MARCH 18, 2011
BY EDGAR CORRESPONDENCE FILING AND BY FAX: 1-202-772-9220
Securities and Exchange Commission
| 100 F Street, N.E. |
Washington, D.C. 20549-4631
| Attention: | Terence O’Brien |
| Accounting Branch Chief |
Dear Mr. O’Brien:
Re:Valcent Products Inc. (the “Company”) March 31, 2010 audited financial statements |
In our response to your February 03, 2011 letter the Company acknowledges the following:
| 1. | The Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| 2. | 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 |
| 3. | 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. |
Yours sincerely,
Valcent Products Inc.
/s/ John N. Hamilton
John N. Hamilton
CFO