SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop  6010

May 1, 2009
    Via U S Mail and FAX [(727) 526-2990]

  Mr. Benjamin C. Croxton
Chief Executive Officer and Chief Financial Officer
EClips Energy Technologies, Inc. 3900A  31
st Street North
St. Petersburg, Florida 33714
 Re: EClips Energy Technologies, Inc.
  Amendment No. 1 to Form 8-K for Item 4.01
  Filed April 23, 2009   File No. 0-25097

 Dear  Mr. Croxton:
 We have reviewed your amendment and the information provided, and have the
following comments.  Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider your explanation as to
why our comments are inapplicable or a revi sion is unnecessary.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call the applicable sta ff person at the telephone number listed at the
end of this letter.

Mr. Benjamin C. Croxton EClips Energy Technologies, Inc. May 1, 2009 Page 2 of 4   Amendment No. 1 to Form 8-K filed 4/23/08

1. Please amend the Form 8-K to clearly state in the last sentence in paragraph 1(b)
that the report of Ferlita , Walsh & Gonzalez (FW&G) on the financial statements
for the year ended December 31, 2006 included an explanatory paragraph
expressing substantial doubt as to the Company's ability  to continue as a going
concern.
2. Please amend the Form 8-K to clearly disc lose the reasons that  you have filed two
Exhibit 16 letters from FW&G.
3. We also note from the discussion in the penultimate paragr aph in the second
Exhibit 16 letter that FW&G is not associ ated with the Form 10-K filed on April
15, 2009 and that FW&G did not consent to  the reissuance of its report for the
year ended December 31, 2007. Further, we  note that the audit report included on
page F-1 of the Form 10-K for the fiscal year ended December 31, 2008 only opines on the fiscal 2008 financial statem ents and attributes the audit of the
financial statements for the year ended December 31, 2007 to other auditors.

(a) Please tell us how the financial stat ements in your Form 10-K comply with
the requirements of Rule 8-02 of Regul ation S-X to provide audited financial
statements for the two years
 ended December 31, 2008 or amend the filing to
comply.  If you are unable to obtain a reissued audit report on the December 31,
2007 financial statements, please immedi ately amend your 2008 Form 10-K to
label the 2007 financial statements as unaudited and discuss management's plans
to remedy the deficiency.  (b) Please have Randall N. Drake, CPA,  PA explain what is meant by the
sentence included in the introductory pa ragraph of his report “our opinion on the
statement of operations, changes in stoc kholders' deficit and cash flows for the
twelve month period ended December 31, 2008, insofar as it relates to amounts
for the periods through December 31, 2007 is based solely on the report of other
auditors”  and similar wording in the opinion paragraph.
4. We reference the letter from Randall N.  Drake dated April 21, 2009 included as
Exhibit A to your response dated Apr il 23, 2009. Please have Mr. Drake tell us
the following:

Mr. Benjamin C. Croxton EClips Energy Technologies, Inc. May 1, 2009 Page 3 of 4
• When he held communications with the predecessor auditor as required by
AU 315.

• How he concluded that he did not n eed to send receivable confirmations
pursuant to the guidance in  paragraph 35 of AU 330.

• How he believes his alternative inve ntory procedures complied with the
guidance in AU 331. In addition, tell us  whether the company performed a
physical count at December 31, 2008 that was observed by the predecessor auditor.  If the predecessor did obser ve the physical count at December 31,
2007, please tell us whether Mr. Drake reviewed those workpapers.

• How he was able to audit income and expense balances by performing general
analytical procedures. Please tell us wh ether any audit procedures, other than
analytical procedures, were performed on the income and expense amounts.
• The procedures performed on the intangi ble asset balance, including whether
he engaged his own valuati on specialist to assist in reviewing the valuation
methodology utilized as opposed to solely relying on the company's valuation. As part of these procedures, have Mr. Drake discuss the testing performed on the impairment realized in the income statement
• The nature of the procedures performe d on the company's liability balances.

• How he was able to audit the property and equipment balances if he only
verified the existence of the docum entation for significant additions.
• When he held discussions with the Audit Committee.

    Please file your response and amendm ent via EDGAR in response to these
comments within 5 business days after the date  of this letter.  Please contact the staff
immediately if you require longer th an 5 business days to respond.

Mr. Benjamin C. Croxton EClips Energy Technologies, Inc. May 1, 2009 Page 4 of 4
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an inform ed decision.  Since the registrant and its
management are in possession of all facts rela ting to a registrant’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
 In connection with responding to our comments, please provide, in writing, a
statement from the registrant acknowledging that:
• the registrant is responsible for the adequacy and accuracy of the
disclosure in the filing;
• staff comments or changes to disclosu re in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filing; and
• the registrant may not assert st aff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.    If you have any questions, please call J eanne Bennett at (202) 551-3606.  In her
absence, you may call me at (202) 551-3676.         S i n c e r e l y ,           B r i a n  C a s c i o          A c c o u n t i n g  B r a n c h  C h i e f