| Maslon Edelman Borman & Brand, LLP 3300 Wells Fargo Centre 90 South Seventh Street Minneapolis, Minnesota 55402 | |
| November 6, 2006 | Paul D. Chestovich Direct Phone: (612) 672-8305 Direct Fax: (612) 642-8305 Paul.Chestovich@maslon.com |
Re: |
1. | Revise the disclosure to clarify the sellers will be selling “at the market” or at other negotiated prices. |
2. | With regard to the sellers, “Global Hydro Fuel Technology, Inc.”, “Dil Gujral”, “Aton Select Fund Limited”, and “FastFunds Financial Corp.”, it appears to the staff that they are affiliates of the company and therefore, unable to sell in an “at the market” offering. See Rule 415(a)(4) of Regulation C. In this regard, revise to remove them from the selling shareholder listing or provide the staff with a legal analysis as to why they should not be deemed affiliates. |
| · | None of Aton, Gujral or GHTI are offering or selling their respective securities pursuant to any arrangement or understanding involving the Company |
| · | Aton, Gujral and GHTI will each receive all of the proceeds from any sales of their securities pursuant to the registration statement |
| · | None of Aton, Gujral or GHTI are in the business of underwriting securities |
| · | Aton acquired the securities included in the Amended Registration Statement (common stock issuable upon exercise of warrants) in the Merger, which was a cashless arms-length and negotiated transaction, and in exchange for the cancellation of previously held warrants to purchase common shares of Hydrogen Power, Inc. Dispositive power over the included securities is held by Mr. Werner Keicher, a director of Aton. Mr. Keicher is not affiliated with the Company or its subsidiaries, or related to any affiliates of the Company or its subsidiaries. That is, the Company is unaware of any securities of the Company that Mr. Keicher holds, and Mr. Keicher is neither a director, officer, or consultant of the Company and is otherwise uninvolved with the management and operations of the Company. Finally, we note that the securities are being included in the subject registration statement due to contractual obligations of Company pursuant to the Agreement and Plan of Merger and Reorganization (relating to the Merger), dated September 13, 2005, as amended. |
| · | Gujral acquired the securities included in the Amended Registration Statement in the Merger, which was a cashless arms-length and negotiated transaction. Dispositive power over the included securities is held by Mr. Gujral himself. Mr. Gujral is not affiliated with the Company or its subsidiaries, or related to any affiliates of the Company or its subsidiaries. In this regard, we note the Ricky Gujral, formerly the Chief Executive Officer of the Company’s subsidiary, no longer serves in that capacity since the Company’s short-form merger with that former subsidiary (effected on September 25, 2006), and she is no longer an affiliate of the Company. Mr. Gujral is neither a director, officer, or consultant of the Company and is otherwise uninvolved with the management and operations of the Company. Finally, we note that the securities are being included in the subject registration statement due to contractual obligations of Company pursuant to the Agreement and Plan of Merger and Reorganization (relating to the Merger), dated September 13, 2005, as amended. |
| · | GHTI acquired the securities included in the Amended Registration Statement in the Merger, which was a cashless arms-length and negotiated transaction. Dispositive power over the included securities is held by Gujral, an officer and director of GHTI. Neither GHTI nor Gujral (as indicated above) is affiliated with the Company or its subsidiaries, or related to any affiliates of the Company or its subsidiaries. GHTI is uninvolved with the management and operations of the Company. Finally, we note that the securities are being included in the subject registration statement due to contractual obligations of Company pursuant to the Agreement and Plan of Merger and Reorganization (relating to the Merger), dated September 13, 2005, as amended. |
| · | the Company is responsible for the adequacy and accuracy of the disclosure 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 staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Sincerely, /s/ Paul D. Chestovich Paul D. Chestovich |
| cc: | Henry Fong |
Tom Olson |
| William M. Mower, P.A. |
