SecProbe.io

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BioLargo, Inc.

14921 Chestnut St.

Westminster, CA 92683

Telephone: 888.400.2863

April 13, 2026

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, D.C. 20549

Re:         BioLargo, Inc.

Registration Statement on Form S-1

Filed April 9, 2026

File No. 333-294947

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BioLargo, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1, file number 333-294947 (the “Registration Statement”), as amended, so that it may become effective at 5:00 p.m. Eastern Time on April 15, 2026, or as soon as practicable thereafter.

The Registrant hereby acknowledges that:

(i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii) the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We confirm that we are aware of our responsibilities under the Securities Act and the Securities Exchange Act as they relate to the public offering of securities specified in the Registration Statement.

We respectfully request that a copy of the written order from the Commission verifying the effective time and date of such Registration Statement be sent via facsimile to 949-234-6265.

Very truly yours,

/s/Dennis P. Calvert

Dennis P. Calvert

President

BioLargo, Inc.

cc:         Gilbert Bradshaw, Esq.

gbradshaw@securitieslegal.com

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 BioLargo, Inc.

 14921 Chestnut St.

 Westminster, CA 92683

 Telephone: 888.400.2863

 April 13, 2026

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 100 F. Street NE

 Washington, D.C. 20549

 Re: BioLargo, Inc.

 Registration Statement on Form S-1

 Filed April 9, 2026

 File No. 333-294948

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BioLargo, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1, file number 333-294948 (the “Registration Statement”), as amended, so that it may become effective at 5:00 p.m. Eastern Time on April 15, 2026, or as soon as practicable thereafter.

 The Registrant hereby acknowledges that:

 (i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

 (iii) the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 We confirm that we are aware of our responsibilities under the Securities Act and the Securities Exchange Act as they relate to the public offering of securities specified in the Registration Statement.

 We respectfully request that a copy of the written order from the Commission verifying the effective time and date of such Registration Statement be sent via facsimile to 949-234-6265.

 Very truly yours,

 /s/Dennis P. Calvert

 Dennis P. Calvert

 President

 BioLargo, Inc.

 cc: Gilbert Bradshaw, Esq.

 gbradshaw@securitieslegal.com

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 10, 2026

Dennis Calvert
Chief Executive Officer
BioLargo, Inc.
14921 Chestnut St.
Westminster, CA 92683

 Re: BioLargo, Inc.
 Registration Statement on Form S-1
 Filed April 09, 2026
 File No. 333-294948
Dear Dennis Calvert:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Nicholas O'Leary at 202-551-4451 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
cc: Gilbert Bradshaw, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 10, 2026

Dennis Calvert
Chief Executive Officer
BioLargo, Inc.
14921 Chestnut St.
Westminster, CA 92683

 Re: BioLargo, Inc.
 Registration Statement on Form S-1
 Filed April 09, 2026
 File No. 333-294947
Dear Dennis Calvert:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Nicholas O'Leary at 202-551-4451 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
cc: Gilbert Bradshaw, Esq.
</TEXT>
</DOCUMENT>

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BioLargo, Inc.

14921 Chestnut St.

Westminster, CA 92683

Telephone: 888.400.2863

Facsimile: 949.625.9819

April 19, 2024

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, D.C. 20549

Re:         BioLargo, Inc.

Registration Statement on Form S-1

Filed April 12, 2024

File No. 333-278669

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

Pursuant to Rule 461, BioLargo, Inc., a Delaware corporation (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1, file number 333-278669 (the “Registration Statement”), so that it may become effective at 4:00 p.m. Eastern Time on April 23, 2024, or as soon as practicable thereafter. In connection with this request, we hereby acknowledge that:

(i) Should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the filing;

(ii) The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

(iii) The Registrant 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 securities laws of the United States.

We confirm that we are aware of our responsibilities under the Securities Act and the Securities Exchange Act as they relate to the public offering of securities specified in the Registration Statement. Further, we understand that request for acceleration is a confirmation of the fact that we are aware of our responsibilities under the federal securities laws.

We request that a copy of the written order from the Commission verifying the effective time and date of the Registration statement be sent via facsimile to (949) 625-9819, or by email to dennis.calvert@biolargo.com.

Very truly yours,

/s/Dennis P. Calvert

Dennis P. Calvert, President

BioLargo, Inc.

cc:         Gilbert Bradshaw, Esq.

gbradshaw@securitieslegal.com

United States securities and exchange commission logo
April 18, 2024
Dennis P. Calvert
Chief Executive Officer
BioLargo, Inc.
14921 Chestnut St.
Westminster, CA 92683
Re:BioLargo, Inc.
Registration Statement on Form S-1
Filed April 12, 2024
File No. 333-278669
Dear Dennis P. Calvert:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Juan Grana at 202-551-6034 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Gilbert Bradshaw, Esq.

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			BioLargo, Inc.

			14921 Chestnut St.

			Westminster, CA 92683

			Telephone: 888.400.2863

			Facsimile: 949.625.9819

January 17, 2023

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, D.C. 20549

Re:         BioLargo, Inc.

Registration Statement on Form S-1

Filed December 23, 2022

File No. 333-268973

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BioLargo, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1, file number 333-268973 (the “Registration Statement”), as amended, so that it may become effective at 5:00 p.m. Eastern Standard Time on January 19, 2023, or as soon as practicable thereafter.

The Registrant hereby acknowledges that:

(i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii) the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We respectfully request that a copy of the written order from the Commission verifying the effective time and date of such Registration Statement be sent via facsimile to 949-234-6265.

Very truly yours,

/s/Dennis P. Calvert

Dennis P. Calvert

President

BioLargo, Inc.

			cc:
			Gilbert Bradshaw, Esq.

			gbradshaw@wbc-law.com

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			BioLargo, Inc.

			14921 Chestnut St.

			Westminster, CA 92683

			Telephone: 888.400.2863

			Facsimile: 949.625.9819

January 6, 2023

Jordan Nimitz

U.S. Securities & Exchange Commission

Division of Corporate Finance

100 F. Street NE

Washington, D.C. 20549

			Re:

			BioLargo, Inc.

			Registration Statement on Form S-1

			Filed December 23, 2022

			File No. 333-268973

WITHDRAWAL OF REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Mr. Nimitz:

Reference is made to our letter, filed as correspondence via EDGAR on January 4, 2023, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for Friday, January 6, 2023, at 5:00 p.m. Eastern Standard Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

Very truly yours,

/s/Dennis P. Calvert

Dennis P. Calvert

President

BioLargo, Inc.

cc:         Gilbert Bradshaw, Esq.

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			BioLargo, Inc.

			14921 Chestnut St.

			Westminster, CA 92683

			Telephone: 888.400.2863

			Facsimile: 949.625.9819

January 4, 2023

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, D.C. 20549

			Re:

			BioLargo, Inc.

			Registration Statement on Form S-1

			Filed December 23, 2022

			File No. 333-268973

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BioLargo, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1, file number 333-268973 (the “Registration Statement”), so that it may become effective at 5:00 p.m. Eastern Standard Time on January 6, 2023, or as soon as practicable thereafter.

The Registrant hereby acknowledges that:

(i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii) the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We respectfully request that a copy of the written order from the Commission verifying the effective time and date of such Registration Statement be sent via facsimile to 949-234-6265.

Very truly yours,

/s/Dennis P. Calvert

Dennis P. Calvert

President

BioLargo, Inc.

			cc:

			Gilbert Bradshaw, Esq.

			gbradshaw@wbc-law.com

United States securities and exchange commission logo
January 3, 2023
Dennis Calvert
Chief Executive Officer
BioLargo, Inc.
14921 Chestnut St.
Westminster, CA 92683
Re:BioLargo, Inc.
Registration Statement on Form S-1
Filed December 23, 2022
File No. 333-268973
Dear Dennis Calvert:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jordan Nimitz at 202-551-5831 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

United States securities and exchange commission logo
May 27, 2020
Dennis P. Calvert
President and Chief Executive Officer
BioLargo, Inc.
14921 Chestnut St.
Westminster, CA 92683
Re:BioLargo, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed April 28, 2020
File No. 000-19709
Dear Mr. Calvert:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Christopher A. Wilson, Esq.

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September 23, 2019

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, D.C. 20549

Attn: Sergio Chinos and Jay Ingram, Legal Branch Chief Office of Manufacturing and Construction.

			Re:

			BioLargo, Inc.

			Post-Effective Amendment to Form S-1

			Filed August 30, 2019

			File No. 333-220482

Dear Messrs. Ingram and Chinos:

We are counsel to BioLargo, Inc., a California corporation (the “Company”), and are addressing and delivering this letter to you on the Company’s behalf. Set forth below are each of the staff’s comment (in bold) to the above-referenced Post-Effective Amendment and the Company’s response thereto.

General

			1.

			This post-effective amendment was filed to update the financial information in your Form S-1, which last contained audited financial statements for the fiscal year ended December 31, 2017. Under Section 10(a)(3) of the Securities Act, "when a prospectus is used more than nine months after the effective date of the registration statement, the [audited financial] information contained therein shall be as of a date not more than sixteen months prior to such use." Please tell us whether you engaged in the offer or sale of your securities using the prospectus from April 30, 2019 and the present, during which time the audited financial statements in the prospectus were not current.

The Company hereby confirms that it has not made any offers or sales of its securities using the prospectus incorporated in this Registration Statement from April 30, 2019 until present.

We acknowledge that the company and management are responsible for the accuracy and adequacy of the disclosure in the Post-Effective Amendment and ensure you that we have made every effort to provide all information relevant to the company and the offering to allow investors to make an informed decision.

Please contact me if you have any further question or comments regarding the Post-Effective Amendment.

Sincerely,

/s/Christopher A. Wilson

Christopher A. Wilson

Partner

Wilson Bradshaw & Cao, LLP

September 18, 2019
Dennis P. Calvert
Chief Executive Officer
BioLargo, Inc.
14921 Chestnut Street
Westminster, CA 92683
Re:BioLargo, Inc.
Post-Effective Amendment to Form S-1
Filed August 30, 2019
File No. 333-220482
Dear Mr. Calvert:
            We have reviewed your post-effective amendment and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Post-Effective Amendment to Form S-1 filed August 30, 2019
General
1.This post-effective amendment was filed to update the financial information in your Form
S-1, which last contained audited financial statements for the fiscal year ended December
31, 2017.  Under Section 10(a)(3) of the Securities Act, "when a prospectus is used more
than nine months after the effective date of the registration statement, the [audited
financial] information contained therein shall be as of a date not more than sixteen months
prior to such use."  Please tell us whether you engaged in the offer or sale of your
securities using the prospectus from April 30, 2019 and the present, during which time the
audited financial statements in the prospectus were not current.

 FirstName LastNameDennis P. Calvert
 Comapany NameBioLargo, Inc.
 September 18, 2019 Page 2
 FirstName LastName
Dennis P. Calvert
BioLargo, Inc.
September 18, 2019
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 or Jay Ingram, Legal
Branch Chief, at (202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction
cc:       Christopher A. Wilson

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			BioLargo, Inc.

			14921 Chestnut St.

			Westminster, CA 92683

			Telephone: 949.643.9540

			Facsimile: 949.625.9819

September 18, 2019

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, D.C. 20549

			Re:
			BioLargo, Inc.

			Registration Statement on Form S-1

			Filed August 29, 2019

			File No. 333-233534

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BioLargo, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-233534), as amended (the “Registration Statement”), so that it may become effective at 4:00 p.m. Eastern Daylight Time on September 20, 2019, or as soon as practicable thereafter.

The Registrant hereby acknowledges that:

(i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii) the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We respectfully request that a copy of the written order from the Commission verifying the effective time and date of such Registration Statement be sent via facsimile to 949-234-6265.

Very truly yours,

/s/Dennis P. Calvert

Dennis P. Calvert

President

BioLargo, Inc.

			cc:
			Christopher A. Wilson, Esq.

			cwilson@wbc-law.com

September 12, 2019
Dennis P. Calvert
Chief Executive Officer
BioLargo, Inc.
14921 Chestnut Street
Westminster, CA 92683
Re:BioLargo, Inc.
Registration Statement on Form S-1
Filed August 29, 2019
File No. 333-233534
Dear Mr. Calvert:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction
cc:       Christopher A. Wilson

February 8, 2018
Dennis P. Calvert
Chief Executive Officer,
BioLargo, Inc.
14921 Chestnut St.
Westminster, CA 92683

Re: BioLargo, Inc .
  Amendment No. 1 to Registration Statement on Form S-1
Filed  February 7 , 2018
  File No.  333-222572

Dear Mr. Calvert:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Director Compensation, Page 43

1. Please revise the footnotes to match the data in the table.  For example, you appear to be
missing footnote 3 and footnote 4 addresses Mr. Stromen, rather than Mr. Cox.

2. Please clarify the  director fees earned by Mr. Cox.  The table discloses $20,667 but the
footnote discloses $30,000.

3. Footnote 7 to the table indicates that Mr. Stromen, not Cox, received the option award but
the table shows the opposite.  Please reconcile this disclosure.

Exhibit 5.1

4. Please file an updated legality opinion covering all the shares you have registered.

Dennis P. Calvert
BioLargo, Inc.
February 8, 2018
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  accel eration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Kate McHale, Staff Attorney  at (202) 551 -3464 or me at (202) 551 -
3397  with any other questions.

Sincerely,

/s/ Jay Ingram

Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction

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February 8, 2018

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, D.C. 20549

Attn: Jay Ingram, Legal Branch Chief Office of Manufacturing and Construction.

			Re:

			BioLargo, Inc.

			Amendment No. 1 to Registration Statement on Form S-1

			Filed February 7, 2018

			File No. 333-222572

Dear Mr. Ingram:

We are counsel to BioLargo, Inc., a California corporation (the “Company”), and are addressing and delivering this letter to you on the Company’s behalf. The Company has revised the Amended Registration Statement filed on Form S-1/A (file No. 333-222572) (the “Registration Statement”) to address each of the comments set forth in the staff’s comment letter dated February 8, 2018. Set forth below are each of the staff’s comments (in bold) to the Registration Statement and the Company’s Responses thereto. In relation thereto, the Company is filing with you concurrently with this letter Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which contains the revisions made to the Registration Statement pursuant to the staff’s comments. A copy of Amendment No. 2 marked to show all changes is attached hereto for your convenience.

Director Compensation, Page 43

			1.

			Please revise the footnotes to match the data in the table. For example, you appear to be missing footnote 3 and footnote 4 addresses Mr. Stromen, rather than Mr. Cox.

We have updated our Registration Statement accordingly in the Amendment No. 2 such that the footnote numbers and data match the information in the table.

			2.

			Please clarify the director fees earned by Mr. Cox. The table discloses $20,667 but the footnote discloses $30,000.

We have updated our Registration Statement accordingly in the Amendment No. 2 to clarify the amounts paid to Mr. Cox.

9110 Irvine Center Drive, Irvine, CA 92618

353 W. 48th Street, Suite 340 New York, NY 10036

www.wilsonoskam.com

Page 2

			3.

			Footnote 7 to the table indicates that Mr. Stromen, not Cox, received the option award but the table shows the opposite. Please reconcile this disclosure.

We have updated our Registration Statement accordingly in the Amendment No. 2 to reflect the correct award and ensure the data in the table and footnotes match accordingly.

Exhibit 5.1

			4.

			Please file an updated legality opinion covering all the shares you have registered.

We have revised our legal opinion to reflect the number of shares being registered.

We acknowledge that the company and management are responsible for the accuracy and adequacy of the disclosure in the Registration Statement and ensure you that we have made every effort to provide all information relevant to the Company and the offering to allow investors to make an informed decision.

Please contact me if you have any further question or comments regarding the Amendment No. 2 to the Registration Statement.

Sincerely,

/s/Christopher A. Wilson

Christopher A. Wilson

Partner

Wilson & Oskam, LLP

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BioLargo, Inc.

14921 Chestnut Street

Westminster, CA 92683

February 7, 2018

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, D.C. 20549

			Re:

			BioLargo, Inc.

			Registration Statement on Form S-1

			Filed January 17, 2018

			File No. 333-222572

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BioLargo, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-222572), as amended (the “Registration Statement”), so that it may become effective at 5:00 p.m. Eastern Daylight Time on February 8, 2018, or as soon as practicable thereafter.

The Registrant hereby acknowledges that:

(i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii) the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We respectfully request that a copy of the written order from the Commission verifying the effective time and date of such Registration Statement be sent via facsimile to 949-234-6265.

Very truly yours,

/s/Dennis P. Calvert

Dennis P. Calvert

President

BioLargo, Inc.

			cc:

			Christopher A. Wilson, Esq.

			cwilson@wilsonoskam.com

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BioLargo, Inc.

14921 Chestnut Street

Westminster, CA 92683

September 20, 2017

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, D.C. 20549

			Re:
			BioLargo, Inc.

			Registration Statement on Form S-1

			Filed September 15, 2017

			File No. 333-220482

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BioLargo, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-220482), as amended (the “Registration Statement”), so that it may become effective at 9:00 a.m. Eastern Daylight Time on September 22, 2017, or as soon as practicable thereafter.

The Registrant hereby acknowledges that:

(i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii) the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We respectfully request that a copy of the written order from the Commission verifying the effective time and date of such Registration Statement be sent via facsimile to 949-234-6265.

Very truly yours,

/s/Dennis P. Calvert

Dennis P. Calvert

President

BioLargo, Inc.

			cc:
			Christopher A. Wilson, Esq.

			cwilson@wilsonoskam.com

Mailstop 4631

June 16, 2017
Dennis P. Calvert
Chief Executive Officer
BioLargo, Inc.
14921 Chestnut St.
Westminster, CA 92683

Re:  BioLargo, Inc.
Form 10 -K for year ended December 31, 2015
Filed March 30, 2016
Form 10 -K for year ended December 31, 2016
Filed March 30, 2017
File No. 000-19709

Dear Mr. Calvert :

We have completed our review of your filings .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by th e staff .

Sincerely,

 /s/ Jay Ingram

 Jay Ingram
 Legal Branch Chief
Office of Manufacturing and
Construction

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 BioLargo, Inc.

 14921 Chestnut Street

 Westminster, CA 92683

 Telephone: 949.643.9540

  Facsimile: 949.625.9819

June 14, 2017

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, D.C. 20549

Attn: Jay Ingram, Legal Branch Chief, Office of Manufacturing and Construction

Re:

BioLargo, Inc.
Registration Statement on Form S-1
File No. 333-215730

REQUEST FOR ACCELRATION OF EFFECTIVENESS

Dear Mr. Ingram:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BioLargo, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-215730), as amended (the “Registration Statement”), so that it may become effective at 4:00 p.m. Eastern Daylight Time on June 15, 2017, or as soon as practicable thereafter.

The Registrant hereby acknowledges that:

(i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii) the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We respectfully request that a copy of the written order from the Commission verifying the effective time and date of such Registration Statement be sent via facsimile to 949-234-6265.

Sincerely,

BioLargo, Inc.

By: /s/Dennis P. Calvert

       Dennis P. Calvert, President

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June 13, 2017

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, D.C. 20549

Attn: Jay Ingram, Legal Branch Chief, Office of Manufacturing and Construction

 Re:

BioLargo, Inc.
Registration Statement on Form S-1
File No. 333-215730

REQUEST FOR ACCELRATION OF EFFECTIVENESS

Dear Mr. Ingram:

We are counsel to BioLargo, Inc., a California corporation (the “Registrant”). Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the Registrant hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-215730), as amended (the “Registration Statement”), so that it may become effective at 4:00 p.m. Eastern Daylight Time on June 15, 2017, or as soon as practicable thereafter.

We and the Registrant hereby acknowledge that:

(i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii) the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 9110 Irvine Center Drive, Irvine, CA 92618

353 W. 48th Street, Suite 340 New York, NY 10036

www.wilsonoskam.com

Page 2

We respectfully request that a copy of the written order from the Commission verifying the effective time and date of such Registration Statement be sent via facsimile to 949-234-6265.

Sincerely,

/s/Christopher A. Wilson

Christopher A. Wilson

Partner

Wilson & Oskam, LLP

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June 9, 2017

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, D.C. 20549

Attn: Jay Ingram, Legal Branch Chief, Office of Manufacturing and Construction

Re:

BioLargo, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed June 5, 2017
File No. 333-215730

Dear Mr. Ingram:

We are counsel to BioLargo, Inc., a California corporation (the “Company”), and are addressing and delivering this letter to you on the Company’s behalf. The Company has revised the Amended Registration Statement filed on Form S-1 (file No. 333-215730) (the “Registration Statement”) to address each of the commetns set forth in the staff’s comment letter dated June 2, 2017. In relation thereto, the Company is filing concurrently with this letter Amendment No. 4 to the Registration Statement (“Amendment No. 4”), which contains the revisions made to the Registration Statement pursuant to the staff’s comments. A copy of Amendment No. 4 marked to show all changes is attached hereto for your convenience.

Capitalization, page 11

1.

We have reviewed your response to comment one in our letter June 2, 2017. The total amount of the items you present as current liabilities as of March 31, 2017 is $933,498 and not $696,799. It appears you may have incorrectly presented deposits of $236,699 as of March 31, 2017. Please revise and ensure that the total amount of the items you present as current liabilities here agrees to the amount of current liabilities as presented on your balance sheet.

We have revised the capitalization table in the prospectus by removing the line titled “Deposits” to correct this error.

9110 Irvine Center Drive, Irvine, CA 92618

353 W. 48th Street, Suite 340 New York, NY 10036

www.wilsonoskam.com

Page 2

Dilution, page 11

2.

We have reviewed your response to comment two in our letter dated June 2, 2017. It appears your net tangible book value per share of common stock as of March 31, 2017 was actually $(0.017). Please revise or advise.

We have revised the disclosure of the net tangible book value per share to indicate $(0.017).

We acknowledge that the company and management are responsible for the accuracy and adequacy of the disclosure in the Registration Statement and ensure you that we have made every effort to provide all information relevant to the Company and the offering to allow investors to make an informed decision.

We further acknowledge the requirements with respect to a request for acceleration. After allowing you adequate time for review of the Amendment No. 3, we will furnish the request for at least two business days prior to the requested date of effectiveness.

Please contact me if you have any further question or comments regarding the Amendment No. 5 to the Registration Statement.

Sincerely,

/s/Christopher A. Wilson

Christopher A. Wilson

Partner

Wilson & Oskam, LLP

Mailstop 4631
June 7 , 2017
Dennis P. Calvert
Chief Executive Officer
BioLargo, Inc.
14921 Chestnut St.
Westminster, CA 92683

Re: BioLargo, Inc.
Amendment No. 4  to Registration Statement on Form S -1
Filed June 5 , 2017
  File No. 333 -215730

Dear Mr. Calvert :

We have reviewed your amended registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may bette r understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Capitalization, page 11

1. We have reviewed your response to comment one  in our letter June 2, 2017 .  The total
amount of the items you present as current liabilities as of March 31, 2017 is $933,498
and not $696,79 9.  It appears you may have incorrectly presented deposits of $236,699 as
of March 31, 2017.  Please revise and ensure that the total amount of the items you
present as current liabilities here agrees to the amount of current liabilities as presented
on yo ur balance sheet.

Dilution, page 11

2. We have reviewed your response  to comment two  in our letter dated June 2, 2017 .  It
appears your net tangible book value per share of common stock as of March 31, 2017
was actually $(0.017).  Please revise or advise.

Dennis P. Calvert
BioLargo, Inc.
June 7 , 2017
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  accele ration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Jeffrey Gordon, Staff Accountant  at (202) 551 -3866  or John Cash,
Accounting Branch Chief  at (202) 551-3768  if you have questions regarding comments on the
financial statements and related matters.  You may contact Kate McHale, Staff Attorney  at (202)
551-3464 or me at (202) 551 -3397  with any other questions.

Sincerely,

 /s/ Jay Ingram

 Jay Ingram
 Legal Branch Chief
Office of Manufacturing and
Construction

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June 5, 2017

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, D.C. 20549

Attn: Jay Ingram, Legal Branch Chief, Office of Manufacturing and Construction

Re:

BioLargo, Inc.
Registration Statement on Form S-1
Filed January 25, 2017
File No. 333-215730

Dear Mr. Ingram:

We are counsel to BioLargo, Inc., a California corporation (the “Company”), and are addressing and delivering this letter to you on the Company’s behalf. The Company has revised the Amended Registration Statement filed on Form S-1 (file No. 333-215730) (the “Registration Statement”) to address each of the commetns set forth in the staff’s comment letter dated June 2, 2017. In relation thereto, the Company is filing concurrently with this letter Amendment No. 4 to the Registration Statement (“Amendment No. 4”), which contains the revisions made to the Registration Statement pursuant to the staff’s comments. A copy of Amendment No. 4 marked to show all changes is attached hereto for your convenience.

Capitalization, page 11

1.

Since you have now presented financial statements for the period ended March 31, 2017, please update your capitalization table to also be as of March 31, 2017.

We have revised the capitalization table in the prospectus to include the capitalization as of March 31, 2017.

9110 Irvine Center Drive, Irvine, CA 92618

353 W. 48th Street, Suite 340 New York, NY 10036

www.wilsonoskam.com

Page 2

Dilution, page 11

2.

Please update your disclosure to disclose the net tangible book value and net tangible book value per share as of March 31, 2017.

We have revised the disclosure to disclose the net tangible book value and net tangible book value per share as of March 31, 2017.

We acknowledge that the company and management are responsible for the accuracy and adequacy of the disclosure in the Registration Statement and ensure you that we have made every effort to provide all information relevant to the Company and the offering to allow investors to make an informed decision.

We further acknowledge the requirements with respect to a request for acceleration. After allowing you adequate time for review of the Amendment No. 3, we will furnish the request for at least two business days prior to the requested date of effectiveness.

Please contact me if you have any further question or comments regarding the Amendment No. 4 to the Registration Statement.

Sincerely,

/s/Christopher A. Wilson

Christopher A. Wilson

Partner

Wilson & Oskam, LLP

Mailstop 4631
June 2,  2017
Dennis P. Calvert
Chief Executive Officer
BioLargo, Inc.
14921 Chestnut St.
Westminster, CA 92683

Re: BioLargo, Inc.
Amendment No. 3  to Registration Statement on Form S -1
Filed May 23 , 2017
  File No. 333 -215730

Dear Mr. Calvert :

We have reviewed your amended registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may bette r understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have additional comments.

Capitalization, page 11

1. Since you have now presented financial statements for the period ended March 31, 2 017,
please update your capitalization table  to also be as of March 31, 2017 .

Diluti on, page 11

2. Please update your disclosure to disclose the net tangible book value and net tangible
book value per share as of March 31, 2017.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Dennis P. Calvert
BioLargo, Inc.
June 2,  2017
Page 2

 Refer to Rules 460 and 461 regarding requests for  accele ration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Jeffrey Gordon, Staff Accountant  at (202) 551 -3866 or John Cash,
Accounting Branch Chief  at (202) 551-3768 if you have questions regarding comments on the
financial statements and related matters.  You may contact Kate McHale, Staff Attorney  at (202)
551-3464 or me at (202) 551 -3397 with any other questions.

Sincerely,

 /s/ Jay Ingram

 Jay Ingram
 Legal Branch Chief
Office of Manufacturing and
Construction

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May 23, 2017

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, D.C. 20549

Attn: Katheryn McHale, Senior Staff Attorney, Office of Manufacturing and Construction.

Re:

BioLargo, Inc.
Registration Statement on Form S-1
Filed January 25, 2017
File No. 333-215730

Dear Ms. McHale:

We are counsel to BioLargo, Inc., a California corporation (the “Company”), and are addressing and delivering this letter to you on the Company’s behalf. The Company has revised the Amended Registration Statement filed on Form S-1 (file No. 333-215730) (the “Registration Statement”) to address our email correspondence to me dated May 15, 2017, reflecting the need to include the interim financial statements for the period ended March 31, 2017, and update financial information consistent with Rule 8-08 of Regulation S-X.

We have updated the disclosures in the prospectus to include the required financial information. We have also updated portions of the “Description of Business” section consistent with the Company’s disclosures in its recently filed Form 10-Q.

We acknowledge that the company and management are responsible for the accuracy and adequacy of the disclosure in the Registration Statement and ensure you that we have made every effort to provide all information relevant to the Company and the offering to allow investors to make an informed decision.

We further acknowledge the requirements with respect to a request for acceleration. After allowing you adequate time for review of the Amendment No. 3, we will furnish the request for at least two business days prior to the requested date of effectiveness.

Please contact me if you have any further question or comments regarding the Amendment No. 3 to the Registration Statement.

Sincerely,

/s/Christopher A. Wilson

Christopher A. Wilson

Partner

Wilson & Oskam, LLP

9110 Irvine Center Drive, Irvine, CA 92618

353 W. 48th Street, Suite 340 New York, NY 10036

www.wilsonoskam.com

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April 28, 2017

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, D.C. 20549

Attn: Jay Ingram, Legal Branch Chief Office of Manufacturing and Construction.

Re:

BioLargo, Inc.
Registration Statement on Form S-1
Filed January 25, 2017
File No. 333-215730

Dear Mr. Ingram:

We are counsel to BioLargo, Inc., a California corporation (the “Company”), and are addressing and delivering this letter to you on the Company’s behalf. The Company has revised the Amended Registration Statement filed on Form S-1 (file No. 333-215730) (the “Registration Statement”) to address each of the comments set forth in the staff’s comment letter dated April 11, 2017. Set forth below are each of the staff’s comments (in bold) to the Registration Statement and the Company’s Responses thereto. In relation thereto, the Company is filing with you concurrently with this letter Amendment No. 2 to the Registration Statement (“Amendment No. 1”), which contains the revisions made to the Registration Statement pursuant to the staff’s comments. A copy of Amendment No. 2 marked to show all changes is attached hereto for your convenience.

General

1.

Notwithstanding your response to comment 1 in our letter dated February 21, 2017 in which you state that the registration statement covers a resale transaction by selling stockholders, the structure of the offering is not clear. On the prospectus cover page, you continue to disclose that the registration statement covers a primary offering of (i) “15,068,775 shares issuable upon conversion of convertible promissory notes issued to investors in [y]our 2015 Unit Offering” and (ii) “19,660,544 shares issued or issuable upon the exercise of stock purchase warrants.” Because the notes and warrants were convertible/exercisable within 60 days at the time of issuance, the offer and sale of the underlying shares is deemed to have taken place at that time. As we advised you in our prior letter, a transaction (in this case, the issuance of the shares upon conversion/exercise) that is commenced as a private offering cannot be converted to a registered offering. Please refer to Question 134.02 of our Securities Act Sections Compliance and Disclosure Interpretations. Please advise.

9110 Irvine Center Drive, Irvine, CA 92618

353 W. 48th Street, Suite 340 New York, NY 10036

www. wilsonoskam.com

Page 2

Throughout the prospectus we have clarified that all of the share being registered are being sold by selling shareholders. The Company’s private placement transactions are completed and no shares are being registered for sale by the Company.

Cover Page

2.

Please refer to comment 3 in our letter dated February 21, 2017. As currently reflected in the registration statement, it appears that you are seeking to register the resale of 1,361,538 shares that are currently issued and outstanding. If this is the case, please clarify explicitly on the cover page the number of shares being registered for resale on behalf of selling stockholders. Also clarify the price relating to the secondary offering and identify the market and trading symbol for the securities offered on the prospectus cover page, rather than the facing page of the registration statement.

We have stated on the cover page and throughout the prospectus that all shares being registered are offered for sale by the selling shareholders. We have stated the offering price, trading market and symbol on the cover page.

Dilution, page 11

3.

We note that the prospectus covers 36,090,857 shares of stock, of which: (i) 15,068,775 shares are issuable upon conversion of convertible promissory notes issued to investors in the 2015 Unit Offering; (ii) 19,660,544 shares issued or issuable upon the exercise of stock purchase warrants; and (iii) 1,361,538 shares are currently issued and outstanding as payment for interest on convertible promissory notes. As such, it is not clear why the number of outstanding shares would increase by only 32,019,319 shares if all of the convertible notes subject to this registration are converted into common stock and all the warrants subject to this registration are exercised. Please advise.

We have corrected the disclosure under the heading “Dilution” to reflect that the outstanding number of shares will increase by 34,729,319.

Selling Stockholders, page 44

4.

We note your disclosure that no selling shareholder, other than natural persons, is a broker dealer or affiliate of a broker dealer. Please make this representation with regard to all selling shareholders. In addition, you exempt Freedom Investors Corp from this representation. If this entity is a broker dealer, please state that it is an underwriter with respect to the shares that it is offering for resale unless the shares were issued as underwriting compensation. If this entity is an affiliate of a broker-dealer, please disclose that:

Page 3

● each selling shareholder purchased the securities in the ordinary course of business; and

● at the time of purchase of the securities to be resold, the selling shareholder had no agreements or understandings, directly or indirectly, with any person

to distribute the securities.

We have revised the disclosure to reflect that no selling shareholder, other than Freedom Investors Corp., is a broker dealer. We have disclosed that Freedom Investors Corp. is an underwriter with respect to the shares it offers for sale pursuant to this proposectus.

5.

With respect to selling security holders who are not natural persons, please disclose the natural person or persons who exercise dispositive voting or investment control with respect to the Notes to be offered by these security holders. For guidance, please refer to Question 240.04 of our Regulation S-K Compliance and Disclosure Interpretations.

We have revised the selling shareholder table to reflect the natural persons who exercise dispositive power.

6.

Please revise this table to remove those shares underlying convertible securities, as discussed in comment 1, above. In addition, as requested in comment 12 in our letter dated February 21, 2017, please indicate how each selling shareholder received the shares they are registering for resale.

We did not remove the shares underlying the convertible securities, but have clarified that these shares are being sold by the selling shareholders, and not by the Company. We have also disclosed that all shareholders paid cash for their shares in private placement transactions with the Company, except certain broker dealers or affiliates of a broker dealer, who received warrants as commissions and then exercised those warrants to acquire the shares being offered for sale.

Recent Sales of Unregistered Securities

7.

Please disclose the value of the interest payments you paid in stock.

The registration statement has been revised accordingly.

8.

Please include disclosure with regard to the securities issued in connection with your 2015 Unit Offering, rather than just the conversion of the offering and payments related to interest.

We have revised the disclosure to include the description of the 2015 Unit Offering.

Stock for Services, page 52

9.

Please revise this section to more specifically describe the nature of the services provided and confirm to the staff that all material contracts associated with these payments have been filed by the company. In addition, you appear to have included several line items that belong in the section titled “stock for payment of interest” in this section.

Page 4

We have included descriptions of the services provided in exchange for stock. We have also reorganized this disclosure to more accurately reflect the subheadings.

Exhibit 5.1; Legality Opinion

10.

Please revise your legality opinion in accordance with changes to the offering. In addition, please note that referencing a specific pre-effective in your opinion you will require you to revise your opinion with each subsequent amendment.

We have revised the opinion accordingly.

We acknowledge that the company and management are responsible for the accuracy and adequacy of the disclosure in the Registration Statement and ensure you that we have made every effort to provide all information relevant to the company and the offering to allow investors to make an informed decision.

We further acknowledge the requirements with respect to a request for acceleration. After allowing you adequate time for review of the Amendment No.2, we will furnish the request for at least two business days prior to the requested date of effectiveness.

Please contact me if you have any further question or comments regarding the Amendment No.2 to the Registration Statement.

Sincerely,

/s/Christopher A. Wilson

Christopher A. Wilson

Partner

Wilson & Oskam, LLP

Mailstop 4631
April 11,  2017
Dennis P. Calvert
Chief Executive Officer
BioLargo, Inc.
14921 Chestnut St.
Westminster, CA 92683

Re: BioLargo, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed January 25, 2017
  File No. 333 -215730

Dear Mr. Calvert :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriat e, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Notwithstanding your response to comment 1 in our letter dated February 21, 2017  in
which you state that the registration statement covers a resale transaction by selling
stockholders, the structure of the offering is not clear.  On the prospectus cover page, y ou
continue to disclose that t he registration statement covers a primary offering of (i)
“15,068,775 shares . . . issuable upon conversion of convertible promissory notes issued
to investors in [y]our 2015 Unit Offering ” and (ii) “ 19,660,544 shares issued or issuable
upon the exercise of stock purchase warrants .” Because the notes and warrants were
convertible/exercisable within 60 days at the time of issuance, the offer and sale of the
underlying shares is deemed to have taken place at that time.  As we advised you in our
prior letter,  a transaction  (in this case, the issuance of the shares upon
conversion/exercise)  that is commenced as a private offering cannot be converted to a
registered offering. Please refer to Question 134.02 of our Securities Act Sections
Compliance and Disclosur e Interpretations. Please advise.

Dennis P. Calvert
BioLargo, Inc.
April 1 1, 2017
Page 2

 Cover Page

2. Please refer to comment 3 in our letter dated  February 21, 2017 .  As c urrently reflected in
the registration statement, it appears that you are seeking to register the resale of
1,361,538 shares that are currently issued and outstanding . If this is the case, p lease
clarify explicitly on the cover page the number of  shares be ing registered for resale on
behalf of selling stockholders. Also clarify the price relating to the secondary offering
and identify the market and trading symbol for the securities offered  on the prospectus
cover page, rather than the facing page of the re gistration statement .

Dilution, page 11

3. We note that the prospectus covers 36,090,857 shares of stock, of which: (i ) 15,068,775
shares are issuable upon conversion of convertible promissory notes issued to investors in
the 2015 Unit Offering; (ii) 19,660,544 shares issued or issuable upon the exercise of
stock purchase warrants; and (iii) 1,361,538 shares are currently  issued and outstanding
as payment for interest on convertible promissory notes.  As such, it is not clear why the
number of outstanding shares would increase by only 32,019,319 shares if all of the
convertible notes subject to this registration are conver ted into common stock and all the
warrants subject to this registration are exe rcised.  Pl ease advise .

Selling Stockholders, page 44

4. We note your disclosure that no selling shareholder, other than natural persons, is a
broker dealer or affiliat e of a broker dealer.  Please make this representation with regard
to all selling shareholders.  In addition, you exempt Freedom Investors Corp from this
representation.  If this entity is a broker dealer, please state that it is an underwriter with
respec t to the shares that it is offering for resale unless the shares were issued as
underwriting compensation.  If this entity is an affiliate of a broker -dealer, please disclose
that:
each selling shareholder purchased the securities in the ordinary course of
business; and
at the time of purchase of the securities to be resold, the selling shareholder
had no agreements or understandings, directly or indirectly, with any person
to distribute the securities.

5. With respect to selling security holders who are  not natural persons, please disclose the
natural person or persons who exercise dispositive voting or investment control with
respect to the Notes to be offered by these security holders. For guidance, please refer to
Question 240.04 of our Regulation S -K Compliance and Disclosure Interpretations.

6. Please revise this table to remove those shares underlying convertible securities, as
discussed in comment 1, above .  In addition, as requested in comment 12 in our letter

Dennis P. Calvert
BioLargo, Inc.
April 1 1, 2017
Page 3

 dated February 21, 2017, please  indicat e how each selling shareholder received the shares
they are registering for resale .

Recent Sales of Unregistered Securities

7. Please disclose the value of the interest payments you paid in stock.

8. Please include disclosure with regard to the securities issued in connection with your
2015 Unit Offering, rather than just the conversion of the offering and payments related
to interest.

Stock for Services, page 52

9. Please revise this section to more specifically describe the nature of the services provided
and confirm to the staff that all material contracts associated with these payments have
been filed by the company.  In addition, you appear to have included sever al line items
that belong in the section titled “stock for payment of interest” in this section.

Exhibit 5.1; Legality Opinion

10. Please revise your legality opinion in accordance with changes to the offering.  In
addition, please note that referencing a s pecific pre -effective in your opinion you will
require you to revise your opinion with each subsequent amendment.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any re view, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Jeffrey Gordon, Staff Accountant  at (202) 551 -3866  or John Cash,
Accounting Branch Chief  at (202) 551 -3768  if you have questions regarding comments on the
financial statements and related matters.  You may contact Kate McHale, Staff Att orney  at (202)
551-3464 or me at (202) 551 -3397  with any other questions.

Sincerely,

 /s/ Jay Ingram

 Jay Ingram
 Legal Branch Chief
Office of Manufacturing and
Construction

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March 30, 2017

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, D.C. 20549

Attn: Jay Ingram, Legal Branch Chief Office of Manufacturing and Construction.

Re:

BioLargo, Inc.
Registration Statement on Form S-1
Filed January 25, 2017
File No. 333-215730

Dear Mr. Ingram:

We are counsel to BioLargo, Inc., a California corporation (the “Company”), and are addressing and delivering this letter to you on the Company’s behalf. The Company has revised the Amended Registration Statement filed on Form S-1 (file No. 333-215730) (the “Registration Statement”) to address each of the comments set forth in the staff’s comment letter dated February 21, 2017. Set forth below are each of the staff’s comments (in bold) to the Registration Statement and the Company’s Responses thereto. In relation thereto, the Company is filing with you concurrently with this letter Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which contains the revisions made to the Registration Statement pursuant to the staff’s comments. A copy of Amendment No. 1 marked to show all changes is attached hereto for your convenience.

General

1. We note that you are seeking to register the offer and sale of 14,685,105 shares issuable upon the conversion of outstanding convertible promissory notes and 18,344,771 shares issuable upon the exercise of outstanding common stock purchase warrants. It appears that you commenced this transaction privately in your 2015 Unit Offering and the convertible notes and the warrants are immediately exercisable, i.e., convertible/exercisable within 60 days at the time of issuance. Please note that a transaction that is commenced as a private offering cannot be converted to a registered offering. Please refer to Question 134.02 of our Securities Act Sections Compliance and Disclosure Interpretations. Please revise the registration statement to eliminate the offer and sale of the common shares issuable upon conversion and exercise of the convertible notes and warrants.

9110 Irvine Center Drive, Irvine, CA 92618

353 W. 48th Street, Suite 340 New York, NY 10036

www.wilsonoskam.com

Page 2

We have clarified the references to the Company’s offer and sale of its common shares and correctly clarified that the Offering is strictly an offering by the reselling stockholders.

2. Please note the updating requirements of Rule 8-08 of Regulation S-X and update your financial statements and financial information throughout the filing accordingly.

We have updated our Registration Statement accordingly in the Amendment No. 1 and observed the updating requirements of Rule 8-08 of Regulation S-X.

Cover Page

3. Please clarify explicitly on the cover page that the 2,973,832 shares are being registered for resale on behalf of selling stockholders. Also clarify the price relating to the secondary offering. Please identify the market and trading symbol for the securities offered.

We have updated our Registration Statement accordingly in the Amendment No. 1.

Table of Contents

4. Please make sure all the sections have been included in your table of contents; for example, we note the “Selling Stockholders” section is not included. In addition, please be consistent with your terminology. We note you refer both to “selling shareholders” and “selling stockholders”.

We have updated our Registration Statement accordingly in the Amendment No. 1 to have consistent terminology.

Management’s Discussion and Analysis, page 26

5. Please remove your references to Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 as these safe harbors for forward-looking statements do not apply to issuers of penny stock.

We have updated our Registration Statement accordingly in the Amendment No. 1 and removed the references to Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act.

6. We remind you that, in addition to your discussion of the results of operations for the three and nine months ended September 30, 2016 and 2015, you should also discuss your results of operations with respect to the most recent fiscal year for which an income statement is provided compared to the corresponding year of the preceding fiscal year. Please revise as necessary. Refer to Item 303 of Regulation S-K.

We have updated our Registration Statement in the Amendment No. 1 with a discussion of the results of operations for the twelve months ended December 31, 2016 with an income statement provided compared to the corresponding year of the preceding fiscal year.

Cost of Goods Sold, page 26

Page 3

7. You disclose that cost of goods sold includes the proportions of salaries and expenses related to the sales and marketing efforts of your products. Please tell us and clarify your disclosure to explain why you believe it is appropriate to include these expenses within cost of goods sold instead of selling, general and administrative expenses.

We have updated the financial statements to reflect that the cost of goods sold does not include salaries and expenses related to the sales and marketing efforts of our products.

Liquidity and Capital Resources, page 27

8. You disclose on pages 28 and F-5 that you had $290,076 of accounts payable and accrued expenses as of September 30, 2016. Per your balance sheet on page F-1, you disclose a balance of $226,189 for accounts payable and accrued expenses as of September 30, 2016. Please revise your disclosure accordingly.

We have revised our Registration Statement in the Amendment No. 1 with an updated discussion of the Liquidity and Capital Resources for the twelve months ended December 31, 2016 and reconciled these numbers.

Executive Compensation, page 34

9. Please update this section, and the section disclosing director compensation, to reflect the last completed fiscal year. See Question 117.05 of Compliance & Disclosure Interpretations relating to Regulation S-K.

We have updated our Registration Statement accordingly in the Amendment No. 1.

Related Party Transactions, page 42

10. To the extent any of the transactions referenced in the second paragraph of this section exceeded $120,000, please provide the disclosure required by Item 404 of Regulation SK.

We have updated our Registration Statement accordingly in the Amendment No. 1 to provide the disclosures required by Item 404 of Regulation S-K.

One Year Notes, page 44

11. Please clarify the amounts received and number of investors in these offerings. We note on page 28 you refer to six investors and a different capital amount.

These two amounts received are two separate and distinct offerings. The Winter 2016 Unit Offering (described on page 44) offered the sale of $600,000 of “Units,” each Unit consisting of a convertible promissory note and stock purchase warrant whereby the Company raised $167,000 was received from six accredited investors. Meanwhile, on page 44, the offering described were for one-year convertible notes whereby the Company received $250,000 from two accredited investors.

Page 4

Selling Stockholders, page 45

12. Please indicate how each selling shareholder received the shares they are registering for resale.

We have updated the disclosures in our Registration Statement accordingly in the Amendment No. 1.

Financial Statements for the Period Ended September 30, 2016

Note 4 – Debt Obligations, page F-9

13. Please note that the table summarizing your debt obligations as of September 30, 2016 does not equal $5,447,876, since you did not include in your table the convertible notes of $280,000 that have a maturity date of July 8, 2017. Please revise.

We have updated our Registration Statement to include December 31, 2016 financials in the Amendment No. 1 and we included in our table the convertible notes of $280,000 that have a maturity date of July 8, 2017.

Financial Statements for the Year Ended December 31, 2015

Consolidated Statements of Stockholders’ Equity (Deficit), page F-21

14. Please ensure that the number of shares of common stock as presented here agrees to the number of shares of common stock per your balance sheet. For example, you had 85,648,015 shares of common stock as of December 31, 2015 per your equity statement, while your balance sheet indicates you had 85,803,467 shares of common stock as of December 31, 2015.

We have updated our Registration Statement accordingly in the Amendment No. 1.

Note 1 – Business and Organization, page F-23

Consolidated Balance Sheets, page F-19

15. Please revise your presentation of stockholders’ equity (deficit) on the face of the balance sheet here and on page F-1 to separately disclose total stockholders’ equity (deficit) attributable to BioLargo, Inc. and total stockholders’ equity (deficit) attributable to your non-controlling interests. You should then present an aggregate total of all shareholders’ equity. Refer to ASC 810-10-45-16 and 810-10-55-4I.

We have revised our presentation of stockholders’ equity (deficit) on the face of the balance sheet on page F-19 and on page F-1 to separately disclose the total stockholders’ equity (deficit) attributable to BioLargo, Inc. and to our non-controlling interests. We have also presented an aggregate total of all stockholders’ equity pursuant to ASC 810-10-45-16 and 810-10-55-41.

Outlook, page F-23

Page 5

16. You disclose in paragraph one that you had a net stockholders’ deficiency as of December 31, 2015. It appears that you actually had stockholders’ equity as of December 31, 2015. Please revise your disclosure accordingly

We have updated our Registration Statement accordingly in the Amendment No. 1.

Note 2. Summary of Significant Accounting Policies, page F-24

Recent Accounting Pronouncements, page F-27

17. Please revise your disclosure to state that entities are required to apply ASU 2014-09 for annual periods beginning after December 15, 2017 instead of December 15, 2018.

We have revised our disclosures to state that entities are required to apply ASU 2014-09 for annual periods beginning after December 15, 2017 instead of December 15, 2018. Specifically, we have included the following language in our Amendment No. 1 to the Registration Statement:

“In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 will supersede virtually all existing revenue guidance. Under this update, an entity is required to recognize revenue upon transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. As such, an entity will need to use more judgment and make more estimates than under the current guidance. ASU 2014-09 is to be applied retrospectively either to each prior reporting period presented in the financial statements, or only to the most current reporting period presented in the financial statements with a cumulative effect adjustment to retained earnings. The Company will elect to apply the impact (if any) of applying ASU 2014-09 to the most current reporting period presented in the financial statements with a cumulative effect adjustment to retained earnings. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. ASU 2015-14 defers the effective date of ASU 2014-09 for one year, making it effective for the year beginning December 31, 2017, with early adoption permitted as of January 1, 2017. The Company currently expects to adopt ASU 2014-09 in the first quarter of 2018. The Company does not expect adoption of ASU 2014-09 to have a material impact on its consolidated financial statements.”

Note 11. Provision for Income Taxes, page F-43

18. Please disclose the expiration dates of your net operating loss carry-forwards, as required by ASC 740-10-50-3.

We have updated our Registration Statement accordingly in the Amendment No. 1 and disclosed the expiration dates of our net operating loss carry-forwards in Note 8 on page F-20.

Page 6

Recent Sales of Unregistered Securities, page 50

19. Please include all unregistered sales of securities by the Company within the past three years, including the shares issued as compensation in lieu of salary. For each sale, please provide the information required by Item 701 of Regulation S-K. With regard to issuances of stock to employees, vendors, and consultants for services, please include a specific breakdown of who received shares, when you issued the shares, and the exemption from registration upon which you have relied.

We have updated our Registration Statement accordingly in the Amendment No. 1 to provide the information required by Item 701 of Regulation S-K, including the requested breakdown.

Exhibit Index

20. Your footnotes do not reference the correct filings; please file the material exhibits (governing the note, warrant, and share issuances) with your next amendment.

We have updated our Registration Statement accordingly in the Amendment No. 1.

21. Please update your terminology to be consistent with your Description of Offerings section.

We have updated our Registration Statement accordingly in the Amendment No. 1.

Sincerely,

/s/Christopher A. Wilson

Christopher A. Wilson

Partner

Wilson & Oskam, LLP

Mailstop 4631

February 21, 2017
Dennis P. Calvert
Chief Executive Officer
BioLargo, Inc.
14921 Chestnut St.
Westminster, CA 92683

Re: BioLargo, Inc.
Registration Statement on Form S-1
Filed January 25, 2017
  File No. 333 -215730

Dear Mr. Calvert :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disc losure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note that you are seekin g to register the offer and sale of 14,685,105 shares issuable
upon the conversion of outstanding convertible promissory notes and 18,344,771 shares
issuable upon the exercise of outstanding c ommon stock purchase warr ants.  It appears
that you commenced this transaction privately  in your 2015 Unit Offering and th e
convertible notes and the warrants are immediately exercisable, i.e.,
convertible/ex ercisable within 6 0 days at the time of issuance.  Please note that a
transaction that is commenced as a private offering cannot be converted to a registered
offeri ng.  Please refer to Question 134.02 of our Securities Act Sections Compliance and
Disclosure Interpretations .  Please revise the registration statement to eliminate the offer
and sale of the  common shares issuable upon conversion and exercise of the convertible
notes and warrants.

Dennis P. Calvert
BioLargo, Inc.
February 21, 2017
Page 2

 2. Please note the updating requirements of Rule 8 -08 of Regulation S -X and update your
financial statements and financial information throughout the  filing accordingly.

Cover  page

3. Please clarify explic itly on the cover page that the 2,973,832 shares are being registered
for resale on behalf of selling stockholders.  Also clarify the price relating to the
secon dary offering.  Please identify the market and trading symbol for the securities
offered .

Table of Contents

4. Please make sure all the sections have been included in your table of contents; for
example, we note the “Selling Stockholders” section is not included.  In addition, please
be consistent with your terminology.  We note you refer both to “selling sharehold ers”
and “selling stockholders”.

Management’s Discussion and Analysis, page 26

5. Please remove your references to Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934 as these safe harbors for forward -looking
statements do not apply to issuers of penny stock.

6. We remind you that, in addition to your discussion of the results of operations for the
three and nine months ended September 30, 2016 and 2015, you should also discuss your
results of operations with respe ct to the most recent fiscal year  for which an income
statement is provided compared to the corresponding year  of the preceding fiscal year.
Please revise as nec essary.  Refer to Item 303 of Regulation S -K.

Cost of Goods Sold, page 26

7. You disclose that cost of goods sold includes the proportions of salaries and expenses
related to the sales and marketing efforts of your products.  Please tell us and clarify your
disclosure to explain why you believe it is appropriate to include these expenses within
cost of goods sold instead of selling, general and administrative expenses.

Liquidity and Capital Resources, page 27

8. You disclose on pages 28 and F -5 that you had $290,076 of accounts payable and accrued
expenses as of September 30, 2016.  Per your balance s heet on page F -1, you disclose a
balance of $226,189 for accounts payable and accrued expenses as of September 30,
2016.  Please revise your disclosure accordingly.

Dennis P. Calvert
BioLargo, Inc.
February 21, 2017
Page 3

 Executive Compensation, page 34

9. Please update this section, and the section disclosing director compensation, to reflect the
last completed fiscal year .  See Question 117.05 of Compliance & Disclosure
Interpretations relating to Regulation S -K.

Related Party Transactions, page 42

10. To the extent any of the transactions referenced in the second paragraph of this section
exceeded $120,000, please provide the disclosure required by Item 404 of Regulation S -
K.

One Year Notes, page 44

11. Please clarify the  amounts received and  number of investors in these offerings . ;We note
on page 28 you ref er to six investors and a different capital amount.

Selling Stockholders, page 45

12. Please indicate how each selling shareholder received the shares they are registering for
resale.

Financial Statements for the Period Ended September 30, 2016

Note 4 – Debt Obligations, page F -9

13. Please note that the table summarizing your debt obligations as of September 30, 2016
does not equal $5,447,876, since you did not include in your table the convertible notes
of $280,000 that have a maturity date of July 8, 201 7.  Please revise.

Financial Statements for the Year Ended December 31, 2015

Consolidated Statements of Stockholders’ Equity (Deficit), page F -21

14. Please ensure that the number of shares of common stock as presented here agrees to the
number of shares of  common stock per your balance sheet.  For example, you had
85,648,015 shares of common stock as of December 31, 2015 per your equity statement,
while your balance sheet indicates you had 85,803,467 shares of common stock as of
December 31, 2015.

Dennis P. Calvert
BioLargo, Inc.
February 21, 2017
Page 4

 Note 1  – Business and Organization, page F -23

Consolidated Balance Sheets, page F -19

15. Please  revise  your presentation of s tockholders ’ equity (deficit) on the face of the balance
sheet here and on page F -1 to separately disclose total s tockholders ’ equity  (defi cit)
attributable to BioLargo, Inc.  and total stockholders’ equity (deficit) attributable to your
non-controlling interests.  You should then present an aggregate total of all shareholders’
equity.  Refer to ASC 810 -10-45-16 and 810 -10-55-4I.

Outlook, pag e F-23

16. You disclose in paragraph one that you had a net stockholders’ deficiency as of
December 31, 2015.  It appears that you actually had stockholders’ equity as of
December 31, 2015.  Please revise your disclosure accordingly.

Note 2. Summary of Signi ficant Accounting Policies, page F -24

Recent Accounting Pronouncements, page F -27

17. Please revise your disclosure to state that entities are required to apply ASU 2014 -09 for
annual periods beginning after December 15, 2017 instead of December 15, 2018.

Note 11. Provision for Income Taxes, page F -43

18. Please disclose the expiration dates of your net operating loss carry -forwards, as required
by ASC 740 -10-50-3.

Recent Sales of Unregistered Securities, page 50

19. Please include all unregistered sales of  securities by the Company within the past three
years, including the shares issued as compensation in lieu of salary.  For each sale, please
provide the information required by Item 701 of Regulation S -K.  With regard to
issuances of stock to employees, v endors, and consultants for services, please include a
specific breakdown of who received shares, when you issued the shares , and the
exemption from registration upon  which you have relied.

Exhibit Index

20. Your footnotes do not reference the correct filings; please file the material exhibits
(governing the note, warrant, and share issuances) with your next amendment.

21. Please update your terminology to be consistent with your Description of Offerings
section .

Dennis P. Calvert
BioLargo, Inc.
February 21, 2017
Page 5

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Jeffrey Gordon, Staff Accountant  at (202) 551 -3866  or John Cash,
Accounting Branch Chief  at (202) 551 -3768  if you have questions regarding comments on the
financial statements and related matters.  You may contact Kate McHale, Staff Attorney  at (202)
551-3464 or me at (202) 551 -3397  with any other questions.

Sincerely,

 /s/ Jay Ingram

 Jay Ingram
 Legal Branch Chief
Office of Manufacturing and
Construction

December 9 , 2015

Mail Stop 4631

Via Facsimile
Mr. Charles K. Dargan II
Chief Financial Officer
BioLargo, Inc.
3500 W. Garry Avenue
Santa Ana, CA  92704

RE: BioLargo, Inc.
Form 10 -K for the Year ended December 31, 2014
Filed March 31, 2015
  File No. 0 -19709

Dear Mr. Dargan:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
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 rules require.

Sincerely,

 /s/ John Cash

 John Cash
Accounting Branch Chief
Office of Manufacturing and
Construction

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law offices of

JOHN R. BROWNING

A Professional Law Corporation

www.CaliforniaLegalSolutions.com

November 20, 2015

VIA FACSIMILE

(703) 813-6968

John Cash

Securities & Exchange Commission

Division of Corporate Finance

Washington, DC 20549

RE:

BioLargo, Inc.

Form 10-K for year ended December 31, 2014 (filed March 31, 2015)

Definitive Proxy Statement on Schedule 14A (filed April 30, 2015)

File No. 0-19709

Dear Mr. Cash:

I am legal counsel for BioLargo, Inc. (“BioLargo”) and write this letter in response to your letter dated November 5, 2015, at the direction of BioLargo’s management (“Management”).

Form 10-K for the Year Ended December 31, 2014

Item 1, Business, page 1 – The University of Alberta, page 6

BioLargo conducts most of its research and development activities through its Canadian subsidiary, BioLargo Water, Inc. (“BioLargo Water”) at labs on the University of Alberta (the “University”) campus. It does so pursuant to a written lease agreement for $1,389.45 (Canadian dollars – approximately $1,046 US dollars at current exchange rates) per month. We do not believe the obligation of approximately $1,000 per month rises to the level of materiality set forth in Item 601 of Regulation S-K (“Item 601”).

BioLargo’s research and development activities are conducted by researchers employed by BioLargo Water, and researchers employed by the University. Researchers employed by the University conduct research on BioLargo’s technology pursuant to government grants awarded directly to the researcher. These grant applications and awards are written documents between the individual researcher and the grant agency. BioLargo is not a party to those agreements, but directly benefits from those agreements through the research activities. Since BioLargo is not a party to those agreements, we do not believe those agreements are subject to Item 6.01(b)(10)(ii). Even if BioLargo were a party to those agreements, we believe that the agreements are in the “ordinary course of business” because BioLargo regularly conducts research and development activities on its technology.

2603 Main Street, Suite 1050

Irvine, California 92614

Telephone (949) 234-6266
John@Browning-Law.com

John Cash

November 20, 2015
Page 2

BioLargo has entered into other research contracts in which the University was a party. For example, in 2011, BioLargo was a party to an “industrial research chair” project that included Canadian oil industry partners through the Canadian NSERC agency, as well as the University. BioLargo’s financial obligations in that agreement were $25,000 (Canadian dollars) per year, and the research chair has been concluded. BioLargo executed a small research contract with the University in December 2012 in which a University professor conducted research on BioLargo’s technology. The contract required BioLargo pay $36,370 (Canadian dollars) to the University to fund the research, one-half upon execution of the contract, and the second half after completion. Because these contracts related to ongoing regular research activities, Management did not believe those contracts were required to be disclosed under Item 601(b)(10)(ii).

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (page 24)

BioLargo’s revenue increased in the 2014 period by approximately $45,000. This increase was primarily due to an increased volume of sales of Odor-No-More products. The increased volume resulted in large part due sales to United States government. Part I, Item I, “Our Business”, on page 7 of the Form 10-K, discloses the company’s relationship with Downeast Logistics, and the “Indefinite Delivery Purchase Order” (“IDPO”) obtained by Downeast Logistics from the U.S. Defense Logistics Agency. The increase in sales was due in part to the IDPO, and in part due to sales to military hospitals. There are not identifiable “trends” associated with these increased sales, but merely events (IDPO, sales to hospitals) that were disclosed. In future filings, if Management identifies any trends associated with increased sales, such information will be provided.

Regarding Costs of Good Sold, given that BioLargo’s product sales are in the beginning stages, BioLargo does not believe that the change in the costs of goods sold as a percentage of product sales is material. The discussion in the MD&A attributes the change to price fluctuations due to limited volume.

Regarding the approximately 35% increase in Selling, General and Administrative expenses, the increase was attributed to the “fair value” of an option issued to our Chief Financial Officer, and the retention of an investor relations firm in 2014.

Management attempted to provide more elaborate disclosure in the MD&A section of its Form 10-Q recently filed.

2603 Main Street, Suite 1050

Irvine, California 92614

Telephone (949) 234-6266
John@Browning-Law.com

John Cash

November 20, 2015
Page 3

Liquidity and Capital Resources, page 25

Management made significant changes to the liquidity discussion in BioLargo’s Form 10-Q filed on November 13, 2015. These changes were made to reflect the comments for additional explanation of short- and long-term demands on liquidity. As of the filing of the 10-K in March 2015, its short-term liquidity demands included $250,000 in Current Liabilities on BioLargo’s balance sheet. These notes were paid through their conversion into new promissory notes with June 2018 maturity dates during the third quarter 2015. The new notes are convertible by BioLargo into common stock at their maturity. Although a discussion of these short-term obligations could have been included in the Liquidity discussion in the Form 10-K, the discussion makes it very clear that the company has insufficient cash to meet its obligations:

“Our cash position is insufficient to meet our continuing anticipated expenses or fund anticipated operating expenses. Accordingly, we will be required to raise significant additional capital to sustain operations and further implement our business plan and we may be compelled to reduce or curtail certain activities to preserve cash. See Note 1 for a discussion of the presentation and preparation of the financial statements on a going concern basis.”

Since these notes have been converted into long-term obligations convertible into common stock at BioLargo’s option on maturity, Management does not believe that amending its Form 10-K to provide more detail regarding the short-term nature of the notes would add value to the existing disclosure.

In addition to the $250,000 note payables obligation, BioLargo’s other short-term demand on liquidity is its normal operational expenses. The demand for these expenses is addressed in the above-quoted disclosure, and the following:

“We had negative cash flow from operating activities of $1,718,621 for the year ended December 31, 2014, compared to a negative cash flow from operating activities of $1,212,252 for the year ended December 31, 2013. We used cash from financing activities to fund operations.”

Management believes this particular disclosure aptly describes the short-term liquidity as it relates to operations.

2603 Main Street, Suite 1050

Irvine, California 92614

Telephone (949) 234-6266
John@Browning-Law.com

John Cash

November 20, 2015
Page 4

DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A

Security Ownership of Certain Beneficial Owners and Management (page 18)

The tabular information required by Item 201(d) of Regulation S-K is included in BioLargo’s Form 10-K filed March 31, 2015, on page 22. With respect to the plans not approved by security holders, the material features of the plan are set forth in Note 9 (on page F-20), as referenced in the second footnote to the Equity Compensation Plan Information table. Note 9 details multiple option issuances outside BioLargo’s 2007 Equity plan. The material terms of each option issuance is set forth in a line item, and includes the date issued, the number of shares, the price per share, and where applicable the “fair value” of the expense. Management believes these facts constitute the material elements of each issuance, and that no further disclosure is required. In June 2013, BioLargo’s board of directors approved the concept of offering people to whom the company owed money either stock or options as payment of those obligations. Stock is offered at market price, and options are offered at a strike price equal to the market price, and with a number of shares equal to 50% more than if stock is chosen (to make up for the fact that when issued the option is worthless). Past filings had referenced the June 2013 board approval, and in BioLargo’s next Form 10-K and Schedule 14A, these details will be provided.

Certain Relationship and Related Transactions (page 19)

Note 10 discloses that as of December 31, 2014, $11,896 was owed to company officers. These amounts were owed for unpaid salary pursuant to the officer’s employment agreement. The details of the officer employment agreements are disclosed in Schedule 14A, beginning on page 10, pursuant to Item 402. In the footnotes to the Executive Compensation Table, Footnote 4 details that $10,836 of accrued and unpaid obligations were owed to Mr. Code as of December 31, 2014, and Footnote 6 details that $1,060 was owed to Mr. Provenzano. These two amounts comprise 100% of the $11,896 set forth as “officer payable” in Note 10.

Management chose not to include disclosure of the transactions resulting in the amounts payable separately under “Certain Relationships and Related Transactions” (page 19) in Schedule 14A because Instruction No. 5a to Item 404(a) states:

“Disclosure of an employment relationship or transaction involving an executive officer and any related compensation solely resulting from that employment relationship or transaction need not be provided pursuant to paragraph (a) of this Item if: i. The compensation arising from the relationship or transaction is reported pursuant to Item 402 (§ 229.402).”

2603 Main Street, Suite 1050

Irvine, California 92614

Telephone (949) 234-6266
John@Browning-Law.com

John Cash

November 20, 2015
Page 5

The information was disclosed previously in the document pursuant to Item 402.

Principal Accountant Fees and Services (page 22)

BioLargo’s principal accountant did not invoice BioLargo for any additional fees not disclosed in the Schedule 14A. This includes amounts for “tax fees” (professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning), or what could be characterized as “other” fees.

The omission of rows designated zero fees billed for “tax fees” and “other fees” in the fees table on page 22 was an oversight and has been corrected in next year’s draft document.

Management has attempted to address the Commission’s comments in its most recently filed Form 10-Q, and respectfully does not believe the additional information above rises to the level of requiring an amendment to the Form 10-K or Schedule 14A.

Very truly yours,

/s/ John R. Browning

John R. Browning

Attorney at law

JRB/hs

cc:       BioLargo, Inc.

Company Acknowledgment

By signing below, BioLargo, Inc., acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the filings referenced above (Form 10-K and Schedule 14A); staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange Commission (“Commission”) from taking any action with respect to the filing; and BioLargo 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.

Attested – BioLargo, Inc.: /s/ Dennis P. Calvert

                                              Dennis P. Calvert, President

2603 Main Street, Suite 1050

Irvine, California 92614

Telephone (949) 234-6266
John@Browning-Law.com

November 5 , 2015

Mail Stop 4631

Via Facsimile
Mr. Charles K. Dargan II
Chief Financial  Officer
BioLargo, Inc.
3500 W. Garry Avenue
Santa Ana, CA  92704

RE: BioLargo, Inc.
Form 10 -K for the Year ended December 31, 2014
Filed March 31, 2015
  Definitive Proxy Statement on Schedule 14A
  Filed April 30 , 2015
  File No. 0 -19709

Dear Mr. Dargan :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please  tell us why in your response.

After reviewing your response to these  comments, we may have  addition al comments.

Form 10 -K for the Year Ended December 31, 2014

Item 1. B usiness, page 1

The University of Alberta, page 6

1. Please clarify whether you have any written agreement memorializing your cooperative
research relationship with the University of Alberta.  If so, please tell us what
consideration you have given to filin g it as an exhibit to your Form 10 -K and confirm that
you have disclosed its material terms.

Mr. Charles K. Dargan II
BioLargo, Inc.
November 5 , 2015
Page 2

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 24

Results of Operations, page 24

2. Please elaborate on the reasons for material changes in your results of o perations
throughout your MD&A.   For example, you should disclose whether the increase in your
sales is due to an increase in the price or volume of the Odor -No-More products, and you
should also discuss any trends that you believe influenced the increase in sales of these
and other products.

Liquidity and Capital Resources, page 25

3. Please elaborate on the nature of demands on your liquidity, such as any notes payable,
both on a shor t- and long -term basis.

Definitive Proxy Statement on Schedule 14A

Security Ownership of Certain B eneficial Owners and Management, page 18

4. Please provide information pertaining to Item 201(d) of Regulation S -K regarding equity
compensation plans.

Certain Relationship and Related Transactions, page 19

5. We note that Note 10 to your audited financial statements indicates that you have
amounts payable to an officer included in your account s payable and accrued expenses.
Please tell us what considerati on you gave to including disclosure of the transaction
resulting in the amounts payable to the officer under Item 404 of Regulation S -K.

Principal Accountant  Fees and Services, page 22

6. Neither “Tax Fees” nor “All Other Fees” were disclosed appropriately under Item 9(e) of
Schedule 14A.   Please tell us why you did not provide this information.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Sec urities Exchange Act of
1934 and all applica ble Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mr. Charles K. Dargan II
BioLargo, Inc.
November 5 , 2015
Page 3

  In responding to our comments, please provide  a written statement from the company
acknowledging that:

 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 securiti es laws of the United
States.

You may contac t Pamela Long , Associate Director, at (202) 551 -3765  with any
questions.

 Sincerely,

 /s/ John Cash

 John Cash
 Accounting Branch Chief
Office of Manufacturing and
Const ruction

November 16, 2010
 Biolargo, Inc. Charles K. Dargan II, Chief Financial Officer 16333 Phoebe Ave. La Mirada, CA  90638

Re: Biolargo, Inc.
 Form 10-K for the fiscal year ended December 31, 2009
File No. 0-19709

Dear Mr. Dargan:
 We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
You may contact Mindy Hooker at (202) 551-3732 or me at (202) 551-3768 with any
questions.
Sincerely,
       John Cash
Branch Chief

November 9, 2010
 Biolargo, Inc. Charles K. Dargan II, Chief Financial Officer 16333 Phoebe Ave. La Mirada, CA  90638

Re: Biolargo, Inc.
  Form 10-Q/A for the quarter ended March 31, 2010
Form 10-Q/A for the quarter ended June 30, 2010 File No. 0-19709

Dear Mr. Dargan:
 We have reviewed your amendments and have  the following comment.  Please respond to
this letter within ten business days by am ending your filing, 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 circ umstances or do not believe an amendment is
appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-Q/A for the quarter ended March 31, 2010

Form 10-Q/A for the quarter ended June 30, 2010
 Exhibits 31.1 and 31.2

 We have reviewed your amendments to Form  10-Q for the periods ended March 31, 2010 and
June 30, 2010 filed on November 3, 2010.  Your cer tifications included in your Form 10-Q/A
filings do not comply with the requirements of  Item 601(b)(31) of Regulation S-K as they
improperly reference your Form 10-Q rather than  your amended Form 10-Q.  Please amend these
filings to include certificati ons which appropriately reference your amended Form 10-Q.

You may contact Mindy Hooker at (202) 551-3732 or me at (202) 551-3768 with any
questions.
Sincerely,
       John Cash
Branch Chief

October 28, 2010
 Biolargo, Inc. Charles K. Dargan II, Chief Financial Officer 16333 Phoebe Ave. La Mirada, CA  90638

Re: Biolargo, Inc.
 Form 10-K for the fiscal year ended December 31, 2009
  Form 10-Q for the quarter ended March 31, 2010
Form 10-Q for the quarter ended June 30, 2010 File No. 0-19709

Dear Mr. Dargan:
 We have reviewed your response to our comm ent letter dated October 5, 2010 and have
the following comments.  In some of our co mments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the year ended December 31, 2009

Item 9A. Controls and Procedures, page 37
 Management’s Report on Internal Cont rol over Financial Reporting, page 37

1. We note your response to prior comment tw o in our letter dated October 5, 2010 and
appreciate the additional information.  We not e that you are not planning to amend your
Form 10-K for the year ended December 31, 2009 to include management’s report on
internal control over financial reporting.  Please be advised, as  discussed in Compliance
and Disclosure Interpretation 115.02, which you can find at
http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm , failure to file management's
report on Internal Control over Financial Reporting rendered your annual report materially
deficient and the company would be considered not timely or current in its Exchange Act reporting.

Charles K. Dargan II  Biolargo, Inc. October 28, 2010 Page 2

Form 10-Q for the quarter ended March 31, 2010

Form 10-Q for the quarter ended June 30, 2010
 Exhibits 31.1 and 31.2

2. We note your response to prior comment th ree in our letter dated October 5, 2010;
however, your certifications included in your  Form 10-Q filings for the periods ended
March 31, 2010 and June 30, 2010 do not materia lly comply with the requirements of
Item 601(b)(31) of Regulation S-K as they omit the introductory language in paragraph 4
and required language in paragr aph 4(b) referring to intern al control over financial
reporting as required by Item 601( b)(31) of Regulation S-K.  Therefore, we continue to
believe that you should amend your above men tioned Form 10-Q filings to include the
aforementioned language in your certifications .  Each of your amendments may consist
of a cover page, explanatory note, signature  page and paragraphs 1, 2, 4, and 5 of the
certifications.

You may contact Mindy Hooker at (202) 551-3732 or me at (202) 551-3768 with any
questions.
Sincerely,
       John Cash
Branch Chief

CORRESP
1
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    biolargo_corresp-102610.htm

BioLargo, Inc.

16333 Phoebe

La Mirada, CA 90638

Telephone: 949.643.9540

Facsimile: 949.625.9819

VIA FACSIMILE

(703) 813-6968

October 26, 2010

Mindy Hooker

Division of Corporate Finance

Securities & Exchange Commission

Washington, DC 20549

RE:          BioLargo, Inc.

Form 10-K for fiscal year ended December, 31, 2009

Form 10-Q for the quarter ended March 31, 2010

Form 10-Q for the quarter ended June 30, 2010

File No. 0-19709

Dear Ms. Hooker:

I am legal counsel for BioLargo, Inc. (“BioLargo”) and write this letter in response to your letter dated October 5, 2010, which the company received via facsimile from your office on October 7, 2010.

Comment 1

Exchange Act Rule 13a-15(d) defines “disclosure controls and procedures” to mean controls and procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Security and Exchange Commission’s (“SEC”) rules and forms. The definition further states that disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that the information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

BioLargo believes its disclosure controls and procedures are “effective” because its president, Dennis P. Calvert, is responsible for all aspects of the business, and closely monitors all operations, expenditures and executable transactions, with appropriate oversight by the board of directors. On a daily basis, Mr. Calvert personally interacts with the two other employees of the company, and regularly with the outside consultants, professionals, advisors and Board of Directors. Mr. Calvert is directly involved in every material development of the company, and routinely interacts with the company’s Chief Financial Officer and legal counsel with respect to each such developments. Additionally, Mr. Calvert is the only one authorized by the board to sign contracts on behalf of the company.

As well, Mr. Calvert, Mr. Dargan, the Chief Financial Officer, and myself, as General Counsel, regularly communicate as to appropriate updates in disclosure requirements and accounting and reporting procedures. These updates are disseminated to the Company and to the Board of Directors. Mr. Calvert and Mr. Dargan keep the board and its committees apprised of the disclosure rules and procedures through scheduled regular meetings and informal telephonic communications.

All information that is required to be disclosed by BioLargo in the reports that it files or submits under the Exchange Act is known by Mr. Calvert, Mr. Dargan and myself, who can then task the appropriate person or persons, including one of us, to evaluate the company’s disclosure obligation and, if applicable, file the necessary report(s).

With respect to the items noted that need improvement and at the time this report was filed, up until recently, it was believed that Small Business issuers would be subject to audit attestation requirement set forth in Rule 404(b). BioLargo believed that if its controls and procedures were to be audited, it may be required to implement further controls and procedures for such purpose. The statement in the company’s annual report “Additional steps that we believe that we must undertake are to, among other things, design and implement adequate systems of accounting and financial statement disclosure controls during the current fiscal year to comply with the requirements of the SEC” was specifically included to address the audit requirements.

The company also believed that, based on anticipated operational growth and complexity, and increased operational revenue, for it to ensure that its controls and procedures remained effective into the future, it would need to implement additional controls and procedures which would require additional financial resources, require the retention of outside consulting services, additional personal, legal advice, and potentially the reallocation of responsibilities among the company’s various executives.  The Company has not grown as anticipated and it believes that it will not require additional outside consulting services or the reallocation of the responsibilities among the company’s various executives in continuing to meet its disclosure control and procedure requirements until such growth is reached.

Comment 2

Please see Attachment A for Management’s assessment of the effectiveness of internal control over financial reporting as required by Item 308(a)(3) of Regulation S-K.

Management does not believe that its failure to include its assessment of the effectiveness of internal control over financial reporting impacts its conclusion that is disclosure controls and procedures are effective. The failure to include the assessment was the result of a clerical error that was overlooked by the company’s management. It was not a result of the failure of a control mechanism or procedure. Management does not believe that its omission would warrant a significant deficiency or otherwise identify a material weakness in the company’s disclosure controls and procedures.

2

Comment 3

The company acknowledges that certain of the paragraph 4 introductory language required by Item 601(b)(31) of Regulation S-K was inadvertently omitted, and respectfully points out that paragraph 4(b), and not 4(c), was omitted.

Given the change in the one omission under Comment 3, and the explanations provided in Comments 1 and 2, the company believes that the changes would not be material in all respects to the presentation of the financial statements and other financial disclosures in our From 10K for the period ended December 31, 2009 and in our Form 10Q for the periods ended March 31, and June 30, 2010, and respectfully requests that it not be required to amend.

We will ensure that these items are clarified and properly disclosed, as required, in our next Form 10-Q for the quarter ended September 30, 2010.

Finally, as requested, BioLargo, Inc. acknowledges that it is responsible for the adequacy and accuracy of the disclosures in its filings with the SEC; that staff comments or changes to disclosure in response to staff comments do not foreclose the SEC from taking any action with respect to the filing; and it may not assert staff comments as a defense in any proceeding initiated with the SEC or any person under the federal securities laws of the United States.

Sincerely,

BioLargo, Inc.

/s/John R. Browning

By: ________________________

John R. Browning

General Counsel

3

Attachment A

Management’s assessment of the effectiveness of internal control over financial reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management, including our Chief Executive Officer and the Chief Financial Officer, we have established internal control procedures in accordance with the guidelines established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) for smaller public companies, and through its evaluation of those internal control procedures, our management concluded that our internal controls over financial reporting are effective as of December 31, 2009.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the company to provide only management’s report in this Annual Report.

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls or our internal control over financial reporting, or any system we design or implement in the future, will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

4

October 5, 2010
 Biolargo, Inc. Charles K. Dargan II, Chief Financial Officer 16333 Phoebe Ave. La Mirada, CA  90638

Re: Biolargo, Inc.
 Form 10-K for the fiscal year ended December 31, 2009
  Form 10-Q for the quarter ended March 31, 2010
Form 10-Q for the quarter ended June 30, 2010 File No. 0-19709

Dear Mr. Dargan:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the year ended December 31, 2009

Item 9A. Controls and Procedures, page 37
 Evaluation of Disclosure Controls, page 37

1. We note your disclosure indi cating that management determined your “disclosure
controls and procedures are effective, but n eed improvement.”  Given the significance of
the improvements which you indicate, please help us understand how you determined that your disclosure controls and procedures were effective.
 Management’s Report on Internal Cont rol over Financial Reporting, page 37

2. We note your disclosures regarding Manageme nt’s Report on Internal Control over
Financial Reporting; however, we are unable to locate Management’s report.  Please
provide Management’s assessment of the effec tiveness of internal control over financial
reporting as required by Item 308( a)(3) of Regulation S-K.  In addition, please consider

Charles K. Dargan II  Biolargo, Inc. October 5, 2010 Page 2

whether management’s failure to include the required disclosure under Item 308(a)(3) of
Regulation S-K impacts your conclusion regardi ng the effectiveness of  your disclosure
controls and procedures as of the end of your fiscal year and revise your disclosures
appropriately.
 Form 10-Q for the quarter ended March 31, 2010

Form 10-Q for the quarter ended June 30, 2010
 Exhibits 31.1 and 31.2

3. We note that your certifications included in your Form 10-Q filings for the periods ended
March 31, 2010 and June 30, 2010 omit the intro ductory language in paragraph 4 and
required language in paragraph 4(c) referring to internal control over financial reporting
as required by Item 601(b)(31) of Regulation S-K.  In this regard, please amend your
above mentioned Form 10-Q filings to in clude the aforementioned language in your
certifications.  Each of your amendments may consist of a cover page, explanatory note,
signature page and paragraphs 1, 2, 4, and 5 of the certifications.
 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 relating to a 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.

You may contact Mindy Hooker at (202) 551-3732 or me at (202) 551-3768 with any
questions.
Sincerely,
       John Cash
Branch Chief

Mail Stop 3561

                    January 5, 2007

Mr. Dennis Calvert
Interim Chief Financial Officer
NuWay Medical, Inc.
2603 Main Street, Suite 1155
Irvine, California 92614

  RE: NuWay Medical, Inc.
   Form 10-KSB for Fiscal Year Ended December 31, 2005
   Filed March 31, 2006
Forms 10-QSB for Fiscal Quarters Ended March 31, June 30, and September
30, 2006
   File No. 0-19709

Dear Mr. Calvert:

 We have reviewed your response letter dated December 11, 2006 and have the following
additional comments.  Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Form 10-KSB for Fiscal Year Ended December 31, 2005

Item 8A. Controls and Procedures, page 25

1. We note in your response to our prior comment 2 in our letter dated September 21, 2006 that you would include the entire definition of disclosure controls and procedures in Exchange Act Rule 13a -15(e).  However, your disclosures in Forms 10-QSB filed on November 17 and December 14, 2006 continue to omit parts of the definition.  You state that your principal executive officer and principal financial officer concluded that your disclosure controls and procedures are effective to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.  In all future interim and annual filings, please revise to clarify, if true, that your principal executive officer and principal financial officer concluded disclosure controls and procedures are also effective in ensuring that material information required to be included in the report is made known to them by others on a timely basis and is accumulated and communicated to management, including your principal executive and principal financial officer, to

Mr. Dennis Calvert
NuWay Medical, Inc. January 5, 2007 Page 2
 allow timely decisions regarding required disclosure.  Please refer to the definition of disclosure controls and procedures in Exchange Act Rule 13a -15(e).

Notes to Financial Statements

Note 8. Loan Agreement – Augustine Loan, page F-18

2. We have read your response to our prior comment 3.  Please tell us the basis in GAAP for recording the issuance of these warrants as a discount on Notes, citing relevant authoritative literature.  In doing so, please tell us why your classification of these warrants complies with the requirements of EITF 00-19.

Form 10-QSB/A for Fiscal Quarter Ended September 30, 2006

Consolidated Balance Sheets, page 3

3. We note that the balance of notes payable remains unchanged from June 30, 2006 at $3,298,070.  According to disclosures on page 39, we also note that you issued Fall 2006 Notes during the three months ended September 30, 2006, according to disclosures on page 39.  Please tell us where you have recorded the new notes on the balance sheet or revise your filing accordingly.

Statements of Cash Flows, page 6

4. We note that the amount you have disclosed as cash provided by financing activities during the nine months ended September 30, 2006 does not agree to amounts disclosed on pages 38 and 39.  In particular, we note that $802,500 was received during the first quarter related to the Third Offering Note and $252,500 was received related to the issuance of the Fall 2006 Notes during the three months ended September 30, 2006.  Please reconcile these amounts and revise your filing accordingly.

 As appropriate, please respond to these comments within 10 business days or tell us when
you will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.  Please submit your response letter as a correspondence file on EDGAR.

 You may contact Staff Accountant Ta Tanisha Meadows at (202) 551-3322, or in her
absence, Donna Di Silvio at (202) 551-3202, if you have questions regarding comments on the

Mr. Dennis Calvert
NuWay Medical, Inc. January 5, 2007 Page 3
 financial statements and related matters.  Please contact me at (202) 551-3344 with any other questions.

  Sincerely,

  William H. Thompson
 Branch Chief

Mail Stop 3561
  February 7, 2007

Lance Jon Kimmel, Esq.
SEC Law Firm
11693 San Vicente Boulevard, Suite 357
Los Angeles, CA 90049

Re: NuWay Medical, Inc.
 Amendment No. 3 to Preliminar y Proxy Statement on Schedule 14A
 Filed February 7, 2007
  File No. 0-19709

Dear Mr. Kimmel:

We have completed our review of your PRE 14A and related filings and have no
further comments at this time.

Sincerely,

      H. Christopher Owings
     A s s i s t a n t  D i r e c t o r

cc: Fax: ( 310) 388-1320

Mail Stop 3561
  February 5, 2007

Lance Jon Kimmel, Esq.
SEC Law Firm
11693 San Vicente Boulevard, Suite 357
Los Angeles, CA 90049

Re: NuWay Medical, Inc.
 Amendment No. 2 to Preliminar y Proxy Statement on Schedule 14A
 Filed February 1, 2007
  File No. 0-19709

Dear Mr. Kimmel:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Background of the BioLargo Transactions, page 5
1. We note your response to comment 5 in our letter dated January 26, 2007.  In
your revised disclosure, you state that you “[e]ngaged third party consultants who
informally confirmed [y]our management ’s own belief that the value of the
BioLargo Technology was in a range, even the lower end of which significantly exceeded the then-current value of 51% of [y]our common stock.”  You further
disclosed, “We did not seek a formal appr aisal or fairness opinion of the value of
the BioLargo Technology given our limited resources….”  Please tell us whether the company received any type of report from the third party consultants that
would fall under Item 14(b)(6 ) of Schedule 14A.  If so, Item 14(b)(6) of Schedule
14A requires that you furnish the information required by Item 1015(b) of Regulation M-A.

Lance Jon Kimmel, Esq.
SEC Law Firm
February 5, 2007 Page 2

* * *

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

Please contact Kurt Murao, Attorney Advisor, at (202)  551-3338, or Ellie
Quarles, Special Counsel, at (202) 551-3238 or me at (202) 551-3720 with any other
questions.

Sincerely,

      H. Christopher Owings
     A s s i s t a n t  D i r e c t o r

cc: Fax: ( 310) 388-1320

CORRESP
1
filename1.htm

    SEC
      LAW FIRM

    11693
      San Vicente Boulevard, Suite 357

    Los
      Angeles, CA 90049

    Tel.
      310-557-3059

    Fax.
      310-388-1320

    www.seclawfirm.com

    January
      31, 2007

    Kurt
      Murao, Esq.

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    Washington,
      D.C. 20549

    Re:
      NuWay
      Medical, Inc. Preliminary Proxy Statement on Schedule 14A Filed January 8,
      2007
      (SEC File No. 000-19709)

    Dear
      Mr.
      Murao:

    NuWay
      Medical Inc. (the “Registrant”) is responding to the written comments of the
      staff (the “Staff”) of the United States Securities and Exchange Commission (the
“Commission”) dated January 26, 2007 (the “Second Comment Letter”) and refers to
      the comments of the Staff of the Commission in its letter dated November 29,
      2006 (the “First Comment Letter”). The Registrant’s responses are keyed to the
      numbered comments of the Staff contained in the Comment Letter, which are set
      forth in full below, immediately preceding each response.

    General

    1.
      We
      note your response to comment 1 in our letter dated November 29, 2006 indicating
      that you have submitted a response to us on December 11, 2006. As further
      comments have been issued, please comply with any outstanding comments that
      were
      issued as part of our review of your Form 10-KSB for fiscal year ended December
      31,2005 and Forms 10-QSB for fiscal quarters ended March 31, 2006, June 30,
      2006
      and September 30, 2006.

    Response:
      The
      Registrant submitted its first written response to the Staff on December 11,
      2006 and its second written response to the Staff on January 26, 2007, and
      filed
      Amendment No.2 to its Quarterly Report on Form 10-QSB for the period ended
      September 30, 2007 on January 29, 2007.

    2.
      We
      note that you have included the bulleted representations that we requested
      at
      the end of the response letter. Please note that these representations must
      come
      from the registrant directly under separate cover.

    Response:
      The
      Registrant has filed the requested information under separate cover dated of
      even date.

    Proposal
      1, page 2

    Executive
      Compensation, page 8

    3.
      Please update and revise your disclosure to comply with the new executive
      compensation disclosure rules which went effective on November 7, 2006 for
      years
      ending on or after December 15, 2006. See SEC Release No. 33-8732A (August
      29,
      2006).

    Response:
      In light
      of the Staff’s comment and considering the virtual certainty that the
      Registrant, as a small public company with limited financial and personnel
      resources, could not comply with the expansive and extensive new executive
      compensation disclosure rules in a matter of just a few days, the Registrant
      has
      decided not to include the election of directors as an item for stockholder
      action at the upcoming meeting. Accordingly, the Registrant will delete Proposal
      1, the election of directors, from the proxy statement and also will delete
      Proposal 6, approval of the 2006 Stock Option Plan, and Proposal 7, ratification
      of appointment of auditor, from the meeting agenda. The Registrant will address
      these matters at its 2007 Annual Meeting of Stockholders. The upcoming meeting
      will be held as a Special Meeting of Stockholders, solely to address the
      transactional proposals, 2, 3, 4 and 5, which have been renumbered as Proposals
      1, 2, 3 and 4. In light of the foregoing, the Registrant respectfully requests
      that the Staff withdraw this comment at this time.

    Proposal
      2, page 13

    4.
      Please expand your disclosure to provide the information required by Item 303
      of
      Regulation S-K as to IOWC Technologies, Inc. See Item 14(c)(2) of Schedule
      14A
      and Item 17(b)(5) of Form S-4.

    Response:
      Regarding
      Item 14(c)(2) of Schedule 14A, as mentioned in response to the First Comment
      Letter, please be advised that the Registrant is not registering any shares
      of
      it common stock, because it is relying on the exemption from registration in
      Section 4(2) of the Securities Act of 1933, as amended and/or Regulation D
      promulgated thereunder in offering shares of its common stock to the company
      whose assets are being acquired, IOWC Technologies, Inc. (“IOWC”). IOWC is a
      Canadian corporation, whose shares of capital stock are owned by a single
      shareholder, Kenneth R. Code. IOWC will receive restricted securities in the
      transaction, the certificates for which will bear an appropriate legend. IOWC
      and Mr. Code, as its shareholder, will approve the sale of substantially all
      of
      its assets in accordance with the laws of Canada and/or the province of Alberta.
      Because the proposed transaction is structured as the sale of assets by IOWC,
      IOWC will continue to exist after the consummation of the transaction and will
      continue to have a single stockholder, Mr. Code. Therefore, the Registrant
      believes that providing a Management’s Discussion and Analysis or Plan of
      Operations (“MD&A”) for IOWC would not be meaningful to the Registrant’s
      stockholders. Instead, the Registrant proposes to include, and has included,
      a
“Plan of Operations After Consummation of the Transactions”, immediately
      preceding the pro forma financial statements contained in Proposal 2 (now
      renumbered Proposal 1). The disclosure is furnished in compliance with Item
      303
      of Regulation S-B, since the Registrant is a small business issuer as defined
      in
      Rule 405 promulgated under the Securities Act of 1933, as amended. The
      Registrant believes that this is a more meaningful disclosure for its
      stockholders to understand what the Registrant’s plans are and will be following
      the consummation of the transactions with IOWC. In light of the foregoing,
      the
      Registrant respectfully requests that the Staff modify its comment to permit
      the
      furnishing of a “plan of operations” in lieu of an MD&A for
      IOWC.

    Background
      of the BioLargo Transactions, page 15

    5.
      We
      note your response to comment 2 in our letter dated November 29, 2006.
Please
      expand your disclosure to more fully and specifically discuss the consideration
      negotiations between you and lOWC, including the relevant dates that resulted
      in
      the determination that you will issue a total of 553,475,300 shares of common
      stock for certain technology and rights relating to the BioLargo
      Technology.

    Response:
      The
      discussion contained under “Proposal 2 [now renumbered as Proposal 1] -
      Background of the BioLargo Transactions” has been expanded to include fuller
      discussion of the negotiations between the Registrant and IOWC with respect
      to
      the determination of the consideration to be paid by the Registrant to IOWC
      in
      the form of 553,475,300 shares of common stock for the BioLargo
      Technology.

    In
      connection with the foregoing response, the Registrant acknowledges
      that:

            ·

              It
                is responsible for the adequacy and accuracy of the disclosure in
                its
                filings;

            ·

              Staff
                comments of changes to disclosure in response to Staff comments do
                not
                foreclose the Commission from taking any action with respect to the
                filing; and

            ·

              The
                Registrant 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.

    Please
      respond to the undersigned with any further comments or any other communications
      regarding the Comment Letter.

              Very
                truly yours,

              /s/
                Lance Jon Kimmel

              Lance
                Jon Kimmel

CORRESP
1
filename1.htm

    NUWAY
      MEDICAL, INC.

    2603
      Main Street, Suite 1155

    Irvine,
      CA 92614

    Phone:
      949-235-8062

    January
      31, 2007

    Kurt
      Murao, Esq.

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    Washington,
      D.C. 20549

    Re:
      NuWay Medical, Inc. Preliminary Proxy Statement on Schedule 14A Filed January
      8,
      2007 (SEC File No. 000-19709)

    Dear
      Mr.
      Murao:

    By
      letter
      of even date from our counsel SEC Law Firm, NuWay Medical Inc. (the
“Registrant”) is responding to the written comments of the staff (the “Staff”)
      of the United States Securities and Exchange Commission (the “Commission”) dated
      January 26, 2007.

    In
      connection with the foregoing response, the Registrant acknowledges
      that:

              ·

                It
                  is responsible for the adequacy and accuracy of the disclosure
                  in its
                  filings;

                ·

                Staff
                  comments of changes to disclosure in response to Staff comments
                  do not
                  foreclose the Commission from taking any action with respect to
                  the
                  filing; and

                ·

                The
                  Registrant 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.

              Very
                truly yours,

              /s/
                Dennis Calvert

              Dennis
                Calvert

              President
                and Chief Executive Officer

Mail Stop 3561
  January 26, 2007

Lance Jon Kimmel, Esq.
SEC Law Firm
11693 San Vicente Boulevard, Suite 357
Los Angeles, CA 90049

Re: NuWay Medical, Inc.
 Amendment No. 1 to Preliminar y Proxy Statement on Schedule 14A
 Filed January 8, 2007
  File No. 0-19709

Dear Mr. Kimmel:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General
1. We note your response to comment 1 in  our letter dated November 29, 2006
indicating that you have submitted a re sponse to us on December 11, 2006.  As
further comments have been issued, please comply with any outstanding
comments that were issued as part of our  review of your Form 10-KSB for fiscal
year ended December 31, 2005 and Form s 10-QSB for fiscal quarters ended
March 31, 2006, June 30, 2006 and September 30, 2006.

Lance Jon Kimmel, Esq.
SEC Law Firm
January 26, 2007 Page 2
2. We note that you have included the bulleted representations that we requested at
the end of the response letter.   Please note that these representations must come
from the registrant directly  under separate cover.

Proposal 1, page 2
Executive Compensation, page 8
3. Please update and revise your disclosure to comply with the new executive compensation disclosure rules which went effective on November 7, 2006 for
years ending on or after December 15, 2006.  See SEC Release No. 33-8732A (August 29, 2006).

Proposal 2, page 13
4. Please expand your disclosure to provide the information required by Item 303 of
Regulation S-K as to IOWC Technologies , Inc.  See Item 14(c)(2) of Schedule
14A and Item 17(b)(5) of Form S-4.

Background of the BioLargo Transactions, page 15
5. We note your response to comment 2 in  our letter dated November 29, 2006.
Please expand your disclosure to more  fully and specifically discuss the
consideration negotiations between you and IOWC, including the relevant dates
that resulted in the determination th at you will issue a total of 553,475,300 shares
of common stock for certain technology and rights re lating to the BioLargo
Technology.

* * *

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

Lance Jon Kimmel, Esq.
SEC Law Firm
January 26, 2007 Page 3
Please contact Kurt Murao, Attorney Advisor, at (202)  551-3338, or Ellie
Quarles, Special Counsel, at (202) 551-3238 or me at (202) 551-3720 with any other
questions.

Sincerely,

      H. Christopher Owings
     A s s i s t a n t  D i r e c t o r

cc: Fax: ( 310) 388-1320

CORRESP
1
filename1.htm

      Unassociated Document

    SEC
      LAW FIRM

    11693
      San Vicente Boulevard, Suite 357

    Los
      Angeles, CA 90049

    Tel.
      310-557-3059

    Fax.
      310-388-1320

    www.seclawfirm.com

                January
                  26, 2007

    Ms.
      Ta
      Tanisha Meadows

    Ms.
      Donna
      DiSilvio

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    Washington,
      D.C. 20549

    Dear
      Ms.
      Meadows and Ms. DiSilvio:

    NuWay
      Medical Inc. (the “Registrant”) is responding to the written comments of the
      staff (the “Staff”) of the United States Securities and Exchange Commission (the
“Commission”) dated January 5, 2007 (the “Second Comment Letter”) and refers to
      the comments of the Staff of the Commission in its letter dated September 21,
      2006 (the “First Comment Letter”). The Registrant’s responses are keyed to the
      numbered comments of the Staff contained in the Second Comment Letter, which
      are
      set forth in full below immediately preceding each response.

    The
      Registrant believes that, as suggested by the Staff, it can modify its
      disclosure, as appropriate, in future filings and requests that the Staff
      confirm its concurrence with this proposed approach to addressing the Staff’s
      comments and that no amendment of any filing is required by the Staff, except
      as
      described below.

    Form
      10-KSB for Fiscal Year Ended December 31, 2005

    Item
      8A. Controls and Procedures. page 25

    1. We
      note in your response to our prior comment 2 in our letter dated September
      21,
      2006 that you would include the entire definition of disclosure controls and
      procedures in Exchange Act Rule 13a-15(e). However, your disclosures in Forms
      10-QSB filed on November 17 and December 14, 2006 continue to omit parts of
      the
      definition. You state that your principal executive officer and principal
      financial officer concluded that your disclosure controls and procedures are
      effective to ensure that information required to be disclosed in reports filed
      or submitted under the Exchange Act is recorded, processed. summarized and
      reported within the time periods specified in SEC rules and forms. In all future
      interim and annual filings, please revise to clarify; if true, that your
      principal executive officer and principal financial officer concluded disclosure
      controls and procedures are also effective in ensuring that material information
      required to be included in the report is made known to them by others on a
      timely basis and is accumulated and communicated to management, including your
      principal executive and principal financial officer, to allow timely decisions
      regarding required disclosure. Please refer to the definition of disclosure
      controls and procedures in Exchange Act Rule 13a-15(e).

    Response:
      In
      future filings, the Registrant will revise its disclosure regarding
      effectiveness to include the entire definition of disclosure controls and
      procedures in Exchange Act Rule 13a-15(e). The Registrant had actually filed
      its
      Quarterly Report on Form 10-QSB for the period ended September 30, 2006 before
      it had received the First Comment Letter and therefore was unaware of the
      Staff’s request at the time of such filing. The Registrant misunderstood the
      request of the Staff with respect to the undertaking to revise such disclosure
      when it filed an amendment to Form 10-QSB on December 14, 2006, erroneously
      believing that the Staff’s request was applicable to reports filed after such
      time, not amendments to reports previously filed prior to such time.

    Notes
      to Financial Statements

    Note
      8. Loan Agreement - Augustine Loan, page F-18

    2. We
      have read your response to our prior comment 3. Please tell us the basis in
      GAAP
      for recording the issuance of these warrants as a discount on Notes, citing
      relevant authoritative literature. In doing so, please tell us why your
      classification of these warrants complies with the requirements of EITF
      00-19.

    Response:
      Upon
      further review of the First Comment Letter and comment 3 therein, the Registrant
      believes that the confusion has been created by a misdescription in Note 8
      of
      the way in which the transaction in question was handled, not in the financial
      statement presentation itself. The relevant passage of Note 8 to Notes to
      Financial Statement, contained on page F-20, states:

    “Using
      the Black-Scholes pricing model, the Company allocated approximately $245,000
      of
      the Augustine Loan proceeds to the warrants and $175,000 to the note payable,
      which allocations were made on a pro rata basis based on the fair value of
      the
      warrants. The Black-Scholes calculation assumed a discount rate of approximately
      four percent, volatility of 257 percent and no dividends. Given that the
      warrants were issued in conjunction with Loan Agreement, such fair value
      represents an effective discount on the debt and will be amortized over the
      term
      of the loan. Amortization of this discount for the year ended December 31,
      2005
      was approximately $0 and $61,500 for the years ended December 31, 2005 and
      2004
      and is recorded as additional interest expense in the accompanying consolidated
      statement of operations. In conjunction with the extension of the maturity
      date
      of the Augustine Loan from February 2004 to August 2004, the warrants held
      by
      Augustine Fund to purchase 6,158,381 shares of the Company's common stock were
      re-priced to an exercise price of $.035 per share.

    This
      is
      not an accurate description of the accounting treatment of the transaction.
      Accordingly, the Registrant proposes to amend the previously-quoted disclosure
      in future filings to read as follows:

    “The
      proceeds of $420,000 were recorded as a loan payable. Using the Black-Scholes
      pricing model, the Company valued the warrants issued in conjunction with this
      loan at approximately $245,000 and recorded the amount to prepaid interest
      expense and additional paid in capital. The Black-Scholes calculation assumed
      a
      discount rate of approximately 4%, volatility of 257% and no dividends. The
      $245,000 was charged to interest expense over the maturity of the loan payable.
      During the year ended December 31, 2004 the remaining amount of prepaid interest
      expense of approximately $61,500 was charged to interest expense.”

    The
      basis
      in accounting literature for the accounting treatment of the transaction
      described above is FASB Current Text Sections D10.104 and D10.105.

    Form
      10-QSB/A for Fiscal Quarter Ended September 30, 2006

    Consolidated
      Balance Sheets. page 3

    3. We
      note that the balance of notes payable remains unchanged from June 30, 2006
      at
      $3,298,070. According to disclosures on page 39, we also note that you issued
      Fall 2006 Notes during the three months ended September 30, 2006, according
      to
      disclosures on page 39. Please tell us where you have recorded the new notes
      on
      the balance sheet or revise your filing accordingly.

    Response: Upon
      further review of the Second Comment Letter and comment 3 therein, the
      Registrant believes that some disclosure should be modified in its Quarterly
      Report on Form 10-QSB/A for the period ended September 30, 2006 (the “Form
      10-QSB/A”), because the disclosure does not unambiguously indicate that the
      $252,500 was in fact received subsequent to the end of the period ended
      September 30, 2006. The Registrant believes that the consolidated balances
      sheets are correct but that the related disclosure should be amended.
      Accordingly, the Registrant intends to amend promptly the Form 10-QSB/A (the
      “Amended Filing”).

    At
      page
      39, the first sentence, the disclosure which previously read:

    “The
      Company has received gross and net proceeds of $252,500 from eight outside
      investors and issued Fall 2006 Notes, which allow conversion into an aggregate
      of 9,181,820 shares of common stock.”

    will
      be
      amended to read:

    “As
      part
      of the Fall 2006 Offering and subsequent to the end of the period ended
      September 30, 2006, the Company received gross and net proceeds of $252,500
      from
      eight outside investors and issued Fall 2006 Notes, which allow conversion
      into
      an aggregate of 9,181,820 shares of common stock.”

    and
      a
      conforming change will be made on page 22 of the Amended Filing.

    Statements
      of Cash Flows. page 6

    4. We
      note that the amount you have disclosed as cash provided by financing activities
      during the nine months ended September 30. 2006 does not agree to amounts
      disclosed on pages 38 and 39. In particular, we note that $802,500 was received
      during the first quarter related to the Third Offering Note and $252,500 was
      received related to the issuance of the Fall 2006 Notes during the three months
      ended September 30. 2006. Please reconcile these amounts and revise your filing
      accordingly.

    Response:
      Upon
      further review of the Second Comment Letter and comment 4 therein, the
      Registrant believes that some disclosure should be modified in the Form
      10-QSB/A, because the disclosure does not unambiguously indicate that (i)
      $252,500 in respect of the Fall 2006 Offering was in fact received subsequent
      to
      the end of the period ended September 30, 2006 and (ii) $25,000 in respect
      of
      the Third Offering was in fact received in the fourth quarter of 2005. The
      Registrant believes that the statements of cash flows are correct but that
      the
      related disclosure should be amended. Accordingly, the Registrant intends to
      amend the Form 10-QSB/A.

    At
      Note
      4, “Third Offering”, first paragraph, on page 21, the disclosure which
      previously read, in relevant part:

    “Of
      this
      amount, $777,500 gross
      and
      net proceeds were recorded during the three-month period ended March 31, 2006,
      and the balance had been raised during 2005, excluding $25,000 received prior
      to
      the year end for which the Third Offering Note was not issued until the
      three-month period ended March 31, 2006.”

    will
      be
      amended to read:

    “Of
      this
      amount, $777,500 gross
      and
      net proceeds were recorded during the three-month period ended March 31, 2006,
      and the balance had been raised during 2005, excluding $25,000 received and
      recorded prior to the year end 2005 but for which the Third Offering Note was
      not issued until the three-month period ended March 31, 2006.”

    Additionally,
      at the last sentence of the first paragraph on page 38, the disclosure which
      previously read, in relevant part:

    “Of
      this
      amount, $802,500 gross and net proceeds were raised during the three-month
      period ended March 31, 2006, and the balance had been raised during
      2005.”

    will
      be
      amended to read:

    “Of
      this
      amount, $777,500 gross and net proceeds were raised during the three-month
      period ended March 31, 2006, and the balance had been raised during
      2005.”

    Additionally,
      because the $252,500 in respect of the Fall 2006 Offering was received in the
      fourth quarter of 2006, not during the third quarter of 2006, as discussed
      in
      response to comment 3 above, the Registrant will amend the disclosure as
      discussed thereinabove.

    Please
      also note, consistent with the Staff’s comment 2 in the First Comment Letter and
      comment 1 in the Second Letter, the Registrant will amend its disclosure in
      response to Part I, Item 3, “Controls and Procedures”, in the Amended Filing.

    In
      connection with the foregoing response, the Registrant acknowledges
      that:

              ·

              It
                is responsible for the adequacy and accuracy of the disclosure in
                its
                filings;

              ·

              Staff
                comments of changes to disclosure in response to Staff comments do
                not
                foreclose the Commission from taking any action with respect to the
                filing; and

              ·

              The
                Registrant 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.

    Please
      respond to the undersigned with any further comments or any other communications
      regarding the Comment Letter.

              Very
                truly yours,

              /s/
                Lance Jon Kimmel

              Lance
                Jon Kimmel

CORRESP
1
filename1.htm

    SEC
      LAW FIRM

    11693
      San Vicente Boulevard, Suite 357

    Los
      Angeles, CA 90049

    Tel.
      310-557-3059

    Fax.
      310-388-1320

    www.seclawfirm.com

    December
      11, 2006

    Ms.
      Ta
      Tanisha Henderon

    Ms.
      Donna
      DiSilvio

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    Washington,
      D.C. 20549

    Dear
      Ms.
      Henderson and Ms. DiSilvio:

    NuWay
      Medical Inc. (the “Registrant”) is responding to the written comments of the
      staff (the “Staff”) of the United States Securities and Exchange Commission (the
“Commission”) dated September 21, 2006 (the “Comment Letter”). The Registrant’s
      responses are keyed to the numbered comments of the Staff contained in the
      Comment Letter, which are set forth in full below immediately preceding each
      response.

    The
      Registrant believes that, as suggested by the Staff, it can modify its
      disclosure, as appropriate, in future filings and requests that the Staff
      confirm its concurrence with this proposed approach to addressing the Staff’s
      comments and that no amendment of any filing is required by the
      Staff.

    Form
      10-KSB for the Fiscal Year Ended December 31, 2005

    Cover
      Page

              1.

              Please
                revise your commission file number to
                000-19709.

    Response:
      The
      Registrant will revise its Commission file number in all future Exchange Act
      filings.

    Item
      8A. Controls and Procedures, page 25

              2.

              You
                state that your management evaluated the effectiveness of your disclosure
                controls and procedures, as defined in Exchange Act Rule 13a-15(e).
                However, your principal executive and financial officers only concluded
                that your disclosure controls and procedures were effective with
                regard to
                certain parts of the definition of disclosure controls and procedures.
                In
                future filings, please revise your disclosure regarding effectiveness
                to
                include the entire definition of disclosure controls and procedures
                in
                Exchange Act Rule 13a-15(e). Additionally, please confirm to us that
                your
                conclusion regarding effectiveness would not change had such disclosure
                been included in this filing.

    Response:
      In
      future filings, the Registrant will revise its disclosure regarding
      effectiveness to include the entire definition of disclosure controls and
      procedures in Exchange Act Rule 13a-15(e). Additionally, the Registrant confirms
      to the Staff that its conclusion regarding effectiveness would not have changed
      had such disclosure been included in this filing.

    Notes
      to Financial Statements

    Note
      8. Loan Agreement - Augustine Loan, page F-18

              3.

              Please
                tell us and revise your disclosures to state where you recorded the
                proceeds allocated to the warrants issued in conjunction with the
                Augustine Loan Agreement.

    Response:
      The
      proceeds allocated to the warrants in the amount of $245,000 was recorded as
      Discount on Notes, Net in the balance sheet when it was originally recorded
      in
      2003. As of December 31, 2003, the amount of $62,131 was reflected in the
      balance sheet. The amounts amortized during 2003 and 2004 and charged to
      interest expense were approximately $181,500 and $61,500,
      respectively.

    Form
      10-QSB for Fiscal Quarter Ended June 30, 2006

    Statements
      of Operations for the … periods ended June 30, 2006 and 2005

              4.

              Please
                revise your net loss per share calculations for the three months
                ended
                June 30, 2006 and 2005 to reflect a figure of $(0.00) or
                null.

    Response:
      In
      future filings, the Registrant will revise the net loss per share calculations
      for the three months ended June 30, 2006 and 2005 to reflect a figure of
      $(0.00).

              5.

              We
                note the revisions to the New Millennium Note which resulted in reduced
                principal and interest totaling approximately $282,000, however it
                is not
                clear if these revisions relate to the reduction to note payable
                and
                accrued interest reflected on the statements of operations in the
                amount
                of $362,320. Please clarify for us and revise
                accordingly.

    Response:
      The
      reduction in principal and interested totaling approximately $282,000 consists
      of a reduction of principal in the amount of $220,000 and a reduction in
      interest in the amount of $62,320, or a total of $282,320. The discrepancy
      between this aggregate amount and the amount of $362,320 reflected in the
      statement of operations is the further result of a clerical error in the amount
      of $80,000. The correct amount that should have been reflected in the statement
      of operations is $282,320. The Registrant noticed the error and filed an amended
      Quarterly Report on Form 10-QSB on November 17, 2006, correcting such error
      in
      the statement of operations.

    Statements
      of Cash Flows for the Six Month Periods Ending June 30, 2006 and
      2005

              6.

              Please
                identify the loans from which you received proceeds in the notes
                to the
                financial statements. In addition, it is not evidence that he reduction
                to
                Note Payable was a cash transaction. Please tell us how the note
                was
                reduced and revise your disclosure as
                appropriate.

    Response:
      As
      indicated in Note 4 to the Notes to Financial Statements, the Registrant
      received proceeds from promissory notes in three different offerings. The terms
      of the loans involved in each of these offerings are described under the
      headings “First Offering”, “Second Offering” and “Third Offering”. Separately,
      the reduction to the note payable in the amount of $282,320 was not a cash
      transaction. The reduction came about as a result of negotiations between New
      Millennium Capital Partners, LLC (“New Millennium”) and the Registrant,
      culminating in an agreement on April 28, 2006, as indicated in Note 7 to the
      Notes to Financial Statements, to amend the promissory note issued by the
      Registrant to New Millennium (the “New Millennium Note”) to (i) extend the due
      date to January 15, 2008; (ii) waive any payments of interest until the New
      Millennium Note becomes due; (iii) reduce the principal amount of the New
      Millennium Note from $1,120,000 to $900,000, equal to New Millennium's basis
      in
      said Note; and (iv) correspondingly reduce the accrued but unpaid interest
      due
      under the terms of the New Millennium Note from $317,956 to $255,636. The
      Registrant believes that the existing disclosure explains both the terms of
      the
      loans made as part of the First Offering, Second Offering and Third Offering,
      as
      well as the circumstances surrounding the reduction of the principal of, and
      accrued but unpaid interest on, the New Millennium Note. However, the Registrant
      is willing to make additional disclosure in future filings if the Staff believes
      that such disclosure would be meaningful.

    In
      connection with the foregoing response, the Registrant acknowledges
      that:

              ·

              It
                is responsible for the adequacy and accuracy of the disclosure in
                its
                filings;

              ·

              Staff
                comments of changes to disclosure in response to Staff comments do
                not
                foreclose the Commission from taking any action with respect to the
                filing; and

              ·

              The
                Registrant 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.

    Please
      respond to the undersigned with any further comments or any other communications
      regarding the Comment Letter.

              Very
                truly yours,

              /s/
                Lance Jon Kimmel

              Lance
                Jon Kimmel

Mail Stop 3561
  November 29, 2006

Lance Jon Kimmel, Esq.
SEC Law Firm
11693 San Vicente Boulevard, Suite 357
Los Angeles, CA 90049

Re: NuWay Medical, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed November 3, 2006
  File No. 0-19709

Dear Mr. Kimmel:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General
1. Please comply with any outstanding comment s that were issued as part of our
review of your Form 10-KSB for fiscal  year ended December 31, 2005 and Forms
10-QSB for fiscal quarters ende d March 31, 2006 and June 30, 2006.

Proposal 2, page 14
2. We note that you are seeking the approval for the acquisition of substantially all
of the assets of IOWC Technologies, Inc. and the issuance of 553,475,300 shares
of your common stock to consummate the acquisition.  Further, it appears that
you are also seeking approval to increase  the number of authorized common stock
from 100,000,000 shares to 200,000,000 shares and to effect a reverse stock split

Lance Jon Kimmel, Esq.
SEC Law Firm
November 29, 2006 Page 2
to facilitate the acquisition.  Accordin gly, it would appear that Items 11, 13 and
14 of Schedule 14A are applicable.  In th is regard, we note th at although you state
your intention to mail your annual and quart erly reports with the proxy statement,
your financial statements have not been included in or incorporated by reference
into the proxy statement.  Further, it al so appears that you have not included pro
forma financial information.  Please revise  to ensure that you have fully addressed
the disclosure requirements of Items 11, 13 and 14 of Schedule 14A or advise.  We may have further comment upon review of your response.

* * *

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Lance Jon Kimmel, Esq.
SEC Law Firm
November 29, 2006 Page 3
Please contact Kurt Murao, Attorney Advisor, at (202)  551-3338, or Ellie
Quarles, Special Counsel, at (202) 551-3238 or me at (202) 551-3720 with any other
questions.

Sincerely,

      H. Christopher Owings
     A s s i s t a n t  D i r e c t o r

cc: Fax: ( 310) 388-1320

Mail Stop 3561

                    September 21, 2006

Mr. Dennis Calvert
Interim Chief Financial Officer
NuWay Medical, Inc.
2603 Main Street, Suite 1155
Irvine, California 92614

  RE: NuWay Medical, Inc.
   Form 10-KSB for Fiscal Year Ended December 31, 2005
   Filed March 31, 2006
Forms 10-QSB for Fiscal Quarters Ended March 31 and June 30, 2006
   File No. 0-19709

Dear Mr. Calvert:

 We have reviewed your filings and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Where indicated, we think you should revise your disclosures in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapp licable or a revision is unnecessary.  Please be
as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-KSB for Fiscal Year Ended December 31, 2005

Mr. Dennis Calvert
NuWay Medical, Inc. September 21, 2006 Page 2

Cover page

1. Please revise your commission file number to 000-19709.

Item 8A. Controls and Procedures, page 25

2. You state that your management evaluated the effectiveness of your disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e).  However, your principal executive and financial officers only concluded that your disclosure controls and procedures were effective with regard to certain parts of the definition of disclosure controls and procedures.  In future filings, please revise your disclosure regarding effectiveness to include the entire definition of disclosure controls and procedures in Exchange Act Rule 13a -15(e).  Additionally, please confirm to us that your conclusion regarding effectiveness would not change had such disclosure been included in this filing.

Notes to Financial Statements

Note 8. Loan Agreement – Augustine Loan, page F-18

3. Please tell us and revise your disclosures to state where you recorded the proceeds allocated to the warrants issued in conjunction with the Augustine Loan Agreement.

Form 10-QSB for Fiscal Quarter Ended June 30, 2006

Statements of Operations for the …periods ended June 30, 2006 and 2005

4. Please revise your net loss per share calculations for the three months ended June 30, 2006 and 2005 to reflect a figure of $(0.00) or null.

5. We note the revisions to the New Millennium Note which resulted in reduced principal and interest totaling approximately $282,000, however it is not clear if these revisions relate to the reduction to note payable and accrued interest reflected on the statements of operations in the amount of $362,320.  Please clarify for us and revise accordingly.

Statements of Cash Flows for the Six Month Periods Ending June 30, 2006 and 2005

6. Please identify the loans from which you received proceeds in the notes to the financial statements.  In addition, it is not evident that the reduction to Note Payable was a cash transaction.  Please tell us how the note was reduced and revise your disclosure as appropriate.

Mr. Dennis Calvert
NuWay Medical, Inc. September 21, 2006 Page 3

 As appropriate, please revise your disclosures in future filings and respond to these
comments within 10 business days or tell us when you will provide us with a response.  Please furnish a response letter that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please file your response letter as a correspondence file on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

• 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.

 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.

 You may contact Staff Accountant Ta Tanisha Henderson at (202) 551-3322, or in her
absence, Donna DiSilvio at (202) 551-3202, if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3841 with any other questions.

Mr. Dennis Calvert
NuWay Medical, Inc. September 21, 2006 Page 4

  Sincerely,

  Michael Moran
 Branch Chief

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>nu.txt
<DESCRIPTION>BURNETT: LETTER DATED 9/14/04 RE ITEM 4.01 8-K FILED 9/10/04
<TEXT>

Mail Stop 0308

							September 14, 2004

Dennis Calvert
Chief Executive Officer
Nuway Medical, Inc.
23461 South Pointe Drive, Suite 200
Laguna Hills, CA  92653

	RE:	Nuway Medical, Inc.
		Item 4.01 Form 8-K filed September 10, 2004
          		File No. 0-19709

Dear Mr. Calvert:

    We have reviewed the above referenced filing and have the
following comments.  We welcome any questions you may have about our
comments.  Feel free to contact us at the telephone numbers listed at
the end of this letter.

1. You state that you mutually agreed to terminate the engagement of
H&W; however we do not believe this meets the requirements of Rule
304 of Regulation S-B.  Please revise to disclose whether you
dismissed the auditors or if they resigned.

2. The fourth paragraph states that there were no disagreements
through August 9, 2004.  Since September 9, 2004 is the date of
dismissal/resignation, this is the date you should use for the
disclosure in the fourth paragraph.  Please revise.

 	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require.
Since the company and its management are in possession of all facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Nuway Medical, Inc.
September 14, 2004
Page 2

	In connection with responding to our comments, please provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

	Please file your amendment within 5 business days of the date of
this letter or advise us when you will file the amendment.  The
amendment should include an updated letter from your former
accountants indicating that they agree with the disclosures as
revised.

	Any questions regarding the above should be directed to me at
(202) 942-1809, or in my absence, to Robert Benton at (202) 942-1811.

							Sincerely,

							Robert Burnett
						            Staff Accountant

</TEXT>
</DOCUMENT>