PACIFIC GREEN TECHNOLGIES INC.

5205 Prospect Road, Suite 135-226

San Jose, CA 95129

 

February 6, 2015

BY EDGAR

 

Securities and Exchange Commission
1 Station Place N.E., Stop 7010
Washington, DC 20549
USA

 

Attention:

Terence O’Brien

  Accounting Branch Chief

 

Re: Pacific Green Technologies Inc. (the “Company”)
  Form 10-K for the Fiscal Year Ended March 31, 2014
  Filed July 15, 2014
  File No. 0-54756

 

We refer to your letter of January 28, 2014 addressed to the Company.

 

We have reviewed your comments and revised the document to reflect additions and clarifications needed.

 

Further, the Company acknowledges 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.

 

  PACIFIC GREEN TECHNOLOGIES INC.
 

 

Per:

/s/ Neil Carmichael
    Neil Carmichael
    President and Director