February 8, 2007
VIA EDGAR AND FACSIMILE (202-772-9210)
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Michael Clampitt
| Re: | Hydrogen Power, Inc. (the “Company”) Amendment No. 3 to Registration Statement on Form S-1 Filed February 6, 2007 File No. 333-134155 |
Dear Mr. Clampitt:
On behalf of the Company, the undersigned respectfully requests that the above-referenced Registration Statement be declared effective at 12:00 p.m., Washington, D.C. time, on February 9, 2007, or as soon as practicable thereafter.
On behalf of the Company, the undersigned hereby 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.
| | Sincerely, |
| | Hydrogen Power, Inc. By:/S/ THOMAS B. OLSON Thomas B. Olson Corporate Secretary |
