July 28, 2011 |
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attn: John Reynolds
Re: | BioPower Operations Corporation (the “Company” or “our client”) |
Registration Statement on Form S-1 |
Filed February 9, 2011 |
File No. 333-172139 |
Dear Mr. Reynolds:
BioPower Operations Corporation (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 2:30 p.m., Monday, August 1, 2011, or as soon thereafter as practicable.
In connection with our request, we acknowledge the following:
· Should the Securities and Exchange Commission (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 staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal laws of the United States.
Thank you in advance for your attention to this matter.
Very truly yours, | |||
BioPower Operations Corporation | |||
By: | /s/ Robert Kohn | ||
Name: Robert Kohn | |||
Title: Chief Executive Officer |
1000 Corporate Drive, Suite 200 Fort Lauderdale, FL 33334
Phone: 954.607.2800 Fax: 800.899.7114 info@biopowercorp.com www.BioPowerCorp.com