SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE
March 8, 2011

Mark Quinn Executive Chairman
Clenergen Corporation
Bath House, 8 Chapel Place Rivington Road, London, U.K. EC2A 3DQ
 Re: Clenergen Corporation
  Form 10-K for the Fiscal Year Ended October 31, 2010
  Filed February 14, 2011   File No. 333-130286
Dear Mr. Quinn:

We have limited our review of your filing to your  contacts with countries that have been
identified as state sponsors of terrorism, and we  have the following comments.  Our review with
respect to this issue does not prec lude further review by the Assist ant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.  General

1. We note on page 16 in your Form 10-K that  your agreement with BioPower Corporation
covers Cuba.  We also note on page 15 that  you intend to produce certain materials for
export to the Middle East, a re gion that can be understood to include Iran, Sudan, and
Syria.  Cuba, Iran, Sudan, and Syria are id entified by the State Department as state
sponsors of terrorism, and are subject to U.S.  economic sanctions and export controls.
We note that your Form 10-K does not include disclosure regarding contacts with the
referenced countries.  Please describe to us the nature and extent of your past, current,
and anticipated contacts with Cuba, Iran, Sudan, and Syria, whether through subsidiaries,
joint ventures, or other direct or indirect arrangements.  Your response should describe
any materials, goods, technology, information, and services that you have provided, or
intend to provide, into Cuba, Iran, Sudan, and Sy ria, directly or indi rectly; the nature and
extent of any direct or indire ct marketing or selling effort s in the referenced countries;

Mark Quinn
Clenergen Corporation March 8, 2011 Page 2
and any agreements, commercial arrangements,  or other contacts you have had with the
governments of the referenced countries or entities controlled by those governments.

2. Please tell us whether, to the best of your knowledge, understanding, and belief, any of
the materials, goods, or technology you have provi ded or intend to provide, directly or
indirectly, into Cuba, Iran, Sudan, and Syri a, including any technol ogy you have licensed
to BioPower Corporation, or products deri ved from such technol ogy, are controlled items
included in the Department of Commerce’s Commerce Control List.
3. Please discuss the materiality of any contac ts with Cuba, Iran, Sudan, and Syria and
whether those contacts constitute a material in vestment risk for your security holders.
Address materiality in terms of qualitative fact ors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and shar e value.  As you may be aware, various
state and municipal governments, universitie s, and other investors have proposed or
adopted divestment or similar initiatives regarding investment in companies that do
business with U.S.-designated state sponsors of terrorism.  Your materiality analysis
should address the potential imp act of the investor sentimen t evidenced by such actions
directed toward companies that have contac ts with Cuba, Iran, Sudan, or Syria.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts rela ting to the company’s disclosure , they are responsible for the
accuracy and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

• the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.
 Please contact Pradip Bhaumik, Special Couns el, at (202) 551-3333 or  me at (202) 551-
3470 if you have any questions abou t the comments or our review.
          S i n c e r e l y ,

Mark Quinn
Clenergen Corporation March 8, 2011 Page 3            C e c i l i a  B l y e ,  C h i e f           Office of Global Security Risk   cc:  Roger Schwall   Assistant Director  Division of Cor poration Finance