SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
December 19, 2025
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Notice Filing Regulation A Offering (Tier 1)
Issuer: Entrex Carbon Market, Inc.
IRS Employer Identification Number: 84-2099590
Primary Standard Industrial Classification Code
Number: 5031
CIK: 0001363598
To Whom It May Concern:
This letter confirms that Entrex Carbon Market, Inc.
has filed the required Florida Notice Filing in
connection
with its Regulation A, Tier 1 Offering Statement
on Form 1-A, as qualified under the Securities Act
of 1933.
All items requested by the Florida Office of
Financial Regulation that are capable of being
addressed prior to
effectiveness have been submitted, including the
Form U-1, Form U-2, and applicable filing fees
through the
REAL System.
Any remaining deficiency is contingent solely
upon receipt of the Securities and Exchange
Commissions
Qualification (Effectiveness) Order.
Upon issuance, the Qualification Order will
be promptly uploaded into the REAL System to
complete the
Florida Notice Filing requirements pursuant
to Section 517.082, Florida Statutes.
Please advise if any additional information
is required at this time.
Sincerely,
Stephen H. Watkins
Chief Executive Officer
Entrex Carbon Market, Inc.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Letterhead

Entrex Carbon Market, Inc.
150 East Palmetto Park Rd, Suite 800
Boca Raton, FL 33432
Entrex.net

December 16, 2025

Eddie Kim, Esq.
United States Securities and Exchange
Commission
Division of Corporate Finance
Office of Trade & Services
Washington, DC 20549

Re: Entrex Carbon Market, Inc.
Offering Statement on Form 1-A
Filed October 21, 2025
File No. 024-12678

Dear Mr. Eddie Kim

Entrex Carbon Market, Inc. hereby requests
 qualification of the above referenced
Form 1-A on or before 5 p.m. on December
16, 2025, or as soon as practical thereafter.

In making this request, the Company acknowledges
that:

Should the Commission or the staff, acting pursuant
to delegated authority, qualify the filing, 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 qualifying the
filing, does not relieve the Company from its full
responsibility from the adequacy and accuracy of
the disclosure in the filing; and

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

 Respectfully Submitted,

 /s/ Stephen H. Watkins
 Entrex Carbon Market, Inc., CEO

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Letterhead

Entrex Carbon Market, Inc.
150 East Palmetto Park Rd, Suite 800
Boca Raton, FL 33432
Entrex.net

December 16, 2025

Eddie Kim, Esq.
United States Securities and Exchange
Commission
Division of Corporate Finance
Office of Trade & Services
Washington, DC 20549

Re: Entrex Carbon Market, Inc.
Offering Statement on Form 1-A
Filed October 21, 2025
File No. 024-12678

Dear Mr. Eddie Kim

Entrex Carbon Market, Inc. hereby requests
 qualification of the above referenced
Form 1-A on or before 5 p.m. on December
16, 2025, or as soon as practical thereafter.

In making this request, the Company acknowledges
that:

Should the Commission or the staff, acting pursuant
to delegated authority, qualify the filing, 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 qualifying the
filing, does not relieve the Company from its full
responsibility from the adequacy and accuracy of
the disclosure in the filing; and

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

In light of the Companys readiness to proceed,
the absence of any outstanding SEC
comments, and time-sensitive business considerations,
the Company respectfully requests that
the Commission consider this request for qualification
on an expedited basis, if practicable, 48
hours.

 Respectfully Submitted,

 /s/ Stephen H. Watkins
 Entrex Carbon Market, Inc., CEO

</TEXT>
</DOCUMENT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 3561

September 23, 2009

Mr. Eric Wildstein
Regal Life Concepts, Inc. 3723 East Maffeo Road Phoenix, AZ 89050

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 Mr. Wildstein:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.           S i n c e r e l y ,             Jennifer Thompson         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
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

        3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

September 11, 2009

Mr. Eric Wildstein
Regal Life Concepts, Inc. 3723 East Maffeo Road Phoenix, AZ 89050

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 Mr. Wildstein:

We have reviewed your response dated September 8, 2009 and have the following
additional comments.  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 information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

General

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.

Mr. Eric Wildstein
Regal Life Concepts, Inc.
September 11, 2009 Page 2
We note that these requested statements were provided instead by your law firm.  Please provide, in writing, these requested statements from the company
.
 Amended Form 10-K for the Fiscal Year Ended February 28, 2009

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

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

 Item 4T.  Controls and Procedures, page 8

 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

Mr. Eric Wildstein
Regal Life Concepts, Inc. September 11, 2009 Page 3
filings you will ensure that this date is the date of your most recent quarter end.

* * *

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your filing, you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing any amendment and your responses to our comments.

If you have any questions regarding these comments, please direct them to the
undersigned at (202) 551-3737.
Sincerely,

Jennifer Thompson Accounting Branch Chief

CORRESP
1
filename1.htm

    September
8, 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:

    This firm
has been retained by Regal Life Concepts, Inc. (the “Company”) to respond to
your comments dated August 25, 2009.  To that end, on behalf of the
Company please find electronically transmitted herewith changes to the Company’s
Form 10-K for the fiscal year ended February 28, 2009 and Form 10-Q for the
period ended May 31, 2009, in response to your comments dated August 25,
2009.  This response letter has been numbered to coincide with your
comment letter.

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

    General

    Comment
No. 1:       We note that your Form 10-K
presents several disclosures and Item numbers that were specific to Form 10-KSB
and are no longer appropriate under Form 10-K.  Please ensure that
future forms 10-K and future forms 10-Q contain the cover pages specific to
those forms and the items specific to those forms.

    Response:                 Please
note that the Company has revised its Form 10-K in response to this
comment.  The Company further undertakes that all future filings will
include cover pages and items specific to Forms 10-K and Forms
10-Q.

    Item 8A.  Controls
and Procedures

    Comment
No. 2:        We note your disclosures
under this heading and have the following comments.

    Ms.
Jennifer Thompson

    Accounting
Branch Chief

    U.S.
Securities and Exchange Commission

    Division
of Corporate Finance

              §

              As
      indicated in our comment one above, ensure that in future filings you use
      the correct item numbers for form 10-K.  Specifically, controls
      and procedures should be item 9, and you should follow the instructions
      for that item as specified within form 10-K.  Confirm to us that
      you will do so.

              §

              Item
      308T (a)(3) of Regulation S-K requires you to disclose management’s
      assessment of the effectiveness of  your internal control over
      financial reporting.  Your conclusion as seen in the second
      paragraph under this heading states that your management concluded that
      your internal
      controls and procedures were not effective, instead of stating that
      your management concluded that your internal control over
      financial reporting was not effective.  Please note you
      must use the phrase “internal control over financial reporting” to comply
      with item 308T (a)(3).  When you amend your form 10-K for the
      items noted below, please change this concluding sentence to refer to
      internal control over financial
reporting.

              §

              You
      do not appear to have provided the disclosure required by item 308T (a)(4)
      of regulation S-K. Please amend your form 10-K to provide this
      disclosure.

              §

              You
      do not appear to have provided the disclosures required by Item 307 of
      regulation S-K concerning your disclosure controls and
      procedures.  Please note that disclosure controls and procedures
      are different from internal control over financial reporting, and you are
      required to provide separate disclosures for each of item 307 and item
      308T of Regulation S-K.  Please amend your form 10-K to provide
      the disclosures required by Item 307.  If you conclude that your
      disclosure controls and procedures were effective as of February 28, 2009,
      please disclose to your readers how you reached this conclusion in spite
      of the various material weaknesses noted in your assessment of internal
      controls over financial reporting, as it appears these material weaknesses
      would also impact your disclosure controls and
  procedures.

    Response:                 We
hereby confirm on behalf of the Company that it will use the correct Item
numbers for Form 10-K in its future filings.  The Company has also
revised its Form 10-K to correct the Item number for “Controls and
Procedures.”    Further, the Company has amended its Form
10-K to include the appropriate disclosures requested above.  Please
see the marked copy of the Form 10-K/A, which has been included with this
correspondence.

    Exhibits 31.1 and
31.2

    Comment
3:
As indicated in Exchange Act Rule 12b-15, when you amend your Form 10-K as
requested in the comment above, you must set forth the complete text of each
item as amended, and you must provide new certifications in your amendment that
are signed as of a recent date.  When you provide these new
certifications in your amendment, please ensure that your certification filed as
Exhibit 31 are exactly as set forth in item 601(b)(31) of Regulation
S-K.  Specifically, in the opening line of these certifications, you
should give the certifying individual’s name but not their title.  The
titles instead should be presented directly underneath the signature at the
bottom of the certification.  Paragraph one of this certification
should identify your annual report on Form 10-K, but all other paragraphs within
this certification should refer only the “report” and not the “annual
report.”  The introduction to paragraph four of this certification
should refer to internal control over financial reporting, and paragraph 4(b) as
specified within Item 601(b)(31) should be provided.  Additionally,
there are various other discrepancies between the certifications you provided in
your form 10-K and the wording specified in Item 601(b)(31) of Regulation
S-K.  Please revise.

    Ms
Jennifer Thompson

    Accounting
Branch Chief

    U.S.
Securities and Exchange Commission

    Division
of Corporate Finance

    Response:
We have included the certifications requested above with this
correspondence.

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

    Part I.  Item 3,
Controls and Procedures

              1.

              We
      note your disclosures under this heading and have the following
      comments:

              §

              As
      indicated in our comment one above, ensure that in future filings you use
      the correct item numbers for Form 10-Q.  Specifically, Controls
      and Procedures should be Item 4 of Part I, and you should follow the
      instructions for that item as specified within form
      10-Q.  Confirm to us that you will do
  so.

              §

              Please
      refer to your disclosure under the subheading
      “conclusions”.  Given that your internal control over financial
      reporting, and we assume also your disclosure controls and procedures,
      were ineffective at
      February 28, 2009, and given your disclosure that there were no changes to
      your internal controls during your first fiscal quarter, please explain to
      us in detail how you concluded that your disclosure controls and
      procedures were effective at May 31, 2009.  In this regard, we
      assume that the material weaknesses identified in your Form 10-K still
      existed at May 31, 2009, since you have not disclosed changes in your
      internal controls to correct those material weaknesses, and it appears
      that those material weaknesses would continue to render your disclosure
      controls and procedures ineffective.  Please
    advise.

              §

              Please
      refer to your disclosure under the subheading “conclusions.”  In
      future filings, remove the phrase “subject to limitations noted above,” as
      this qualification of your conclusion is inappropriate.  Refer
      to Section II.F.4. of our Release No. 33-8238, available at our website at
      www.sec.gov/rules/final/33-8238.htm#iif3.

              §

              Please
      refer to you disclosure under the subheading “conclusions.”  You
      state that “disclosure controls are effective providing reasonable
      assurance that material information relating to us is made known to
      management on a timely basis during the period when our reports are being
      prepared.”  In future filings, including your next Form 10-Q.
      revise this concluding sentence to either state your conclusion without
      providing any part of the definition of disclosure controls and
      procedures, or provide the entire definition of disclosure controls and
      procedures.  For example, you could state, if true, that
      disclosure controls and procedures are effective at the reasonable
      assurance level.  You could also state, if true, that disclosure
      controls and procedures are effective in providing reasonable assurance
      that information required to be disclosed by you in the reports that you
      file or submit under the Exchange Act is recorded, processed, summarized
      and reported within the time periods specified in the Commission’s rules
      and forms and is accumulated and communicated to
      your  management, including your principal executive and
      principal financial officers, or persons performing similar functions, as
      appropriate to allow timely decisions regarding required
      disclosure.

    Ms.
Jennifer Thompson

    Accounting
Branch Chief

    U.S.
Securities and Exchange Commission

    Division
of Corporate Finance

    Response:             The
Company has revised its Form 10-Q to include the items and disclosures requested
above.  Please see the amended 10-Q/A provided with this
correspondence.

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

    In connection with responding to your
comments, the Company further acknowledges 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 trust
that this reply, along with the attached Form 10-K/A and Form 10-Q/A, have
addressed all your concerns.  For your convenience, we are also
including herewith versions which have been marked to show changes.

    Please do
not hesitate to contact us should you have any questions.  Thank
you.

                Regards,

                /s/
      David E. Danovitch

                David
      E. Danovitch, Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

August 25, 2009

Mr. Eric Wildstein
Regal Life Concepts, Inc. 3723 East Maffeo Road Phoenix, AZ 89050

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 Mr. Wildstein:

We have reviewed the above referenced filings and have the following comments.
Please note that we have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your document.  If 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 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 number listed at the end of this letter.

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

General

1. We note that your Form 10-K presents several disclosures and Item numbers that were specific to Form 10-KSB and are no longer appropriate under Form 10-K.  Please ensure that future Forms 10-K and future Forms 10-Q contain the cover pages specific to those Forms and the Items specific to those Forms.

Mr. Eric Wildstein
Regal Life Concepts, Inc.
August 25, 2009 Page 2

Item 8A.  Controls and Procedures, page 25

 2. We note your disclosures under this heading and have the following comments:

• As indicated in our comment one above, ensure that in future filings you use the correct Item numbers for Form 10-K.  Specifically, Controls and Procedures should be Item 9A, and you should follow the instructions for that Item as specified within Form 10-K.  Confirm to us that you will do so.

• Your current disclosures under this heading appear to comprise management’s report on internal control over financial reporting as required by Item 308T of Regulation S-K.  Item 308T(a)(3) of Regulation S-K requires you to disclose management’s assessment of the effectiveness of your internal control over financial reporting.  Your conclusion as seen in the second paragraph under this heading states that your management concluded that your internal controls and procedures

were not effective, instead of stating that your management concluded that your internal control over financial reporting
 was not effective.  Please
note that you must use the phrase “internal control over financial reporting” to comply with Item 308T(a)(3).  When you amend your Form 10-K for the items noted below, please change this concluding sentence to refer to internal control over financial reporting.

• You do not appear to have provided the disclosure required by Item 308T(a)(4) of Regulation S-K.  Please amend your Form 10-K to provide this disclosure.

• You do not appear to have provided the disclosures required by Item 307 of Regulation S-K concerning your disc losure controls and procedures.
Please note that disclosure controls and procedures are different from internal control over financial reporting, and you are required to provide separate disclosures for each of Item 307 and Item 308T of Regulation S-K.  Please amend your Form 10-K to provide the disclosures required by Item 307.  If you conclude that your disclosure controls and procedures were effective as of February 28, 2009, please disclose to your readers how you reached this conclusion in spite of the various material weaknesses noted in your assessment of internal control over financial reporting, as it appears these material weaknesses would also impact your disclosure controls and procedures.

Mr. Eric Wildstein
Regal Life Concepts, Inc.
August 25, 2009 Page 3
Exhibits 31.1 and 31.2

3. As indicated in Exchange Act Rule 12b-15, when you amend your Form 10-K as requested in the comment above, you must set forth the complete text of each item as amended, and you must provide new certifications in your amendment that are signed as of a recent date.  When you provide these new certifications in your amendment, please ensure that your certifications filed as Exhibit 31 are exactly as set forth in Item 601(b)(31) of Regulation S-K.  Specifically, in the opening line of these certifications, you should give the certifying individual’s name but not their title.  The title instead should be presented directly underneath the signature at the bottom of the certifica tion.  Paragraph one of this certification
should identify your annual report on Form 10-K, but all other paragraphs within this certification should refer only the “report” and not the “annual report.”  The introduction to paragraph four of this certification should refer to internal control over financial reporting, and paragraph 4(b) as specified within Item 601(b)(31) should be provided.  Additionally, there are various other discrepancies between the certifications you provided in your Form 10-K and the wording specified in Item 601(b)(31) of Regulation S-K.  Please revise.

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

Part I.  Item 3.  Controls and Procedures
 4. We note your disclosures under this heading and have the following comments:

• As indicated in our comment one above, ensure that in future filings you use the correct Item numbers for Form 10-Q.  Specifically, Controls and Procedures should be Item 4 of Part I, and you should follow the instructions for that Item as specified within Form 10-Q.  Confirm to us that you will do so.

• Please refer to your disclosure under the subheading “conclusions.”  Given that your internal control over financial reporting, and we assume also your disclosure controls and procedures, were ineffective
 at February
28, 2009, and given your disclosure that there were no changes to your internal controls during your first fiscal quarter, please explain to us in detail how you concluded that your disclosure controls and procedures were effective
 at May 31, 2009.  In this regard, we assume that the
material weaknesses identified in your Form 10-K still existed at May 31, 2009, since you have not disclosed changes in your internal controls to correct those material weaknesses, and it appears that those material weaknesses would continue to render your disclosure controls and procedures ineffective.  Please advise.

Mr. Eric Wildstein
Regal Life Concepts, Inc.
August 25, 2009 Page 4
• Please refer to your disclosure under the subheading “conclusions.”  In future filings, remove the phrase “subject to the limitations noted above,” as this qualification of your conclusion is inappropriate.  Refer to Section II.F.4. of our Release No. 33-8238, available on our website at www.sec.gov/rules/final/33-8238.htm#iif3
.

• Please refer to your disclosure under the subheading “conclusions.”  You state that “disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared.”  In future filings, including your next Form 10-Q, revise this concluding sentence to either state your conclusion without providing any part of the definition of disclosure controls and procedures, or provide the entire definition of disclosure controls and procedures.  For example, you could state, if true, that disclosure controls and procedures are effective at the reasonable assurance level.  You could also state, if true, that disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by you in the reports that you file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to your management,
including your principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

* * *
   As appropriate, please amend your filings and respond to these comments within 10 business days, or tell us when you will provide us with a response.  Please provide us with a response letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendments and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and 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.

Mr. Eric Wildstein
Regal Life Concepts, Inc. August 25, 2009 Page 5
 In connection with responding to our comments, please 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.
   In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
If you have any questions regarding these comments, please direct them to the
undersigned at (202) 551-3737.
Sincerely,

Jennifer Thompson Accounting Branch Chief