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CORRESP
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filename1.htm

    Unassociated Document

    [Regal
Life Concepts, Inc. letterhead]

    September
17, 2009

    CORRESP
– FILED ELECTRONICALLY

    VIA
EDGAR

    Ms.
Jennifer Thompson

    Accounting
Branch Chief

    U.S.
Securities and Exchange Commission

    Division
of Corporate Finance

    Washington,
D.C. 20549-3561

              Re:

              Regal
      Life Concepts, Inc.

    Form 10-K for the Fiscal Year Ended
February 28, 2009

    Filed May 28, 2009

    Form 10-Q for the Period Ended May 31,
2009

    File No.
333-134536

    Dear Ms.
Thompson:

    Please
find below our responses to your comment letter dated September 11, 1009 to
Regal Life Concepts, Inc.’s (the “Company’) Form 10-K/A for the fiscal year
ending February 28, 2009 (the “Form 10-K/A”) and Form 10-Q/A for the quarter
ending May 31, 2009 (the “Form 10-Q/A”).  For your easy reference,
this response letter has been numbered to coincide with your comment
letter.

    General

    Comment No.
1:              Please
note that our previous comment letter dated August 25, 2009 requested that you
provide, in writing, a statement from the company acknowledging
that:

              §

              The
      company is responsible for the adequacy and accuracy of the disclosure in
      their filing;

              §

              Staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

              §

              The
      company may not assert staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    We note
that these requested statements were provided instead by your law
firm.  Please provide, in writing, these requested statements from the
company.

    Response:              In
response to your comment above, the Company hereby acknowledges
that:

              §

              The
      Company is responsible for the adequacy and accuracy of the disclosure in
      its filing;

        1

              §

              Staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Securities and Exchange Commission from taking any action
      with respect to the filing; and

              §

              The
      Company may not assert staff comments as a defense in any proceeding
      initiated by the Securities and Exchange Commission or any person under
      the federal securities laws of the United
  States.

    Amended Form 10-K for the
Fiscal Year Ended February, 28 2009

    Item 9A(T). Controls and
Procedures, page 26

    Comment No.
2:              We
note your added disclosure concerning management's assessment of your disclosure
controls and procedures in response to comment two from our letter dated August
25, 2009. Your concluding sentence in this disclosure states that your Chief
Executive Officer and Principal Accounting Officer “concluded that [y]our
disclosure controls and procedures cannot be relied upon to ensure...” As
indicated by Item 307 of Regulation S-K, your officers must disclose a
conclusion as to the effectiveness of your disclosure controls and procedures,
and your current disclosure does not clearly state whether your officers
concluded that your disclosure controls and procedures were effective or
ineffective. Please confirm to us, if true, that your officers concluded that
your disclosure controls and procedures were ineffective, and confirm that in
future filings you will revise your conclusion to clearly state whether
disclosure controls and procedures are effective or ineffective.

    Response:              Our
Chief Executive Officer and Principal Accounting Officer have concluded that the
Company’s disclosure controls and procedures were ineffective as of February 28,
2009.  The Company further undertakes that all of the Company’s future
filings will clearly indicate whether its disclosure controls and procedures are
effective or ineffective.

    Amended Form 10-Q for the
Period Ended May 31, 2009

    Item 4T. Controls and
Procedures, page 8

    Comment No.
3:              We
note your revisions in response to comment four from our letter dated August 25,
2009, and have the following additional comments:

              §

              In
      the last paragraph under the subheading “Evaluation and Disclosure
      Controls and Procedures,” you state that a control system can provide only
      reasonable, not absolute, assurance. As indicated in Section II.F.4. of
      our Release 33-8238, if you wish to provide this disclosure you should
      modify your concluding sentence to address whether your disclosure
      controls and procedures are effective at the reasonable assurance level.
      Please confirm to us that in future filings you will modify your
      concluding sentence accordingly.

              §

              Your
      disclosure under the subheading “Changes in Internal Controls over
      Financial Reporting” states that there were no changes to the internal
      controls during the quarter ended December 31, 2008. Since this statement
      is appearing in your Form 10-Q for the quarter ended May 31, 2009, we
      assume that the date is incorrect and instead should read May 31,
      2009.  Please confirm our assumption, and confirm to us that in
      future filings you will ensure that this date is the date of your most
      recent quarter end.

        2

    Response:              The
Company hereby acknowledges and confirms that if our future filings, under the
subheading “Evaluation and Disclosure Controls and Procedures,” state that our
control system can provide only reasonable, not absolute assurance that the
objectives of the control system are met, the concluding sentence
under such subheading will also indicate whether the Company’s disclosure
controls and procedures are effective at a reasonably assurance
level.  Further, the Company hereby confirms that the Form 10-Q/A
erroneously contained the date December 31, 2008 under the subheading “Changes
in Internal Controls over Financial Reporting.”  Such date should read
May 31, 2009.   The Company further ensures that all future
filings will include, under the heading “Changes in Internal Controls over
Financial Reporting,” disclosure as of our most recent quarter.

      **************

    We trust
that this response has addressed all of your concerns.  Should you
have any further clarifications, please do not hesitate to contact
us.  Thank you.

              Regards,

              /s/  Eric
      Wildstein

              Eric
      Wildstein

              President
      and Chief Executive Officer

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