SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

September 21, 2005

By facsimile to (212) 246-2225 and U.S. Mail

Ms. Terri DuMoulin
President
Octillion Corp.
1628 West 1st Street, Suite 123
Vancouver, British Columbia, V6J 1G1, Canada

Re:	Octillion Corp.
	Registration Statement on Form SB-2
	Filed August 30, 2005
File No. 333-127953

Dear Ms. DuMoulin:

	We reviewed the filing and have the comments below.

	Where indicated, we think that you should revise the document
in
response to the comments.  If you disagree, we will consider your
explanation why a comment is inapplicable or a revision is
unnecessary.  Be as detailed as necessary in your explanation.  To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information.  We may raise additional
comments after reviewing this information.

	Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your document.  We look forward to working with you
to
achieve these objectives.  We welcome any questions that you may
have
about comments or any other aspect of our review.  You may call us
at
the telephone numbers listed at the end of this letter.

General

1. Include in the next pre-effective amendment to the registration
statement updated financial statements and other financial
disclosures as necessary to comply with Item 310(g) of Regulation
S-
B.

2. Since there is no established market for the securities being
registered, provide the disclosure of the factors considered in
determining the offering price of $0.50 per unit as required by
Item
505 of Regulation S-B.  We note the disclosure in the twenty-third
risk factor that the offering price of $0.50 per unit represents
the
last sale price of Octillion`s common stock before the
registration
statement`s filing.

3. We note the disclosure that funds obtained from the offering
will
be held in a separate account under Octillion`s control and that
the
account is not an escrow, trust, or similar account.  Confirm that
an
escrow, trust, or similar account until the minimum offering is
sold
is not required under applicable state law.  Provide appropriate
risk
factor disclosure that you will not use an escrow account.

Prospectus` Outside Front Cover Page

4. Remove references to an "all of none" offering throughout the
prospectus since you will continue the offering even if you do not
sell all one million units that you are offering.  Similarly, the
disclosure that the offering will be on an "all or none" basis for
the first 500,000 units and a "best efforts" basis for the
remaining
units is confusing.  Revise to clarify that this is a best efforts
offering with a minimum requirement to sell 500,000 units and a
maximum of one million units.

Table of Contents, page 2

5. Move the paragraph immediately before the table of contents and
the two paragraphs immediately after the table of contents so that
they follow the summary and risk factors sections.  See Items 502
and
503(c)(2) of Regulation S-B.

Risk Factors, page 6

6. This section`s first paragraph includes the statement that
"however, they are not the only risks we face."  Since Octillion
must
disclose all risks that it believes are material, delete this
statement.

7. Include in each risk factor`s discussion information necessary
to
assess the risk, including its magnitude.  For example:

* The third risk factor states that Octillion will require
substantial funds besides this offering`s net proceeds to conduct
additional basic research and development activities, preclinical
studies, clinical trials, and other activities relating to the
ISURF
nerve regeneration technology`s successful commercialization.
Quantify the known or estimated "substantial funds" that Octillion
will require.  Alternatively, if Octillion is unable to quantify
the
known or estimated substantial funds that it will require, so
indicate and explain briefly why.  We note the disclosure under
"Use
of Proceeds."

* The fifth risk factor states that Octillion anticipates that it
will remain engaged in research and development for a considerable
period of time.  Quantify the known or estimated "considerable
period
of time" that Octillion anticipates that it will remain engaged in
research and development.

* The twenty-seventh risk factor states that the market price of
Octillion`s common stock has been and is expected to continue to
be
highly volatile.  State the high and low market prices of
Octillion`s
common stock during the most recent 52 week period.

8. Avoid generic conclusions in the risk factors` captions or
headings and discussions that Octillion`s results of operations,
business, and financial condition could be materially and
adversely
affected or harmed.  For example, refer to the third, fourth,
ninth,
eleventh, thirteenth, fourteenth, eighteenth, and thirtieth risk
factors.  Rather, explain specifically what the risk`s
consequences
or effects are for Octillion and its stockholders.

9. Some risk factors include language like "There can be no
assurance," "There is no assurance," "we cannot assure," and "we
cannot guarantee."   For example, refer to the fourth, fifth,
sixth,
eighth, tenth, eleventh, twelfth, sixteenth, eighteenth,
nineteenth,
twenty-second, and thirty-first risk factors.  Since the risk is
the
situation described and not Octillion`s inability to assure or
guarantee, revise.

10. Generally, each risk factor should discuss a single risk.  For
example, refer to the thirty-first risk factor, and revise to
separate into two distinctly captioned risk factors.

11. Disclosure in note 2(c) to the financial statements states
that
Octillion is located and operates outside of the United States.
Address in a discrete risk factor the consequences or effects of
Octillion`s location and operation outside of the United States
for
investors.

Our Business, page 24

12. Explain the meaning of any abbreviation or acronym when
introduced in the prospectus.  For example, refer to "ERG" on page
27.

Market Overview, page 28

13. Amend the language in this section`s first paragraph`s last
sentence to remove the implication that you are disclaiming
responsibility for information that you have chosen to include in
the
prospectus.

Competition, page 34

14. Amend the language in this subsection`s first paragraph`s last
sentence to remove the implication that you are disclaiming
responsibility for information that you have chosen to include in
the
prospectus.

Management, page 38

15. Disclosure on page 25 that Mr. Harmel Rayat resigned from the
board of directors and as chief executive officer in February 2003
and that Ms. Terri DuMoulin succeeded to Mr. Rayat`s positions
appears inconsistent with disclosure in this section`s table and
Ms.
DuMoulin`s biographical paragraph that Ms. DuMoulin has held the
positions of director, president, and chief executive officer
since
December 20, 2002.  Please revise or advise.

16. Disclosure in this section`s table indicates that Mr. Tareq
Ghazaleh has held his positions as director, secretary, and
treasurer
since April 22, 2002.  Disclosure in Mr. Ghazaleh`s biographical
paragraph indicates that he was employed from August 1999 through
October 2003 with The Hynes Group and from October 2003 through
August 2005 with Bakers Delight Holdings International and
Canadian
Business.  Confirm that Mr. Ghazaleh has held his positions as
Octillion`s secretary and treasurer since April 22, 2002 while
employed elsewhere.

Certain Relationships and Related Transactions, page 42

17. It is unclear how the note payable to Ms. Terri DuMoulin has
been
reflected on the statements of cash flows or as a supplemental
non-
cash disclosure for the nine months ended May 31, 2005.  Please
advise or revise.

Description of Securities, page 43

18. Remove from this section`s first paragraph the statement that
the
description of Octillion`s securities is "qualified in its
entirety"
by information outside the prospectus.  This section should
include
all of the information required by Item 202 of Regulation S-B.

Plan of Distribution, page 47

19. Amend this section`s first sentence to make clear that
Octillion
is offering units and not subscription rights.

20. Disclose that the persons offering the securities on
Octillion`s
behalf may be deemed to be underwriters of the offering within the
meaning of that term as defined in section 2(11) of the Securities
Act.

21. We note the disclosure that Octillion has retained no broker
for
the sale of units being offered and that Octillion will file an
amendment to the registration statement if Octillion does retain a
broker.  Describe briefly in the prospectus the circumstances
under
which Octillion would retain a broker to sell units in the
offering.

22. Disclose more detail about the manner in which the securities
will be offered.  For instance, will the responsible individuals
solicit investors through direct mailings or personal contact?

23. Tell us whether Octillion intends to advertise the offering.
Provide us copies of any materials that Octillion intends to use.

24. Disclose whether you will register as broker dealer or issuer
dealer under the state law of all states where you are offering
the
units and such registration is required.

25. Clarify in this section that investors will not be allowed to
withdraw their investments if you successfully sell the minimum
amount but have not yet terminated the offering.

26. Tell us whether Octillion has any arrangements with any third
party to host or access the preliminary prospectus on the
Internet.
If so, identify the party and the website, describe the material
terms of the agreement, and provide us a copy of any written
agreement.  Also provide us copies of all information concerning
the
issuer or prospectus that has appeared on the third party`s
website.
If Octillion enters subsequently into such an arrangement,
supplement
promptly the response.

27. Discuss whether Ms. Terri DuMoulin, Messrs. Kesar S. Dhaliwal
and
Harmel S. Rayat, or any other affiliate of Octillion may purchase
units in this offering to meet the required minimum of 500,000
units.
If so, disclose the number of units that may be purchased.  If the
number of units that may be purchased is material, include risk
factor disclosure to that effect.  Further, the prospectus should
indicate that any such person is purchasing the units for
investment
and not resale.

28.  State clearly in the prospectus that changes in the
offering`s
material terms after the registration statement`s effectiveness
will
terminate the original offer and that investors would then be
entitled to a refund.  Examples of material changes include:

* Extension of the offering period.

* Change in the offering price.

* Change in the application of proceeds.

29. We note the disclosure that Octillion will return promptly
funds
received by Octillion if the minimum offering is not sold within
the
specified period of time as required by Rule 10b-9 under the
Exchange
Act.  We have taken the position that "promptly" means the next
business day or as soon as possible after the offering`s
termination.
Revise to disclose this requirement.

Additional Information, page 50

30. Since Octillion will not become a reporting company until the
registration statement is declared effective, revise this
section`s
first sentence to reflect that fact.

31. Delete the language that statements contained in the
prospectus
on the contents of any contract or other document filed as an
exhibit
"are not necessarily complete" and the language that such a
statement
is "qualified in all respects."  Rule 411(a) of Regulation C under
the Securities Act allows qualification of information inside the
prospectus by reference to information outside the prospectus only
to
the extent that the form explicitly permits it or where the form
requires a summary of the document.  If Octillion retains the
language that statements on the contents of any contract or other
document "are not necessarily complete," disclose that all
material
provisions of those contracts and other documents are discussed in
the prospectus.

Report of the Independent Registered Public Accounting Firm, page
F-
10

32. Amend your filing to include the auditors` report and consent
related to the audit of the period from inception to August 31,
2002
as required by Rule 2-05 of Regulation S-X.  See note 2 to Item
310
of Regulation S-B.

Statement of Stockholders` Deficiency, page F-13

33. It is unclear why you have presented a February 29, 2004
subtotal
in your statement of stockholders` deficiency.  Please revise or
advise.

Notes to Financial Statements, page F-16

34. You disclose on page 42 that you issued restricted common
shares
to Mr. Kesar S. Dhaliwal.  Expand your disclosure to discuss the
nature and terms of the restricted common shares.  Include in your
disclosure the number of shares that are restricted as of the
balance
sheet date and as of the date of the filing of this registration
statement.

Note 2(c).   Foreign Currency Transactions, page F-16

35. Revise your disclosure to include the amount of transaction
gain
or loss that was included in determining net income for the years
ended August 31, 2004 and 2003 and for the cumulative from
inception
(May 5, 1998) to August 31, 2004.  Also ensure that your treatment
for the effect of exchange rate changes on cash balances held in
foreign currencies is shown as a separate part of the
reconciliation.
See paragraph 30 of SFAS 52 and paragraph 25 of SFAS 95.

Note 4(b).  Related Party Transactions, page F-19

36. If true, revise the notes to your financial statements to
disclose that your officers and directors provide their services
for
no compensation and the periods during which their services were
uncompensated.

Note 8(d).  Subsequent Events, page F-20

37. You disclose on page 16 that $0.50 per unit represents the
last
sale price of your common stock before the registration
statement`s
filing.  Expand your disclosure to discuss how you intend to value
the attached warrants.  Also tell us what consideration you gave
to
the recent increase in your stock price and the effect that this
will
have on your unit price and the allocation of the amounts received
for the units between your common stock and your warrants.

38. You disclose that you plan to offer up to a total of 1,000,000
units at $0.50 in July 2005.  Update this disclosure.

Exhibits

39. It appears that you have attached the exhibits to the Form SB-
2
and that you did not file separately the exhibits on the EDGAR
system.  File the exhibits with the appropriate EDGAR tags with
the
next pre-effective amendment to the registration statement.

Exhibit 10.1

40. Absent an order granting confidential treatment, Item
601(b)(10)
of Regulation S-B requires the filing of material contracts,
including attachments, in their entirety.  Attachments include,
for
example, annexes, appendices, exhibits, and schedules.  Since
Octillion did not file the appendix referenced in section 9.0 of
appendix C, please revise or advise.

Signatures, page II-5

41. Octillion`s principal financial officer and controller and
principal accounting officer also must sign the registration
statement.  Further, any person who occupies more than one of the
specified positions, for example, principal financial officer and
controller or principal accounting officer, must specify each
capacity in which he signs the registration statement.  See
instructions 1 and 2 for signatures on Form SB-2, and revise.

Closing

	File an amendment to the SB-2 in response to the comments.
To
expedite our review, Octillion Harbors may wish to provide us
three
marked courtesy copies of the amendment.  Include with the filing
any
supplemental information requested and a cover letter tagged as
correspondence that keys the responses to the comments.  If
Octillion
thinks that compliance with any of the