SecProbe.io

CORRESP
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 BioRestorative Therapies, Inc.

 40 Marcus Drive, Suite One

 Melville, New York 11747

 February 10, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

 Re:

 BioRestorative Therapies, Inc.

 Registration Statement on Form S-1

 Filed February 9, 2026

 File No. 333-293322

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, BioRestorative Therapies, Inc. (the “Registrant”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 5:00 p.m. ET on February 11, 2026, or as soon thereafter as practicable.  The Registrant hereby authorizes Fred Skolnik, an attorney with the Registrant’s outside legal counsel, Certilman Balin Adler & Hyman, LLP, to orally modify or withdraw this request for acceleration.

 The Registrant hereby acknowledges that:

 •

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

 •

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

 •

 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.

 The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Mr. Skolnik at (516) 476-7486 or (516) 296-7048.  Please also provide a copy of the Commission’s order declaring the Registration Statement on Form S-1 effective to Mr. Skolnik via email at fskolnik@certilmanbalin.com and via mail at Certilman Balin Adler & Hyman, LLP, 90 Merrick Avenue, 9 th Floor, East Meadow, NY 11554.

 Very truly yours,

 /s/ Lance Alstodt

 Lance Alstodt

 President and Chief Executive Officer

 cc:

 Certilman Balin Adler & Hyman, LLP

CORRESP
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 BioRestorative Therapies, Inc.
 40 Marcus Drive, Suite One
 Melville, New York 11747

 December 8, 2025

 VIA EDGAR
 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, NE
 Washington, DC 20549

 Re:

 BioRestorative Therapies, Inc.
 Registration Statement on Form S-1
 Filed November 18, 2025
 File No. 333-291623

 Ladies and Gentlemen:
 Pursuant to Rule 461 under the Securities Act of 1933, as amended, BioRestorative Therapies, Inc. (the “Registrant”)
 hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 5:00 p.m. ET on December 10, 2025, or as soon thereafter as practicable.  The Registrant hereby authorizes Fred Skolnik, an
 attorney with the Registrant’s outside legal counsel, Certilman Balin Adler & Hyman, LLP, to orally modify or withdraw this request for acceleration.
 The Registrant hereby acknowledges that:

 •

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

 •

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

 •

 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.

 The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Mr. Skolnik at
 (516) 476-7486.  Please also provide a copy of the Commission’s order declaring the Registration Statement on Form S-1 effective to Mr. Skolnik via email at fskolnik@certilmanbalin.com
 and via mail at Certilman Balin Adler & Hyman, LLP, 90 Merrick Avenue, 9 th Floor, East Meadow, NY 11554.

 Very truly yours,

 / s/ Lance Alstodt
 Lance Alstodt
 President and Chief Executive Officer

 cc:   Certilman Balin Adler & Hyman, LLP

CORRESP
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  BioRestorative Therapies, Inc.

  40 Marcus Drive, Suite One

  Melville, New York 11747

  April 17, 2024

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, NE

  Washington, DC 20549

  Re:        BioRestorative Therapies, Inc.

  Registration Statement on Form S-1

  Filed April 3, 2024

  File No. 333-278488

  Ladies and Gentlemen:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, BioRestorative Therapies, Inc. (the “Registrant”) hereby requests acceleration of effectiveness of the above referenced Registration
    Statement so that it will become effective at 5:00 p.m. ET on April 18, 2024, or as soon thereafter as practicable.  The Registrant hereby authorizes Fred Skolnik, an attorney with the Registrant’s outside legal counsel, Certilman Balin Adler &
    Hyman, LLP, to orally modify or withdraw this request for acceleration.

  The Registrant hereby acknowledges that:

        •

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

        •

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

        •

          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.

  The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Mr. Skolnik at (516) 476-7486.  Please also provide a copy of the Commission’s order declaring the
    Registration Statement on Form S-1 effective to Mr. Skolnik via email at fskolnik@certilmanbalin.com and via mail at Certilman Balin Adler & Hyman, LLP, 90 Merrick Avenue, 9th Floor, East Meadow, NY 11554.

  Very truly yours,

  /s/ Lance Alstodt

  Lance Alstodt

  President and Chief Executive Officer

  cc: Certilman Balin Adler & Hyman, LLP

United States securities and exchange commission logo
April 11, 2024
Lance Alstodt
President and Chief Executive Officer
BioRestorative Therapies, Inc.
40 Marcus Drive, Suite One
Melville, New York 11747
Re:BioRestorative Therapies, Inc.
Registration Statement on Form S-1
Filed April 3, 2024
File No. 333-278488
Dear Lance Alstodt:
            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 Jessica Ansart at 202-551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Fred Skolnik

CORRESP
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  BioRestorative Therapies, Inc.

    40 Marcus Drive, Suite One

    Melville, New York 11743

  February 13, 2023

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, NE

  Washington, DC 20549

  Re:         BioRestorative Therapies, Inc.

  Registration Statement on Form S-3

  Filed February 7, 2023

    File No. 333-269631

  Ladies and Gentlemen:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, BioRestorative Therapies, Inc.
    (the “Registrant”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 5:00 p.m. ET on February 14, 2023, or as soon thereafter as practicable. The Registrant hereby
    authorizes Fred Skolnik, an attorney with the Registrant’s outside legal counsel, Certilman Balin Adler & Hyman, LLP, to orally modify or withdraw this request for acceleration.

  The Registrant hereby acknowledges that:

            •

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

            •

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

            •

            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.

  The Registrant
      respectfully requests that it be notified of such effectiveness by a telephone call to Mr. Skolnik at (516) 296-7048. Please also provide a copy of the Commission’s order declaring the Registration Statement on Form S-3 effective to Mr. Skolnik via
      email at fskolnik@certilmanbalin.com  and via mail at Certilman Balin Adler &
      Hyman, LLP, 90 Merrick Avenue, 9th Floor, East Meadow, NY 11554.

  Very truly yours,

   /s/ Lance Alstodt

  Lance Alstodt

  President and Chief Executive Officer

  cc:  Certilman Balin Adler & Hyman, LLP

United States securities and exchange commission logo
February 10, 2023
Lance Alstodt
President and Chief Executive Officer
BioRestorative Therapies, Inc.
40 Marcus Drive, Suite One
Melville, New York 11747
Re:BioRestorative Therapies, Inc.
Registration Statement on Form S-3
Filed February 7, 2023
File No. 333-269631
Dear Lance Alstodt:
            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 Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Fred Skolnik, Esq.

CORRESP
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  BioRestorative Therapies, Inc.

  40 Marcus Drive, Suite One

  Melville, New York 11747

  June 13, 2022

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, NE

  Washington, DC 20549

  Re:        BioRestorative Therapies, Inc.

  Registration Statement on Form S-3

  Filed May 18, 2022

  File No. 333-265052

  Ladies and Gentlemen:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, BioRestorative Therapies, Inc. (the
    “Registrant”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 5:00 p.m. ET on June 16, 2022, or as soon thereafter as practicable.  The Registrant hereby authorizes Fred
    Skolnik, an attorney with the Registrant’s outside legal counsel, Certilman Balin Adler & Hyman, LLP, to orally modify or withdraw this request for acceleration.

  The Registrant hereby acknowledges that:

        •

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

        •

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

        •

          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.

  The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Mr.
    Skolnik at (516) 296-7048.  Please also provide a copy of the Commission’s order declaring the Registration Statement on Form S-3 effective to Mr. Skolnik via email at fskolnik@certilmanbalin.com and via mail at Certilman Balin Adler & Hyman, LLP, 90 Merrick Avenue, 9th Floor, East Meadow, NY 11554.

  Very truly yours,

  /s/ Lance Alstodt

  Lance Alstodt

  President and Chief Executive Officer

  cc: Certilman Balin Adler & Hyman, LLP

United States securities and exchange commission logo
May 20, 2022
Lance Alstodt
Chief Executive Officer
BioRestorative Therapies, Inc.
40 Marcus Drive, Suite One
Melville, New York 11747
Re:BioRestorative Therapies, Inc.
Registration Statement on Form S-3
Filed May 18, 2022
File No. 333-265052
Dear Mr. Alstodt:
            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 Dorrie Yale at 202-551-8776 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Fred Skolnik, Esq.

CORRESP
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  BioRestorative Therapies, Inc.

  40 Marcus Drive, Suite One

  Melville, New York 11747

  November 3, 2021

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, NE

  Washington, DC 20549

            Re:

            BioRestorative Therapies, Inc.

            Registration Statement on Form S-1

            Filed August 6, 2021

            File No. 333-258611

  Ladies and Gentlemen:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, BioRestorative Therapies, Inc. (the “Registrant”)
    hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 5:00 p.m. ET on November 4, 2021, or as soon thereafter as practicable.  The Registrant hereby authorizes Fred Skolnik, an
    attorney with the Registrant’s outside legal counsel, Certilman Balin Adler & Hyman, LLP, to orally modify or withdraw this request for acceleration.

  The Registrant hereby acknowledges that:

        •

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

        •

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

        •

          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.

  The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Mr. Skolnik at
    (516) 296-7048.  Please also provide a copy of the Commission’s order declaring the Registration Statement on Form S-1 effective to Mr. Skolnik via email at fskolnik@certilmanbalin.com
    and via mail at Certilman Balin Adler & Hyman, LLP, 90 Merrick Avenue, 9th Floor, East Meadow, NY 11554.

            Very truly yours,

          /s/ Lance Alstodt

          Lance Alstodt

          President and Chief Executive Officer

  cc: Certilman Balin Adler & Hyman, LLP

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    Roth Capital Partners, LLC

    888 San Clemente Drive

    Newport Beach, CA 92660

    November 3, 2021

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C.  20549

    Re: BioRestorative Therapies, Inc. (the “Company”)

     Registration Statement on Form S-1 (File No. 333-258611)

    Ladies and Gentlemen:

    In connection with the above-captioned registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended
      (the “Act”), Roth Capital Partners, LLC, as the representative of the underwriters, hereby joins in the request of the Company that the effective date of such registration statement be accelerated to 5:00 p.m. (Eastern time) on Thursday, November 4,
      2021, or as soon thereafter as practicable.

    In making this request the undersigned acknowledges that it is aware of its obligations under the Act as they relate to the public
      offering of securities pursuant to the registration statement.

    [Signature Page Follows]

    Very truly yours,

    ROTH CAPITAL PARTNERS, LLC,

    As the Representative of the Underwriters

    By: /s/ Aaron M. Gurewitz

    Name:        Aaron M. Gurewitz

    Title:          Head of Equity
        Capital Markets

United States securities and exchange commission logo
August 13, 2021
Lance Alstodt
Chief Executive Officer
BioRestorative Therapies, Inc.
40 Marcus Drive, Suite One
Melville, New York 11747
Re:BioRestorative Therapies, Inc.
Registration Statement on Form S-1
Filed August 6, 2021
File No. 333-258611
Dear Mr. Alstodt:
            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 Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Fred Skolnik, Esq.

CORRESP
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    brtacceleration110615.htm

BioRestorative Therapies, Inc.

40 Marcus Drive, Suite One

Melville, NY 11747

November 6, 2015

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 Re:

BioRestorative Therapies, Inc.

Registration Statement on Form S-l

Filed June 3, 2015, as amended

File No. 333-204672

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BioRestorative Therapies, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-204672), as amended (the “Registration Statement”), so that it may become effective at 5:00 PM, Eastern time, on November 9, 2015, or as soon thereafter as practicable.  The Registrant hereby authorizes each of Fred Skolnik and Nicholas Venditto, attorneys with the Registrant’s outside legal counsel, Certilman Balin Adler & Hyman, LLP, to orally modify or withdraw this request for acceleration.

The Registrant hereby acknowledges that:

•

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;

•

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

•

the Registrant may not assert staff comments 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.

The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Mr. Skolnik at (516) 296-7048, or in his absence to Mr. Venditto at (516) 296-7072.

Very truly yours,

By:

/s/ Mark Weinreb

Mark Weinreb

President and Chief Executive Officer

cc:           Certilman Balin Adler & Hyman, LLP

CORRESP
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    brtacceleration102715.htm

BioRestorative Therapies, Inc.

40 Marcus Drive, Suite One

Melville, NY 11747

October 27, 2015

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:

BioRestorative Therapies, Inc.

Registration Statement on Form S-l

Filed June 3, 2015, as amended

File No. 333-204672

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BioRestorative Therapies, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-204672), as amended (the “Registration Statement”), so that it may become effective at 5:00 PM, Eastern time, on October 28, 2015, or as soon thereafter as practicable.  Under separate cover, you will receive a letter from the sole underwriter of the proposed offering joining the Registrant’s request for acceleration of effectiveness of the Registration Statement.  The Registrant hereby authorizes each of Fred Skolnik and Nicholas Venditto, attorneys with the Registrant’s outside legal counsel, Certilman Balin Adler & Hyman, LLP, to orally modify or withdraw this request for acceleration.

The Registrant hereby acknowledges that:

•

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;

•

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

•

the Registrant may not assert staff comments 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.

The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Mr. Skolnik at (516) 296-7048, or in his absence to Mr. Venditto at (516) 296-7072.

Very truly yours,

/s/ Mark Weinreb

Mark Weinreb

President and Chief Executive Officer

cc:           Certilman Balin Adler & Hyman, LLP

CORRESP
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    aegis10272015.htm

AEGIS CAPITAL CORP.

810 Seventh Avenue

18th Floor

New York, NY 10019

October 27, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

BioRestorative Therapies, Inc. (the “Company”)

Registration Statement, as amended on Form S-1 (File No. 333-204672)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), Aegis Capital Corp., as underwriter, hereby joins in the request of the Company for the acceleration of the effective date of the above-referenced Registration Statement, so that it will become effective at 5:00 p.m., eastern daylight savings time, on Wednesday, October 28, 2015, or as soon thereafter as practicable.

We hereby authorize each of Lawrence G. Nusbaum, Esq., Andrew Russell, Esq. and Bryan S. Dixon, Esq. of Gusrae Kaplan Nusbaum PLLC, attorneys for the underwriter, to orally modify or withdraw this request for acceleration.

Pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as underwriter, represents that it has and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page to follow]

Very truly yours,

AEGIS CAPITAL CORP.

By:

/s/ Nils Ericson

Name: Nils Ericson

Title: Chief Compliance Officer

[Signature Page to Acceleration Request]

CORRESP
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AEGIS CAPITAL CORP.

810 Seventh Avenue

18th Floor

New York, NY 10019

October 26, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: BioRestorative Therapies, Inc. (the “Company”)

Registration
Statement, as amended on Form S-1 (File No. 333-204672)

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended
(the “Securities Act”), Aegis Capital Corp., as underwriter, hereby joins in the request of the Company for
the acceleration of the effective date of the above-referenced Registration Statement, so that it will become effective at 5:00
p.m., eastern daylight savings time, on Tuesday, October 27, 2015, or as soon thereafter as practicable.

We hereby authorize
each of Lawrence G. Nusbaum, Esq., Andrew Russell, Esq. and Bryan S. Dixon, Esq. of Gusrae Kaplan Nusbaum PLLC, attorneys for the
underwriter, to orally modify or withdraw this request for acceleration.

Pursuant to Rule 460
under the Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated
to be invited to participate in the distribution of the securities, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as
underwriter, represents that it has and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

[Signature page to follow]

Very
truly yours,

AEGIS
CAPITAL CORP.

By:  /s/ Nils Ericson

Name: Nils Ericson

Title: Chief Compliance Officer

[Signature Page to Acceleration Request]

CORRESP
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BioRestorative Therapies, Inc.

40 Marcus Drive, Suite One

Melville, NY 11747

October
26, 2015

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 Re: BioRestorative Therapies, Inc.

Registration
Statement on Form S-l

Filed
June 3, 2015, as amended

File
No. 333-204672

Request
for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, BioRestorative Therapies, Inc. (the “Registrant”)
hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-204672), as amended
(the “Registration Statement”), so that it may become effective at 5:00 PM, Eastern time, on October 27, 2015,
or as soon thereafter as practicable. Under separate cover, you will receive a letter from the sole underwriter of the proposed
offering joining the Registrant’s request for acceleration of effectiveness of the Registration Statement. The Registrant
hereby authorizes each of Fred Skolnik and Nicholas Venditto, attorneys with the Registrant’s outside legal counsel, Certilman
Balin Adler & Hyman, LLP, to orally modify or withdraw this request for acceleration.

The Registrant hereby
acknowledges that:

 • 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;

 • 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

 • the Registrant may not assert staff comments 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.

The Registrant respectfully
requests that it be notified of such effectiveness by a telephone call to Mr. Skolnik at (516) 296-7048, or in his absence to Mr.
Venditto at (516) 296-7072.

Very truly yours,

/s/ Mark Weinreb

Mark Weinreb

President and Chief Executive
Officer

 cc: Certilman Balin Adler & Hyman, LLP

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    bioacceleration.htm

BioRestorative Therapies, Inc.

40 Marcus Drive, Suite One

Melville, NY 11747

      October 20, 2015

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

 Re:
BioRestorative Therapies, Inc.

Registration Statement on Form S-l

Filed June 3, 2015, as amended

File No. 333-204672

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BioRestorative Therapies, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-204672), as amended (the “Registration Statement”), so that it may become effective at 5:00 PM, Eastern time, on October 21, 2015, or as soon thereafter as practicable.  Under separate cover, you will receive a letter from the sole underwriter of the proposed offering joining the Registrant’s request for acceleration of effectiveness of the Registration Statement.  The Registrant hereby authorizes Fred Skolnik, an attorney with the Registrant’s outside legal counsel, Certilman Balin Adler & Hyman, LLP, to orally modify or withdraw this request for acceleration.

The Registrant hereby acknowledges that:

•

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;

•

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

•

the Registrant may not assert staff comments 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.

The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Mr. Skolnik at (516) 296-7048, or in his absence to Nicholas Venditto, an attorney at Certilman Balin Adler & Hyman, LLP, at (516) 296-7072.

Very truly yours,

By:

/s/ Mark Weinreb

Mark Weinreb

President and Chief Executive Officer

cc:           Certilman Balin Adler & Hyman, LLP

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AEGIS CAPITAL CORP.

810 Seventh Avenue

18th Floor

New York, NY 10019

October 19, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:
BioRestorative Therapies, Inc. (the “Company”)

Registration Statement, as amended on Form S-1 (File No. 333-204672)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), Aegis Capital Corp., as underwriter, hereby joins in the request of the Company for the acceleration of the effective date of the above-referenced Registration Statement, so that it will become effective at 5:00 p.m., eastern daylight savings time, on Wednesday, October 21, 2015, or as soon thereafter as practicable.

We hereby authorize each of Lawrence G. Nusbaum, Esq., Andrew Russell, Esq. and Bryan S. Dixon, Esq. of Gusrae Kaplan Nusbaum PLLC, attorneys for the underwriter, to orally modify or withdraw this request for acceleration.

Pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as underwriter, represents that it has and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page to follow]

 Very truly yours,

AEGIS CAPITAL CORP.

By:

/s/ David Hentschel

Name: David Hentschel

Title: Compliance Officer

[Signature Page to Acceleration Request]

June 10, 2015

Via E -mail
Mr. Mark Weinreb
President and Chief Executive Officer
BioRestorative Therapies, Inc.
40 Marcus Drive, Suite One
Melville, New York 11747

Re: BioRestorative Therapies, Inc.
  Registration Statement on Form S-1
Filed  June 3, 2015
  File No.  333-204672

Dear Mr. Weinreb :

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

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 Securities Act of 193 3 and
all applicable Securities  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.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Mark Weinreb
BioRestorative Therapies, Inc.
June 10, 2015
Page 2

 Please refer to Rules 460 and  461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities  under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Erin Wilson  at (202) 551 -6047  with any questions.

Sincerely,

/s/ Pamela Howell
for

 John Reynolds
Assistant Director

October  19, 2012

Via E -mail
Mark Weinreb
Chief Executive Officer
BioRestorative Therapies, Inc.
555 Heritage Drive
Jupiter, Florida  33458

Re: BioRestorative Therapies, Inc.
Preliminary Proxy  Statement on Schedule 14A
Filed October 5, 2012
  File No. 000-54402

Dear Mr. Weinreb :

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 filin g 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 d isclosure 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/ David Link for

John Reynolds
Assistant Director

cc: Fred Skolnik, Esq.
Certilman Balin Adler &  Hyman, LL

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FRED S. SKOLNIK

PARTNER

DIRECT DIAL 516.296.7048

fskolnik@certilmanbalin.com

October 18, 2012

United States Securities and Exchange Commission

450 Fifth Street N.W.

Washington, DC  20549

Re:           BioRestorative Therapies, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed October 5, 2012

File No. 000-54402

Ladies and Gentlemen:

We act as counsel for BioRestorative Therapies, Inc. (the “Company”).  We refer to the Staff’s letter dated October 16, 2012 to Mark Weinreb, Chief Executive Officer of the Company, with respect to the Company’s Preliminary Proxy Statement on Schedule 14A filed with the Commission on October 5, 2012.  Mr. Weinreb has referred the Staff’s letter to us for a response.  In that regard, on behalf of the Company, we respond to the comment in the Staff’s letter with respect to the Preliminary Proxy Statement as follows:

General

1.           Comment:  We note your statement that approval of proposal no. 3 constitutes authorization for the Board to independently reduce the number of authorized shares of common stock in the same proportion as your potential reverse split. Please revise your proxy card to provide for a separate vote upon the authorization of a reduction in your authorized shares. Alternatively please tell us why this aspect of your proposal should not be unbundled from the authorization of your reverse split. Please note that your proxy statement must identify clearly and impartially each separate matter intended to be acted upon. Refer to Exchange Act Rule 14a-4(a)(3).

Response:  The reduction in authorized shares of common stock has been made a separate proposal in the proxy statement and proxy card.

Attached hereto is a letter from the Company acknowledging that:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

Securities and Exchange Commission

October 18, 2012

Page

·

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.

If there are further comments or questions, please contact the undersigned at (516) 296-7048.

Very truly yours,

/s/ Fred Skolnik

Fred Skolnik

FS/bh

Attachment

cc:           Mark Weinreb, CEO

BioRestorative Therapies, Inc.

October 18, 2012

United States Securities and Exchange Commission

450 Fifth Street N.W.

Washington, DC  20549

Re:           BioRestorative Therapies, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed October 5, 2012

File No. 000-54402

Ladies and Gentlemen:

In connection with the above referenced preliminary proxy statement, we acknowledge that:

·

we are 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

·

we 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,

BIORESTORATIVE THERAPIES, INC.

By:  /s/ Mark Weinreb

       Mark Weinreb, Chief Executive Officer

555 Heritage Drive - Suite 130 • Jupiter, FL 33458 • Tel: (561) 904-6070 • Fax: (561) 429-5684 • info@biorestorative.com

www.biorestorative.com

October  16, 2012

Via E -mail
Mark Weinreb
Chief Executive Officer
BioRestorative Therapies, Inc.
555 Heritage Drive
Jupiter, Florida  33458

Re: BioRestorative Therapies, Inc.
Preliminary Proxy  Statement on Schedule 14A
Filed October 5, 2012
  File No. 000-54402

Dear Mr. Weinreb :

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 this letter by amending 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 circumstances 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 may have  additional comments.

General

1. We note your statement that approval of proposal no. 3 constitute s authorization for the
Board  to independently  reduce the number of authorized shares of common  stock  in the
same proportion as your potential reverse split.  Please revise your proxy card to provide
for a separate vote upon the authorization of a reduction in your authorized  shares.
Alternatively please tell us why this aspect of your proposal should not be unbundled
from the authorization of your reverse split.  Please note  that your proxy statement must
identify clearly and impartially each separate matter intended to be a cted upon.  Refer to
Exchange Act Rule 14a -4(a)(3) .

Mark Weinreb
BioRestorative Therapies, Inc.
October 16 , 2012
Page 2

 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 Securities Exchange Act of
1934 and all applicable 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.

 In responding to our c omments, 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 forecl ose
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.

Please co ntact Adam F. Turk at (202) 551 -3657 or James Lopez at (202) 551 -3536  with
any questions.

Sincerely,

 /s/ James Lopez (for)

John Reynolds
Assistant Director

cc: Fred Skolnik, Esq.
Certilman Balin Adler & Hyman, LL

November 23, 2011
Via E-Mail
Mark Weinreb, Chief Executive Officer BioRestorative Therapies, Inc.  555 Heritage Drive Jupiter, FL 33458

Re: BioRestorative Therapies, Inc. (f/k/a Stem Cell Assurance, Inc.)
Amendment No. 3 to Form 10 Filed November 14, 2011 File No. 000-54402

Dear Mr. Weinreb:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ Pamela Howell
 for
         John Reynolds
Assistant Director

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90 Merrick Avenue, 9th Floor

East MEeadow, NY  11554

Phone: 516.296.7000 * Fax: 516.296.7111

www.certilmanbalin.com

FRED S. SKOLNIK

PARTNER

DIRECT DIAL 516.296.7048

fskolnik@certilmanbalin.com

November 10, 2011

United States Securities and Exchange Commission

450 Fifth Street N.W.

Washington, DC  20549

Re:           BioRestorative Therapies, Inc. (f/k/a Stem Cell Assurance, Inc.)

Amendment No. 2 to Form 10 Registration Statement

Filed September 6, 2011

File No. 0-54402

Ladies and Gentlemen:

We act as counsel for BioRestorative Therapies, Inc. (formerly known as Stem Cell Assurance, Inc.) (the “Company”).  We refer to the Staff’s letter dated October 6, 2011 to Mark Weinreb, Chief Executive Officer of the Company, with respect to Amendment No. 2 to the Company’s Form 10 Registration Statement filed with the Commission on September 6, 2011.  Mr. Weinreb has referred the Staff’s letter to us for a response.  In that regard, on behalf of the Company, we respond to the comments in the Staff’s letter with respect to the Form 10 as follows:

Overview, page 1

1.           Comment:  We note your response to comment one, relating to the Overview section, of our letter dated August 8, 2011, and we reissue it in part. Please revise either your Overview section or the various areas where you cross-reference to more detailed discussions of components of your business plan to clarify the impact the lack of funding would have on the timing and your ability to implement your business plan.

Response:  A more detailed discussion has been included in Item 1 with respect to the components of the Company’s business plan, including a prioritization as to the use of proceeds received.

Securities and Exchange Commission

November 10, 2011

Page 2

Availability of Funds, page 41

2.           Comment:  We note your response to comment 8 of our letter dated August 8, 2011, and we reissue it. Please revise to disclose the material terms and conditions of all material debt financing on an individual basis. We note that your table on page 41 still aggregates the various notes and does not disclose the identity of the lenders, any conditions, covenants, or other provisions that may be material.

Response:  The Staff’s comment has been addressed.  The Staff is advised that all material provisions with respect to the debt financings have been disclosed.

Executive Compensation, page 50

3.           Comment:  We note your response to comment 12 of our letter dated August 8, 2011, and we reissue it. Since Ms. McConnell was issued shares of stock as part of her termination agreement, it appears that the grant date fair value of this award should be included in the summary compensation table. Please revise your summary compensation table accordingly.

Response:  The grant date fair value of the stock award has been included in the summary compensation table for Ms. McConnell.

Certain Relationships and Related Party Transactions, page 53

4.           Comment:  We note your response to comment 13 of our letter dated August 8, 2011, and we reissue it. Please revise to clarify Mr. Berger’s relationship with Stem Cell Research Company, LLC and why his termination agreement directed Stem Cell Research to receive $180,000 and why Stem Cell Research agreed to the voting proxy for its shares in connection with Mr. Berger’s termination. It is unclear why Mr. Berger is a party to your agreements with Stem Cell Research and why Stem Cell Research is a party to Mr. Berger’s termination agreement.

Response:  As indicated in the Form 10, the Company does not have any knowledge as to any control that Mr. Berger may currently exercise with respect to Stem Cell Research.  As disclosed, the Company has been advised that Ms. McConnell is the President and sole member of Stem Cell Research.  Mr. Berger and Stem Cell Research are parties to the Termination Agreement because they were both parties to the original employment agreement that was being terminated.  The Company followed Mr. Berger’s instructions as to the payment of the $180,000 to Stem Cell Research.  Stem Cell Research agreed to the voting proxy in consideration of the Company’s payment obligation to it.

Securities and Exchange Commission

November 10, 2011

Page 3

If there are further comments or questions, please contact the undersigned at (516) 296-7048 (or fax: (516) 296-7111).

Very truly yours,

           /s/ Fred Skolnik

Fred Skolnik

FS/bh

Attachment

cc:           Mark Weinreb, CEO

BioRestorative Therapies, Inc.

October 6, 2011
Via E-Mail
Mark Weinreb, Chief Executive Officer BioRestorative Therapies, Inc. (f /k/a Stem Cell Assurance, Inc.)
555 Heritage Drive Jupiter, FL 33458

Re: BioRestorative Therapies, Inc. (f/k/a Stem Cell Assurance, Inc.)
Amendment No. 2 to Form 10 Filed September 6, 2011 File No. 000-54402

Dear Mr. Weinreb:
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 may have additional comments.

General

 Overview, page 1

 1. We note your response to comment one, relating to the Overview section, of our letter
dated August 8, 2011, and we reissue it in part .  Please revise either your Overview
section or the various areas where you cross- reference to more detailed discussions of
components of your business plan to clarify th e impact the lack of funding would have on
the timing and your ability to implement your business plan.
  Availability of Funds, page 41

2. We note your response to comment 8 of our letter dated August 8, 2011, and we reissue
it.  Please revise to disclose the material  terms and conditions of all material debt

Mark Weinreb
BioRestorative Therapies, Inc. (f /k/a Stem Cell Assurance, Inc.)
October 6, 2011 Page 2

 financing on an individual basis.  We note that your table on page 41 still aggregates the
various notes and does not disclose the ident ity of the lenders, any conditions, covenants,
or other provisions th at may be material.

Executive Compensation, page 50

3. We note your response to comment 12 of our letter dated August 8, 2011, and we reissue
it.  Since Ms. McConnell was issu ed shares of stock as part of her termination agreement,
it appears that the grant date fair value of this award should be included in the summary
compensation table.  Please revise your  summary compensation table accordingly.
 Certain Relationships and Relate d Party Transactions, page 53

 4. We note your response to comment 13 of our letter dated August 8, 2011, and we reissue
it.  Please revise to clarify Mr. Berger’s relationship with Stem Cell Research Company,
LLC and why his termination agreement di rected Stem Cell Research to receive
$180,000 and why Stem Cell Research agreed to the voting proxy for its shares in connection with Mr. Berger’s te rmination.  It is unclear why Mr. Berger is a party to your
agreements with Stem Cell Research and w hy Stem Cell Research is a party to Mr.
Berger’s termination agreement.

Questions may be directed to Edwin S. Ki m at (202) 551-3297 or Pam Howell, Special
Counsel, at (202) 551-3357.
Sincerely,
         / s /  P a m e l a  H o w e l l          f o r           John Reynolds
Assistant Director

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90 Merrick Avenue, 9th Floor

East MEeadow, NY  11554

Phone: 516.296.7000 * Fax: 516.296.7111

www.certilmanbalin.com

Fred Skolnik

Partner

Direct Dial 516.296.7048

fskolnik@certilmanbalin.com

September 6, 2011

United States Securities and Exchange Commission

450 Fifth Street N.W.

Washington, DC  20549

Re:           BioRestorative Therapies, Inc. (formerly Stem Cell Assurance, Inc.)

Amendment No. 1 to Form 10 Registration Statement

Filed July 11, 2011

File No. 0-54402

Ladies and Gentlemen:

We act as counsel for BioRestorative Therapies, Inc. (formerly Stem Cell Assurance, Inc.) (the “Company”).  We refer to the Staff’s letter dated August 8, 2011 to Mark Weinreb, Chief Executive Officer of the Company, with respect to Amendment No. 1 to the Company’s Form 10 Registration Statement filed with the Commission on July 11, 2011.  Mr. Weinreb has referred the Staff’s letter to us for a response.  In that regard, on behalf of the Company, we respond to the comments in the Staff’s letter with respect to the Form 10 as follows:

Overview, page 1

1.            Comment:  We reissue comment one of our letter dated June 6, 2011. Please provide a more detailed discussion of your business plan. Clearly disclose the milestones for each part of your business plan, including the estimated time frame for each milestone, the estimated costs and the intended sources of funding. In response to our prior comment you have instead provided very general disclosure of the business plan, rather than the various milestones that are needed to implement each phase of your business plan.

Response:  A more detailed discussion has been included in Item 1 with respect to the estimated timeframe for each milestone of the Company’s business plan, the estimated costs involved in each milestone and the intended source of funds.  Appropriate cross-references have been included in the “Overview” section.

2.            Comment: While we note the general statement on page one that the implementation of the business plan will require sufficient equity or debt financing to fund your operations, please revise the disclosure to clearly state the intended source(s) of funding, whether you have any funding sources to date, and the impact on your business plan if you are unable to obtain such funding. In addition, we note the estimated costs and time frame for implementing parts of your business plan. Given the significant funding needed, please explain how you determined the time frame and discuss whether you currently have the funding for that particular part of your business plan.

Securities and Exchange Commission

September 6, 2011

Page 2

Response:  Additional disclosures and cross-references have been included in the “Overview” section with regard to the Company’s funding needs.

Strategy, page 1

1.            Comment: We note your response to comment six of our letter dated June 6, 2011, and we reissue it.  It is unclear why you provide disclosure of a strategy that is “[s]ubject to the relaxation of strict domestic regulatory restrictions.” Please revise to clarify whether you have a basis for believing the regulatory restrictions that prevent you from operating parts of your business in the United States may be changed in the near future. Otherwise this statement and your contingent plans for U.S. locations for your stem cell therapy clinic and other products appear speculative.

Response:  The language has been revised to address the Staff’s concern.

Brown Adipose (Fat) Program, page 2

2.            Comment:  Please revise to clarify what you mean by “platform technology that involves the use of brown fat cell-based therapeutic/cosmetic program.” It is unclear if this is a HCT/P that would be subject to FDA regulations as described on page 7. Further, it is unclear if this is a product that has already been developed or would be developed by your Jupiter laboratory.

Response:  The Staff’s comment has been addressed.

Stem Pearls, page 5

3.            Comment:  We note your response to comment nine of our letter dated June 6, 2011, and we reissue it in part. Please revise to clarify what steps the Company has performed in its Stem Pearls line of business. For example, please clarify whether you have developed Stem Pearls products, whether you are in the design phase, whether you have prototype products, etc. Please discuss in greater detail this proposed product. See Item 101(h)(4)(i) of Regulation S-K.

Response:  The Staff’s comment has been addressed.

Customers, page 6

4.            Comment:  We note that your website www.stemcellassurance.com is operational. Please disclose this website as well.

Securities and Exchange Commission

September 6, 2011

Page 3

Response:  The Staff’s comment has been addressed.  The Staff is advised that, due to the change in the Company’s name to BioRestorative Therapies, Inc., the Company’s new website address is www.biorestorative.com.

Government Regulation, page 7

5.            Comment:  We note your responses to comments 12 and 13 of our letter dated June 6, 2011 and we reissue them in part. Please revise to clarify why your HCT/P products would be considered “practice of medicine” and exempt from FDA regulation. Also, please clarify whether any of your competitors with similar products and services are subject to FDA regulation. Also, please revise this section to provide details, timing, and cost of receiving FDA approval for your products.

Response:  The Staff is advised that the Government Regulation section has been substantially rewritten, including with regard to the scope of the FDA’s authority to regulate the Company’s business and a pending action between the FDA and another company with regard to such authority.  Disclosure as to the Company’s contemplated Phase I clinical trials has been included under the “Brown (Adipose) Fat Program” and “Treatment” sections.

6.            Comment:  In addition, please provide a detailed discussion of the governmental regulations that will apply to you in the foreign jurisdiction(s) where you plan to begin your operations. This would include the Cayman Islands. See Item 101(h)(4)(viii) and (ix) of Regulation S-K.

Response:  The Staff is advised that the Company has no definitive plans or arrangements to establish a treatment facility outside the United States.  Accordingly, no additional disclosure as to foreign governmental regulations has been included.

Foreign Government Regulation, page 14

7.            Comment:  We note your response to comment 15 of our letter dated June 6, 2011 and we reissue it in part. Please revise the disclosure here and in your Medical Tourism section on page nine to clarify whether your Cayman clinic or the licensing of your technology to a third party foreign clinic is a long term project dependent on future financing. If you intend to establish this part of your business in the next 12 months, please provide further disclosure of your anticipated timeline, the funding necessary to establish this business, and anticipated source of funding for this business. Also, if any clinics will be in operation in the next 12 months, please provide further details of the steps necessary to establish this business. We note, for example, you reference licensing your technology, but you previously disclosed that you do not have any proprietary technology or patents at this time.

Securities and Exchange Commission

September 6, 2011

Page 4

Response:  Additional disclosure has been included with regard to the Company’s need for financing in the event it determines to establish a treatment facility overseas and its plans in this regard.

Availability of Funds, page 36

8.            Comment:  We note your response to comment 18 of our letter dated June 6, 2011, and we reissue it in part. Please revise to disclose the material terms and conditions of all material debt financing on an individual basis.

Response:  The Staff’s comment has been addressed.

Directors and Executive Officers, page 35

9.            Comment:  We reissue comment 22 of our letter dated June 6, 2011. Please note that the disclosure in the Form 10 is as of the date of filing. Therefore, since Mr. Proodian was an executive officer at the time of the filing of the Form 10, please add back the disclosure regarding Mr. Proodian. In addition, as previously requested, we note the statement that Mr. Proodian has more than 35 years serving as an officer, director and committee member for several public companies. Please disclose whether Mr. Proodian is currently a director of any public companies. We direct your attention to Item 401(e)(2) of Regulation S-K.

Response:  The Staff’s comment has been addressed.

10.           Comment:  We note your response to comment 23 of our letter dated June 6, 2011. Please provide clear disclosure in the registration statement.

Response:  The Staff’s comment has been addressed.

11.           Comment:  We note your response to comment 25 of our letter dated June 6, 2011 regarding “a pending action” against Mr. Silva. Please revise this section to provide a brief description of the “pending action” (i.e. that it relates to the enforceability of a noncompete agreement with DaVinci Biosciences, LLC). Also, your cross-reference to the risk factors section should include a specific page number to the relevant risk factor. In addition, as previously requested, please provide more specific disclosure regarding the impact this action may have upon your business.

Response:  The Staff’s comment has been addressed.

Securities and Exchange Commission

September 6, 2011

Page 5

Executive Compensation, page 44

12.           Comment:  We note the shares to be reissued to Ms. McConnell as part of the termination agreement. Please explain why the grant date fair value of this award is not included in the summary compensation table.

Response:  Disclosure has been included as to why the grant date fair value of this award is not included in the summary compensation table.

Certain Relationships and Related Party Transactions, page 46

13.           Comment:  We note your response to comment 31 of our letter dated June 6, 2011, and we reissue it in part. Please revise to clarify Mr. Berger’s relationship with Stem Cell Research Company, LLC and why his termination agreement directed Stem Cell Research to receive $180,000 and why Stem Cell Research agreed to the voting proxy for its shares in connection with Mr. Berger’s termination.

Response:  The Staff’s comment has been addressed.  Additional disclosure has been included as to the relationship, if any, between Mr. Berger and Stem Cell Research.

Recent Sales of Unregistered Securities, page 50

14.           Comment:  We note your response to comment 33 of our letter dated June 6, 2011, and we reissue it in part. Please revise to clarify whether your investors are sophisticated and discuss the scope of the information you provided to investors of your unregistered securities.

Response:  The Staff’s comment has been addressed.

15.           Comment:  We note your response to comment 34 of our letter dated June 6, 2011, and we reissue it. Please revise to describe the nature of the “consulting services” provided for each sale of securities.

Response:  The Staff’s comment has been addressed.

16.           Comment:  We note your response to comment 35 of our letter dated June 6, 2011, and we reissue it in part. Please revise your footnote disclosure to clarify how non-cash dollar amounts were determined or what they represent (i.e. whether the dollar values presented for note (5) represents the fair market value of consulting services provided). Also, for notes (1), (2), (3), and (4), please include a description of the consideration that the purchasers provided to receive these shares or the nature of the transaction and the value of the consideration.

Response:  The Staff’s comment has been addressed.

Securities and Exchange Commission

September 6, 2011

Page 6

Exhibits

17.           Comment:  We note your response to comment 37 of our letter dated June 6, 2011 regarding your amended articles of incorporation. Your revised Exhibit 3.1 appears to have altered the original articles of incorporation filed with the Nevada Secretary of State, as it still contains a stamp and notary signature dated June 1997. Since your amendments and revisions occurred after June 1997, please revise Exhibit 3.1 to provide an appropriate amended and restated articles of incorporation.

Response:  The Staff’s comment has been addressed.

If there are further comments or questions, please contact the undersigned at (516) 296-7048 (or fax: (516) 296-7111).

Very truly yours,

                        /s/ Fred Skolnik

Fred Skolnik

FS/bh

Attachment

cc:           Mark Weinreb, CEO

BioRestorative Therapies, Inc.

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BioRestorative Therapies, Inc.

555 Heritage Drive, Suite 121

Jupiter, Florida 33458

August 25, 2011

United States Securities and Exchange Commission

450 Fifth Street N.W.

Washington, DC  20549

Re:          BioRestorative Therapies, Inc. (formerly Stem Cell Assurance, Inc.)

Amendment No. 1 to Form 10 Registration Statement

Filed July 11, 2011

File No. 000-54402

Ladies and Gentlemen:

Please be advised that Amendment No. 2 to the above referenced Form 10 Registration Statement will be filed with the Commission on or before September 6, 2011.

Very truly yours,

/s/ Mark Weinreb

Mark Weinreb

Chief Executive Officer

August 8, 2011
Via E-Mail
Mark Weinreb, Chief Executive Officer Stem Cell Assurance, Inc.  555 Heritage Drive Jupiter, FL 33458

Re: Stem Cell Assurance, Inc.
Amendment No. 1 to Form 10 Filed July 11, 2011 File No. 000-54402

Dear Mr. Weinreb:
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 may have additional comments.

General

 Overview, page 1

 1. We reissue comment one of our letter dated June 6, 2011.  Please provi de a more detailed
discussion of your business plan.  Clearly disc lose the milestones for each part of your
business plan, including the estimated time fr ame for each milestone, the estimated costs
and the intended sources of f unding.  In response to our pr ior comment you have instead
provided very general disclosure of the busin ess plan, rather than the various milestones
that are needed to implement each phase of your business plan.
 2. While we note the general statement on page one that the implementation of the business
plan will require sufficient e quity or debt financing to f und your operations, please revise
the disclosure to clearly st ate the intended sour ce(s) of funding, whether you have any

Mark Weinreb
Stem Cell Assurance, Inc.  August 8, 2011 Page 2

 funding sources to date, and the impact on your  business plan if you are unable to obtain
such funding.  In addition, we note the estima ted costs and time frame for implementing
parts of your business plan.  Given the signi ficant funding needed, please explain how
you determined the time frame and discuss whether you currently have the funding for
that particular part of your business plan.
 Strategy, page 1

 1. We note your response to comment six of our le tter dated June 6, 2011, and we reissue it.
It is unclear why you provide disclosure of a st rategy that is “[s]ubject to the relaxation of
strict domestic regulatory restrictions.”  Pleas e revise to clarify wh ether you have a basis
for believing the regulatory restrictions that prevent you from operating parts of your
business in the United States may be changed in  the near future.  Otherwise this statement
and your contingent plans for U.S. locations for your stem cell therapy clinic and other
products appear speculative.
 Brown Adipose (Fat) Program, page 2

 2. Please revise to clarify what you mean by “p latform technology that involves the use of
brown fat cell-based therapeutic/cosmetic program.”   It is unclear if this is a HCT/P that
would be subject to FDA regulatio ns as described on page 7.  Fu rther, it is unclear if this
is a product that has al ready been developed or  would be developed by your Jupiter
laboratory.
 Stem Pearls, page 5

 3. We note your response to comment nine of our  letter dated June 6, 2011, and we reissue
it in part.  Please revise to clarify what steps the Company has performed in its Stem
Pearls line of business.  For example, pl ease clarify whether you have developed Stem
Pearls products, whether you are in the design phase, whether you have prototype
products, etc.  Please discuss in greater detail this proposed product.  See Item
101(h)(4)(i) of Regulation S-K.
 Customers, page 6

 4. We note that your website www.stemcellassurance.com
 is operational.  Please disclose
this website as well.
 Government Regulation, page 7

 5. We note your responses to comments 12 and 13 of our letter dated June 6, 2011 and we
reissue them in part.  Please revise to  clarify why your HCT/P products would be
considered “practice of medicine” and exempt  from FDA regulation.  Also, please clarify

Mark Weinreb
Stem Cell Assurance, Inc.  August 8, 2011 Page 3

 whether any of your competitors with simila r products and services are subject to FDA
regulation.  Also, please revise  this section to provide de tails, timing, and cost of
receiving FDA approval for your products.

6. In addition, please provide a detailed discussi on of the governmental regulations that will
apply to you in the foreign ju risdiction(s) where you plan to begin your operations.  This
would include the Cayman Islands.  See Item  101(h)(4)(viii) and (ix)  of Regulation S-K.
 Foreign Government Regulation, page 14

 7. We note your response to comment 15 of our letter dated June 6, 2011 and we reissue it
in part.  Please revise the disclosure here  and in your Medical Tourism section on page
nine to clarify whether your Cayman clinic or the licensing of your technology to a third
party foreign clinic is  a long term project dependent on future financing.  If you intend to
establish this part of your business in the next 12 mont hs, please provide further
disclosure of your anticipated timeline, the funding necessary to esta blish this business,
and anticipated source of funding for this bus iness.  Also, if a ny clinics will be in
operation in the next 12 months, please provide further detail s of the steps necessary to
establish this business.  We note, for exam ple, you reference licensing your technology,
but you previously disclosed that you do not ha ve any proprietary te chnology or patents
at this time.
 Availability of Funds, page 36

 8. We note your response to comment 18 of our letter dated June 6, 2011, and we reissue it
in part.  Please revise to disclose the mate rial terms and conditions of all material debt
financing on an i ndividual basis.

Directors and Executive Officers, page 35

 9. We reissue comment 22 of our letter dated J une 6, 2011.  Please note that the disclosure
in the Form 10 is as of the date of filing.  Therefore, since Mr. Proodian was an executive
officer at the time of the filing of the Form  10, please add back the disclosure regarding
Mr. Proodian.  In addition, as previously requested, we note the statement that Mr.
Proodian has more than 35 years serving as an officer, director and committee member for several public companies.  Please di sclose whether Mr. Proodian is currently a
director of any public companies.  We di rect your attention to  Item 401(e)(2) of
Regulation S-K.
 10. We note your response to comment 23 of our letter dated June 6, 2011.  Please provide
clear disclosure in the registration statement.

11. We note your response to comment 25 of our  letter dated June 6, 2011 regarding “a

Mark Weinreb
Stem Cell Assurance, Inc.  August 8, 2011 Page 4

 pending action” against Mr. Silva.  Please revise this section to provide a brief
description of the “pending action” (i.e. that  it relates to the enforceability of a non-
compete agreement with DaVinci Biosciences,  LLC).  Also, your cross-reference to the
risk factors section should include  a specific page number to th e relevant risk factor.  In
addition, as previously request ed, please provide more specifi c disclosure regarding the
impact this action may have upon your business.
 Executive Compensation, page 44

12. We note the shares to be reissu ed to Ms. McConnell as part of the termination agreement.
Please explain why the grant date fair value of this award is not included in the summary compensation table.
 Certain Relationships and Relate d Party Transactions, page 46

 13. We note your response to comment 31 of our letter dated June 6, 2011, and we reissue it
in part.  Please revise to clarify Mr. Berger’s relations hip with Stem Cell Research
Company, LLC and why his termination agre ement directed Stem Cell Research to
receive $180,000 and why Stem Cell Research agr eed to the voting proxy for its shares in
connection with Mr. Be rger’s termination.
 Recent Sales of Unregistered Securities, page 50

 14. We note your response to comment 33 of our letter dated June 6, 2011, and we reissue it
in part.  Please revise to clarify whether your investors are sophist icated and discuss the
scope of the information you provided to i nvestors of your unreg istered securities.
 15. We note your response to comment 34 of our le tter dated June 6, 2011, and we reissue it.
Please revise to describe the nature of the “consulting services” provi ded for each sale of
securities.
 16. We note your response to comment 35 of our letter dated June 6, 2011, and we reissue it
in part.  Please revise your footnote di sclosure to clarify how non-cash dollar amounts
were determined or what they represent (i.e . whether the dollar valu es presented for note
(5) represents the fair market value of consul ting services provided).  Also, for notes (1),
(2), (3), and (4), please include a descrip tion of the considerati on that the purchasers
provided to receive these shares or the natu re of the transaction and the value of the
consideration.
 Exhibits

 17. We note your response to comment 37 of our  letter dated June 6, 2011 regarding your
amended articles of incorporati on.  Your revised Exhibit 3.1 appears to have altered the

Mark Weinreb
Stem Cell Assurance, Inc.  August 8, 2011 Page 5

 original articles of incorpor ation filed with the Nevada S ecretary of State, as it still
contains a stamp and notary signature dated June 1997.  Since your amendments and revisions occurred after June 1997, please revi se Exhibit 3.1 to provide an appropriate
amended and restated artic les of incorporation.

Questions may be directed to Edwin S. Ki m at (202) 551-3297 or Pam Howell, Special
Counsel, at (202) 551-3357.
Sincerely,
         / s /  P a m e l a  H o w e l l          f o r           John Reynolds
Assistant Director

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    responseletter.htm

90 Merrick Avenue

East Meadow, New York  11554

FRED S. SKOLNIK

PARTNER

DIRECT DIAL 516.296.7048

fskolnik@certilmanbalin.com

July 8, 2011

United States Securities and Exchange Commission

450 Fifth Street N.W.

Washington, DC  20549

Re:           Stem Cell Assurance, Inc.

Form 10 Registration Statement

Filed May 12, 2011

File No. 0-54402

Ladies and Gentlemen:

We act as counsel for Stem Cell Assurance, Inc. (the “Company”).  We refer to the Staff’s letter dated June 6, 2011 to Mark Weinreb, Chief Executive Officer of the Company, with respect to the Company’s Form 10 Registration Statement filed with the Commission on May 12, 2011.  Mr. Weinreb has referred the Staff’s letter to us for a response.  In that regard, on behalf of the Company, we respond to the comments in the Staff’s letter with respect to the Form 10 as follows:

Item 1.  Business

General

1.           Comment:  We note the statement on the company’s website that “[S]tem Cell Assurance is currently embarking on developing its Lipo Rejuvenation Centers;” however, we cannot locate similar disclosure in the registration statement. Please revise your description of business section as appropriate to ensure that your information is consistent.

Securities and Exchange Commission

July 8, 2011

Page 2

Response:  The reference in the Company’s website to Lipo Rejuvenation Centers has been removed.

Overview, page 1

2.           Comment:  It is noted throughout the Business section that you intend to take various steps to develop your business. Please clearly disclose each milestone to develop your business, indicate the company’s estimated time schedule to commence each milestone, the estimated costs involved in each milestone, and the intended sources of funds.

Response:  Additional disclosure has been included in Item 1 with respect to the time schedule to commence each milestone, the estimated costs involved in each milestone and the intended source of funds.

3.           Comment:  Please provide a more detailed discussion of your proposed business. You refer to general stem cell therapy but do not provide specificity as to the specific treatments you plan on developing. See Item 101(h)(4)(i) of Regulation S-K.

Response:  Additional disclosure has been included in Item 1 with respect to specific treatments and other aspects of the Company’s business, including with regard to a recently launched brown fat initiative.

4.           Comment:  Please provide the disclosure required by Item 101(h)(4)(x) of Regulation S-K regarding research and development.

Response:  The disclosure required by Item 101(h)(4)(x) of Regulation S-K has been included in Item 1 under “Technology.”

5.           Comment:  Please disclose the material terms of the consulting agreements filed as exhibits 10.10 and 10.11.

Response:  The material terms of the consulting agreements filed as exhibits 10.10 and 10.11 have been included in Item 1 under “Scientific Advisors; Consultants.”

Strategy, page 1

6.           Comment:  Here or in another appropriate section, please explain what you mean by “[S]ubject to the relaxation of regulatory restrictions…”

Response:  As discussed in Item 1 under “Governmental Regulation,” there are strict domestic regulatory restrictions that relate to the Company’s proposed business.  Reference has been made to such restrictions.

7.           Comment:  We note the company’s plans to initially establish facilities outside of the U.S. Please identify where you plan to commence your operations. In addition, please reconcile with the disclosure on page three that you are currently developing a state-of-the-art facility in Jupiter, Florida.

Response:  Additional disclosure has been included as to where the Company may seek to operate offshore.  The Staff is advised that the Company’s laboratory in Jupiter, Florida is separate and distinct from its contemplated foreign treatment facilities.

Securities and Exchange Commission

July 8, 2011

Page 3

Technology, page 4

8.           Comment:  Please provide the disclosure required by Item 101(h)(4)(vii) of Regulation S-K with respect to trademarks.

Response:  The disclosure required by Item 101(h)(4)(vii) of Regulation S-K has been included in Item 1 under “Technology”.

Stem Cellutrition, page 4

9.           Comment:  We note the statement, “[W]e have established Stem Cellutrition, a stem cell-based cosmetic skincare company…” Please expand this section or that on page 8 to describe this company, in terms of when it was established and the extent to which it is an operating entity. We note your previous statement on page 1 that “[W]e have not commenced our principal operations, nor have we generated any revenues from our operations.”

Response:  The Staff’s comment has been addressed in the section entitled “Stem Pearls™”.

Physician Network, page 4

10.           Comment:  Please expand this section to provide some detail with respect to the “relationships with a number of leading medical practitioners in the field of cellular therapy.”  Describe the nature of the relationships and identify any individuals with whom the company has agreements.

Response:  The section entitled “Physician Network” has been replaced with “Scientific Advisors; Consultants.”  Such new section sets forth the identity of the Company’s Scientific Advisory Board members and the terms of agreements with certain consultants whose duties include the development of a physician distribution network.

Customers, page 5

11.           Comment:  We note that the company plans to market its treatment services via the Internet, among other means. Please disclose the website address.

Response:  The Staff’s comment has been addressed.

Securities and Exchange Commission

July 8, 2011

Page 4

Governmental Regulation, page 5

12.           Comment:  We note the statements that the adult autologous stem cells may fall within certain FDA regulations. Please clarify whether there is uncertainty regarding these cells. In addition, please clearly disclose whether your proposed products or services would require governmental approval. If so, discuss the expected costs and timing for approvals.

Response:  The Staff’s comment has been addressed.

13.           Comment:  Please revise the disclosure in this section to clearly discuss how the regulations will apply to your proposed business and products or services. Also, given that you initially plan to conduct your business outside the United States, it is unclear as to whether these US governmental regulations would apply to your proposed business initially.

Response:  The Staff’s comment has been addressed.

Foreign Government Regulation, page 12

14.           Comment:  Please identify the foreign countries in which you plan to operate your business.

Response:  The Staff’s comment has been addressed.

15.           Comment:  Expand your discussion to describe your specific plans to conduct business in each country identified and provide the current status of any agreements or arrangements.

Response:  The Staff’s comment has been addressed.  On behalf of the Company, the Staff is advised that no definitive agreements or arrangements are in place with respect to the establishment of treatment centers in any country.

Employees, page 12

16.           Comment:  Please state the number of full time employees in addition to the total number of employees, as required by Item 101(h)(4)(xii) of Regulation S-K.

Response:  The Staff’s comment has been addressed.

Former Business Operations and Corporate Information, page 12

17.           Comment:  Expand this section to include disclosure found in Note 11 to the financial statements on page 30 with respect to Stem Cell Cayman, Ltd., a wholly-owned subsidiary of the company formed on February 1, 2011.

Securities and Exchange Commission

July 8, 2011

Page 5

Response:  The Staff’s comment has been addressed under “Government Regulation-Foreign Government Regulation”.

Availability of Additional Funds, page 31

18.           Comment:  Please disclose the material terms of the debt financing, including any debt entered into before December 31, 2010. Your disclosure in this section only refers to debt financing after the fiscal year end.

Response:  The Staff’s comment has been addressed.

Item 3. Properties, page 33

19.           Comment:  Please provide the disclosure required by Item 102 of Regulation S-K regarding the suitability and adequacy of the premises.

Response:  The Staff’s comment has been addressed.

20.           Comment:  Please reconcile the disclosure regarding the base rent for the initial year with the statement that “no base rent is payable during the initial year.”

Response:  The Staff is advised that, pursuant to the lease, although there is a stated rental amount for the initial year, no rent is payable for such period.  The disclosure has been revised to clarify this matter.

Item 4. Security Ownership… page 35

21.           Comment:  Please provide the disclosure required by Item 403 of Regulation S-K for each officer of the company.

Response:  We respectfully believe that the disclosure required by Item 403 of Regulation S-K only applies to the Company’s Named Executive Officers, as identified in Item 6, and not to all officers of the Company.

Item 5. Directors and Executive Officers, page 35

22.           Comment:  We note the statement that Mr. Proodian has more than 35 years serving as an officer, director and committee member for several public companies. Please disclose whether Mr. Proodian is currently a director of any public companies. We direct your attention to Item 401(e)(2) of Regulation S-K.

Response:  The Staff is advised that Mr. Proodian is no longer an executive officer of the Company and the reference to him in Item 5 has been deleted.

Securities and Exchange Commission

July 8, 2011

Page 6

23.           Comment:  Please provide the business experience for Mr. Weinreb from October 2009 to October 2010. See Item 401(e)(1) of Regulation S-K.

Response:  The Staff is advised that, during the period from October 2009 to October 2010, Mr. Weinreb was subject to a non-competition agreement with his former employer and was not engaged in business.

24.           Comment:  Please disclose the amount and percent of time each officer devotes to the company.

Response:  The Staff’s comment has been addressed.

25.           Comment:  Please discuss in greater detail the pending action against Mr. Silva, including identifying the former employer. Also, provide specific disclosure regarding the impact this action may have upon your business.

Response:  The identity of Mr. Silva’s former employer has been disclosed.  We respectfully believe that a full description of the action against Mr. Silva, and its impact on the Company, is set forth in Item 1A (“We depend on our executive officers and on our ability to attract and retain additional qualified personnel.  A pending action against our Vice President of Research and Development may limit our ability to utilize fully his capabilities.  We do not currently have a Chief Financial Officer”).

Executive Compensation, page 38

26.           Comment:  Please revise footnote three to the summary compensation table to disclose all assumptions made in the valuation by reference to a discussion of those assumptions in the financial statements, footnotes to the financial statements or in the MD&A. See Instruction 1 to Item 402(n)(2)(v) and (n)(2)(vi) of Regulation S-K. Please revise similar footnote disclosure for the stock and option awards in the director compensation table.

Response:  The Staff’s comment has been addressed.

27.           Comment:  Please confirm, if true, that no other executive officers’ compensation exceeded $100,000 for the last fiscal year.

Response:  On behalf of the Company, the Staff is advised that no other executive officer’s compensation exceeded $100,000 for the fiscal year ended December 31, 2010.

28.           Comment:  Please include in a narrative to the summary compensation table discussing the bonus paid to Mr. Weinreb. Also, discuss in greater detail in this section the termination agreement with Ms. McConnell.

Securities and Exchange Commission

July 8, 2011

Page 7

Response:  The Staff’s comment has been addressed.

Certain Relationships and Related Transactions, page 40

29.           Comment:  Please disclose whether the officers, directors and shareholders received any consideration for their capital contributions.

Response:  The Staff’s comment has been addressed.

30.           Comment:  Please specify the restrictive covenants in the McConnell and Berger termination agreements.

Response:  The Staff’s comment has been addressed.

31.           Comment:  Footnote three to the beneficial ownership table reflects that Ms. McConnell is the control person for Stem Cell Research Company LLC. Please reconcile with the disclosure in the last paragraph on page 41, which appears to reflect control of Stem Cell Research Company LLC by Mr. Berger. Clearly disclose the control person(s) for Stem Cell Research Company LLC and clearly disclose the relationship between this entity and Ms. McConnell and Mr. Berger.

Response:  We have included additional disclosure that the Company does not have any knowledge as to any control that Mr. Berger may exercise with respect to Stem Cell Research Company LLC.

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

32.           Comment:  Please provide the market information for the quarter ended March 31, 2011.

Response:  The Staff’s comment has been addressed.

Item 10. Recent Sales of Unregistered Securities, page 43

33.           Comment:  For each transaction, please indicate the section of the Securities Act or the rule of the Commission under which exemption from registration was claimed and state briefly the facts relied upon to make the exemption available. See Item 701(d) of Regulation S-K.

Response:  The Staff’s comment has been addressed.

Securities and Exchange Commission

July 8, 2011

Page 8

34.           Comment:  We refer to item (5) “Issued in consideration of services” to the table on page 45.  Please state the specific nature of the services for which the shares were issued.

Response:  The Staff’s comment has been addressed.

35.           Comment:  Please disclose the consideration for each transaction, as required by Item 701(c) of Regulation S-K. The footnote disclosure is not sufficient. Also, please disclose the purchasers in the transactions where you refer to footnotes one and two. Such disclosure is not clear.

Response:  The Staff’s comment has been addressed.

Financial Statements

General

36.           Comment:  Please note the financial statement updating requirements of Rule 3-12(g) of Regulation S-X and amend your Form 10 accordingly.

Response:  Financial statements as of March 31, 2011, for the three months ended March 31, 2011 and 2010 and for the period from December 31, 2008 (inception) to March 31, 2011, and applicable disclosures with regard to such financial statements, have been included.

Exhibits

37.           Comment:  Please file a complete copy of the articles of incorporation as amended, rather than filing each amendment separately. We refer you to Item 601(b)(3)(i) of Regulation S-K.

Response:  The Staff’s comment has been addressed.

38.           Comment:  We note that Exhibits 10.8, 10.9 are missing exhibits and/or schedules.  Please file these exhibits in their entirety.

Response:  The Staff’s comment has been addressed.

39.           Comment:  Exhibit 10.10 refers to an existing consulting agreement with Todd Adler.  Please file this agreement as an exhibit.

Response:  The Staff is advised that, as provided for in the consulting agreement with TDA Consulting Services, Inc., the consulting

June 6, 2011
 Via E-mail

Mark Weinreb, Chief Executive Officer Stem Cell Assurance, Inc. 555 Heritage Drive Jupiter, Florida  33458           RE:  Stem Cell Assurance, Inc.
                 Form 10 Registration Statement
                 Filed May 12, 2011                  File No. 0-54402
Dear Mr. Weinreb:

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 f acts and circumstances 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.

Item 1.  Business

 General

1. We note the statement on the company’s we bsite that “[S]tem Cell Assurance is
currently embarking on developing its Li po Rejuvenation Centers;” however, we
cannot locate similar disclosu re in the registration stat ement.  Please revise your
description of business secti on as appropriate to ensure that your information is
consistent.
 Overview, page 1

2. It is noted throughout the Busi ness section that you intend to take various steps to
develop your business.  Please clearly di sclose each milestone to develop your
business, indicate the company’s estimated time schedule to commence each milestone, the estimated costs involved in each milestone, and the intended sources of funds.

Mark Weinreb
Stem Cell Assurance, Inc. June 6, 2011 Page 2
 3. Please provide a more detailed discussion of your proposed business.  You refer to
general stem cell therapy but do not provide specificity as to the specific treatments
you plan on developing.  See Item 101(h)(4)(i) of Regulation S-K.

4. Please provide the disclosu re required by Item 101(h)(4)(x) of Regulation S-K
regarding research and development.
5. Please disclose the material terms of the c onsulting agreements file d as exhibits 10.10
and 10.11.
 Strategy,  page 1

6. Here or in another appropriate section, pl ease explain what you mean by “[S]ubject to
the relaxation of regul atory restrictions…”

7. We note the company’s plans to initially estab lish facilities outside of the U.S.  Please
identify where you plan to commence your ope rations.  In additi on, please reconcile
with the disclosure on page three that you are currently developi ng a state-of-the-art
facility in Jupiter, Florida.
 Technology, page 4

8. Please provide the disclosure  required by Item 101(h)(4)(v ii) of Regulation S-K with
respect to trademarks.
 Stem Cellutrition, page 4

9. We note the statement, “[W]e have establ ished Stem Cellutrition, a stem cell-based
cosmetic skincare company…”  Please expa nd this section or that on page 8 to
describe this company, in terms of when it was established and the extent to which it
is an operating entity.  We note your previo us statement on page 1 that “[W]e have
not commenced our principal operations, nor  have we generated any revenues from
our operations.”
 Physician Network, page 4

10. Please expand this section to provide some detail with respect to the “relationships
with a number of leading medical practitione rs in the field of cellular therapy.”
Describe the nature of the relationships a nd identify any individuals with whom the
company has agreements.
 Customers, page 5

 11. We note that the company plans to market its treatment services via the Internet,
among other means.  Please disc lose the website address.

Mark Weinreb
Stem Cell Assurance, Inc. June 6, 2011 Page 3

Governmental Regulation, page 5

12. We note the statements that the adult auto logous stem cells may fall within certain
FDA regulations.  Please clarify whether there is uncertainty regarding these cells.  In
addition, please clearly disclose whether your proposed products or services would
require governmental approval.  If so, di scuss the expected costs and timing for
approvals.
13. Please revise the disclosure in this secti on to clearly discuss how the regulations will
apply to your proposed business and products  or services.  Also, given that you
initially plan to conduct your business outside the United St ates, it is unclear as to
whether these US governmental regulations  would apply to your proposed business
initially.

Foreign Government Regulation, page 12

14. Please identify the foreign countries in which you plan to operate your business.

15. Expand your discussion to describe your sp ecific plans to conduc t business in each
country identified and provide the current status of any ag reements or arrangements.

Employees, page 12

16. Please state the number of full time employees  in addition to the total number of
employees,  as required by Item 101(h)(4)(xii) of Regulation S-K.
 Former Business Operations and Corporate Information, page 12

17. Expand this section to include  disclosure found in Note 11 to the financial statements
on page 30 with respect to Stem Cell Cayman, Ltd., a wholly-owned subsidiary of the company formed on February 1, 2011.

Availability of Additional Funds, page 31

18. Please disclose the material terms of the debt financing, including any debt entered
into before December 31, 2010.  Your disclosu re in this section only refers to debt
financing after the fi scal year end.
 Item 3.  Properties, page 33

19. Please provide the disclosure  required by Item 102 of Re gulation S-K regarding the
suitability and adequacy of the premises.

20. Please reconcile the disclosure regarding the base rent for the in itial year with the
statement that “no base rent is pa yable during the in itial year.”

Mark Weinreb
Stem Cell Assurance, Inc. June 6, 2011 Page 4

Item 4.  Security Ownership… page 35

21. Please provide the disclosure required by Item 403 of Regulation S-K for each officer
of the company.

Item 5.  Directors and Executive Officers, page 35

22. We note the statement that Mr. Proodian has mo re than 35 years serving as an officer,
director and committee member for severa l public companies.  Please disclose
whether Mr. Proodian is curren tly a director of any public companies.  We direct your
attention to Item 401(e) (2) of Regulation S-K.

23. Please provide the business experience for Mr. Weinreb from October 2009 to
October 2010.  See Item 401( e)(1) of Regulation S-K.

24. Please disclose the amount and percent of time each officer devotes to the company.

25. Please discuss in greater detail the pe nding action against Mr . Silva, including
identifying the former employer.  Also, provide specific disclosure regarding the
impact this action may have upon your business.

Executive Compensation, page 38

26. Please revise footnote three to the summa ry compensation table to disclose all
assumptions made in the valuation by refere nce to a discussion of those assumptions
in the financial statements, footnotes to th e financial statements or in the MD&A.
See Instruction 1 to Item 402( n)(2)(v) and (n)(2)(vi) of Regul ation S-K.  Please revise
similar footnote disclosure for the stoc k and option awards in the director
compensation table.
27. Please confirm, if true, that no other ex ecutive officers’ compensation exceeded
$100,000 for the last fi scal year.

28. Please include in a narrative to the summ ary compensation table discussing the bonus
paid to Mr. Weinreb.  Also, discuss in great er detail in this section the termination
agreement with Ms. McConnell.

Certain Relationships and Re lated Transactions, page 40

29. Please disclose whether the officers, di rectors and shareholders received any
consideration for their capital contributions.

30. Please specify the restrictive covenants in the McConnell and Berger termination
agreements.

Mark Weinreb
Stem Cell Assurance, Inc. June 6, 2011 Page 5
 31. Footnote three to the benefi cial ownership table reflect s that Ms. McConnell is the
control person for Stem Cell Research Co mpany LLC.  Please reconcile with the
disclosure in the last  paragraph on page 41, which appear s to reflect control of Stem
Cell Research Company LLC by Mr. Berger.  Clearly disclose the control person(s)
for Stem Cell Research Company LLC and cl early disclose the relationship between
this entity and Ms. McConnell and Mr. Berger.

Item 9.  Market Price of and Dividends on the Registrant’s Comm on Equity and Related
Stockholder Matters

32. Please provide the market information for the quarter ended March 31, 2011.
 Item 10.  Recent Sales of Unregistered Securities, page 43

33. For each transaction, please indicate the section of the Securities Act or the rule of the
Commission under which exemption from regi stration was claimed and state briefly
the facts relied upon to make the exemption av ailable.  See Item 701(d) of Regulation
S-K.

34. We refer to item (5) “Issued in considerat ion of services” to the table on page 45.
Please state the specific natu re of the services for which the shares were issued.

35. Please disclose the consideration for each tr ansaction, as required by Item 701(c) of
Regulation S-K.  The fo otnote disclosure is not sufficien t.  Also, please disclose the
purchasers in the transactions where you refer to footnotes one and two.  Such
disclosure is not clear.
 Financial Statements

 General

36. Please note the financial statement upda ting requirements of Rule 3-12(g) of
Regulation S-X and amend your  Form 10 accordingly.
 Exhibits

37. Please file a complete copy of the articl es of incorporation as amended, rather
than filing each amendmen t separately.  We refer you to Item 601( b)(3)(i) of
Regulation S-K.
38. We note that Exhibits 10.8, 10.9 are missi ng exhibits and/or schedules.  Please
file these exhibits in their entirety.
39. Exhibit 10.10 refers to an existing consu lting agreement with Todd Adler.  Please
file this agreement as an exhibit.

Mark Weinreb
Stem Cell Assurance, Inc. June 6, 2011 Page 6

 Closing Comments

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 Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’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  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.

You may contact Jamie Kessel, staff account ant at (202) 551-3727 or Brian Bhandari,
accounting reviewer at (202) 551-3390 if you ha ve questions regarding comments on the
financial statements and related matters.  Plea se contact Janice McGuir k, examiner at (202)
551-3395 or Pam Howell, legal reviewer at  (202) 551-3357 with any other questions.

Sincerely,
   /s/ Pamela Howell  for   John Reynolds,
Assistant Director

Mark Weinreb
Stem Cell Assurance, Inc. June 6, 2011 Page 7