306 East
St. Joseph St., Suite 200
Rapid
City, South Dakota 57701
November
18, 2010
VIA
EDGAR
United
States Securities and Exchange Commission
Division
of Corporate Finance
100 F
Street, N.E.
Washington,
D.C. 20549
|
Re:
|
KL
Energy Corporation
Registration
Statement on Form S-1
Filed
on June 18, 2010
File
No. 333-167627
|
Ladies
and Gentlemen:
Pursuant
to Rule 477(a) under the General Rules and Regulations under the Securities Act
of 1933, as amended (the "Securities Act"), please consider this correspondence
as an application to the United States Securities and Exchange Commission (the
"Commission") granting the withdrawal by KL Energy Corp. (the "Registrant") of
the subject Registration Statement on Form S-1 filed by the Registrant on June
18, 2010 and the Amendment No. 1 thereto filed on October 5, 2010 (File No.
333-167627). The Registrant is requesting withdrawal for various
business and market reasons and, as such, the Registration Statement should not
be made effective at this time.
The
Registration Statement has not been declared effective and no securities have
been sold pursuant to the Registration Statement.
The
Registrant believes the withdrawal of the Registration Statement is consistent
with the public interest and the protection of investors. The
Registrant respectfully requests that, in accordance with the provisions of Rule
477(a) under the Securities Act, the Commission grants the application for
withdrawal.
The
Registrant may undertake a subsequent private offering in reliance on Rule
155(c).
The
Registrant further requests that all fees paid to the Commission with the filing
of the Registration Statement be credited for future use in accordance with Rule
457(p) of the Securities Act.
If you
have any questions or comments regarding the foregoing application for
withdrawal, please contact the undersigned at (605) 721-5801.
Very
truly yours,
/s/ Thomas J.
Bolan
Thomas J.
Bolan
Chief
Financial Officer