SecProbe.io

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December 5, 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.
	Pre-effective Amendments 1 and 2 to Registration Statement on
Form SB-2
	Filed November 22 and 28, 2005
File No. 333-127953

Dear Ms. DuMoulin:

      We reviewed the filings and have the comments below.  Unless
indicated otherwise, page references below are to pre-effective
amendment 2.

Risk Factors, page 6

1. Refer to prior comment 4.  Revise also the first sentence of
the
twenty-second risk factor on page 16 to clarify that this is a
best
efforts offering with a minimum requirement to sell 500,000 units.

Use of Proceeds, page 22

2. Disclose the identity of the affiliated shareholder whom you
will
repay with proceeds of the offering, the total amount of the loan,
the maturity of the loan, and the interest rate.  See instruction
1
to Item 504 of Regulation S-B.

Management, page 38

3. Refer to prior comment 15.  Confirm that Ms. Terri DuMoulin has
held also the positions of president, chief executive officer, and
chief financial officer since February 17, 2003 while employed
elsewhere.  We note the disclosure that Ms. DuMoulin served as
president of Edeal.net, Inc. from December 2000 to January 2005.

Report of the Independent Registered Public Accounting Firm, page
F-2

4. We have reviewed your response to prior comment 32.  The
auditors`
report obtained from Ernst & Young LLP states that the financial
statements for the cumulative period from inception (May 5, 1998)
to
August 31, 2002 were audited by other auditors whose report dated
December 18, 2003 expressed an unqualified opinion on those
statements.  It also states that its opinion on the statements of
stockholders` deficiency, operations, and cash flows as it relates
to
these periods are based on the report of the other auditors.
However, the opinion included in the auditors` report from Clancy
and
Co., P.L.L.C. dated December 18, 2003 for those financial
statements
appears to cover only the fiscal year ended August 31, 2002.
Also,
it appears that the auditors` report obtained from Berenfeld,
Spritzer, Shechter & Sheer covers the fiscal year ended August 31,
2001 and the period May 5, 1998 (inception) to August 31, 2001.
If
Ernst & Young LLP relied on both of these auditors` reports,
obtain
from Ernst & Young LLP and include in your amended filing a
revised
audit report that references both audit reports.  Conversely, if
Ernst & Young LLP did not rely on each of the audit reports
mentioned
above, obtain from Ernst & Young LLP and include in your amended
filing a revised audit report that includes only those periods for
which Ernst & Young LLP expresses an opinion.

Report of the Independent Registered Public Accounting Firm, page
F-4

5. The auditors` report obtained from Berenfeld, Spritzer,
Shechter &
Sheer and included in your filing does not include the city and
state
of your auditor.  Obtain and include in your amended filing a
revised
audit report that includes this information.

Note 5.  Related Party Transactions, page F-14

6. We reviewed your response to prior comment 17.  Your revised
disclosure states that on December 13, 2004 you borrowed $5,000
from
Ms. Terri DuMoulin that was repaid in full on May 24, 2005.
However,
it does not appear that you have revised your statements of cash
flows to reflect these transactions.  Please revise.

7. We reviewed your response to prior comment 34.  Revise the
notes
to your financial statements to disclose the number of shares
subject
to restriction as of each balance sheet date and to describe the
nature of the restrictions.

Exhibit 99

8. We note that annex A is substantially revised.  Confirm that
annex
A and exhibit A referenced in section 3 of exhibit 99 are the same
document.  Confirm also that annex A`s subcaption "Form 45-106F4"
is
a form approved and required by the province of British Columbia,
Canada to sell the securities being registered to a resident of
that
province.

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 comments is inappropriate,
provide the basis in the letter.  We may have additional comments
after review of the amendment, the responses to the comments, and
any
supplemental information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision.  Since Octillion and its management are in
possession of all facts relating to the disclosure in the
registration statement, they are responsible for the adequacy and
accuracy of the disclosures that they have made.

      If Octillion requests acceleration of the registration
statement`s effectiveness, Octillion should furnish a letter at
the
time of the request, acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.

* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Octillion from its full responsibility for the adequacy
and
accuracy of the disclosure in the registration statement.

* Octillion may not assert our comments and the declaration of the
registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.

	The Commission`s Division of Enforcement has access to all
information that Octillion provides us in our review of the
registration statement or in response to our comments on the
registration statement.

	We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.

	You may direct questions on accounting comments to Meagan L.
Caldwell, Staff Accountant, at (202) 551-3754 or Scott Watkinson,
Senior Staff Accountant, at (202) 551-3741.  You may direct
questions
on other comments and disclosure issues to Edward M. Kelly, Senior
Counsel, at (202) 551-3728 or me at (202) 551-3767.

Very truly yours,

Jennifer R. Hardy

Legal
Branch Chief

cc:	Joseph Sierchio, Esq.
	Sierchio Greco & Greco LLP
	720 Fifth Avenue
	New York, NY 10019

Ms. Terri DuMoulin
December 5, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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