Waste2Energy Holdings, Inc.
1 Chick Springs Road, Suite 218
Greenville, SC 29609
October 19, 2009
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Ta Tanisha Meadows, Staff Accountant
| Re: | Waste2EnergyHoldings, Inc. Item 4.01 Form 8-K Filed September 9, 2009 (File No. 333-151108) |
Ladies and Gentlemen:
In connection with the response of Waste2Energy Holdings, Inc. (the “Company”) to the comments of the reviewing Staff of the Commission as set forth in a comment letter dated September 10, 2009 relating to the Item 4.01 Form 8-K of the Company filed September 9, 2009, the Company hereby acknowledges the following:
| · | the Company is responsible for the adequacy and accuracy of the disclosures in the 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 this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| | Very Truly Yours, | |
| | | | |
| | By: | /s/ Craig Brown | |
| | | Craig Brown | |
| | | Chief Financial Officer | |
| | | | |
