cc: 	Gary R. Henrie, Esq.
	1688 E. 1460 North
	Logan, Utah 84341
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L. Gabriel Luca
Project Romania, Inc.
October 14, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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