SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Via U.S. Mail and Facsimile

Mail Stop 4631
November 5, 2009
 Meetesh V. Patel Chief Executive Officer and President New Energy Technologies, Inc. 3905 National Drive, Suite 110 Burtonsville, Maryland  20866
Re: New Energy Technologies, Inc.
Registration Statement on Form S-1  Filed October 9, 2009
  File No. 333-162417

Dear Mr. Patel:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is 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 us at the telephone numbers listed at the end of this letter.

General
1. Please note the updating requirements of Rule 8-08 of Regulation S-X.
2. We may have further comments on the lega l opinions and other exhibits once the
are filed.  Please understand that we will need adequate time to review these
materials before effectiveness. y

Meetesh V. Patel
New Energy Technologies, Inc.
November 5, 2009 Page 2   Facing Page

3. Please revise to include the approximate date of commencement of proposed sal
to the public.   e
 Calculation of Registration Fee

4. We note that the options held by Mr. Patel, for whom you have registered
1,000,000 shares underlying such options for re sale, have not vested.  Similarly,
options held by each of Messrs. Bhogal, Livesey and Sierchio have vested only with respect to 10,000 shares, rather than the 50,000 shares you register for res
by each of them.  Please tell us why you belie ve it is appropriate to register s
issuable upon exercise of unvested options at this time.   ale
hares

About Us and Our Business, page 3

5. Please disclose that your independent regi stered public accounting firm issued an
opinion which raises substantial doubt about  the Company’s ability to contin
a going concern.  Please disclose that you are a development stage company.
Please also disclose that you have not generated any revenue since inception.
ue as

isk Factors, page 6R
6. We note disclosure in your filing that you need to raise additional capital to
g
ing it

e have experienced significant losses . . ., page 6continue your operations.  Please add a risk  factor discussing the fact that sellin
shareholders may compete with the comp any for buyers of your shares, mak
potentially more difficult for the company to raise money.
W
7. We note disclosure of your positive working capital surplus and stockholders’

D&A, page 23equity.  This information does not help investors to understand risks associated
with your significant losses.  Please replace th is information with disclosure of the
amounts of your losses since inception and for the periods presented in your
financial statements. Please also disclose  in a separate risk factor the risks
regarding the additional funds or time required to successfully commercialize
your technology.
M
8. Please revise MD&A to discuss more specifically the steps you will take during
 the next year to become operational.  We note disclosure that you believe your
available funds will be sufficient to fund your operations through August 31,
2010; please also elaborate on what thes e operations will be comprised of, what

Meetesh V. Patel
New Energy Technologies, Inc.
November 5, 2009 Page 3

escription of Our Busine ss and Property, page 36your needs for capital will be and why you believe funds will be sufficient
through August 2010.
D

9. We note that MD&A discusses a UIUC  Sponsored Research Agreement and
nts
inated
10. Please disclose how you intend to generate revenue going forward.  In this regard,
hich
 and
in

ur MotionPower Technology, page 37; Our SolarWindows Technology, page 41Oakland Sponsored Research Agreement.  Please briefly discuss these agreeme
in the Business section.  You should clarif y why the agreements were term
or permitted to expire, what was being researched under the agreements and whether you have discontinued the re search being conducted under these
agreements.
please clearly explain the lin es of business in which you are engaged and in w
you intend to engage.  For example, we note the disclosure in the second risk
factor on page 8 that you currently ha ve no commercialized products or any
source of revenue and that you have inve sted substantially all of your time
resources over the past three years in the development of technologies.  We also
note in the last risk factor on page 8 that you anticipate to remain engaged
research and development for a considerab le time.  Please revise throughout to
clearly disclose your business plan.
O

11. Please clarify, here and in the summary section, the extent to which you actually
hat
12. Please also clarify the extent to wh ich you intend to actually develop any
13. Please disclose who your potential customers are and the markets for your
end
 own or have rights in either of the te chnologies you discuss, or whether you
intend to license technology owned by othe rs.  We note, for example, that you
state that the USF Option Agreement give s you the right to ob tain an exclusive
worldwide license to use patented U SF technology in connection with the
SolarWindow technology.  Disclosure else where in the prospectus suggests t
you must first obtain a license from USF in order to pursue any development or
sales of products using th e SolarWindow technology.  Please also clarify whether
the patent applications for the MotionPower tech nology were filed by the
company or have been assigned to the company by another person.
technology, or whether it is your intention to license or  sublicense others to
develop or use the technology.
MotionPower and SolarWindow technologies , the industries in which you int
to compete, as well as how you intend to distribute your products.

Meetesh V. Patel
New Energy Technologies, Inc.
November 5, 2009 Page 4
14. For each of your MotionPower and SolarWindow technologies, please disclose the details of the contractual arrangements  with third party providers related to
, or a
number of different devices.
tivities with respect to the MotionPower
prototype.  Disclosure on page 38 sta ting that you have “already initiated and
ctually
traffic location, harvests energy from  passing vehicles and converts it to

agreements with V2G Enterprises, LLC
and Sigma Design Company, and file them  as exhibits to your registration
e

Our SolarWindow Technology, page 42your research, development and design activ ities and prototype devices, if any.
Please disclose the ownership of the technology and the products including the prototype device, if any.  Please also include these cont racts as exhibits to your
registration statement, as they appear  to be material to your business.
15. Please explain whether you are developi ng a single MotionPower device
16. Please clarify the extent of your testing ac
intend to undertake durability tests” is unclear as to whether you have a
initiated any tests or only intend to undertake them in the future.
17. Please briefly explain how your MotionP ower technology, installed at a high
electricity.  In addition, de scribe the new roadway technologies that are involved
with your products that you refer to under “Government Regulation of our
MotionPower Technology” on page 39, and clarify whether you are also
developing these technologies.  Please also ensure that you describe this
technology in sufficient detail to differentiate it from your competitors’ technologies, discussed on page 40.
18. Please disclose material terms of your
statement.  Please also clarify whether there have other consulting agreements
regarding the MotionPower technology and prototype device.  Your disclosur
preceding the description of these agreements states that you have “a number” of
third party agreements.

arch Agreement and USF Option Agreement
as exhibits to the registration statement.
our technology.   19. Please file your USF Sponsored Rese
20. Please explain how USF researchers were able to test y

Our Offices and Research Facilities, page 45
21. Please explain what a “packaged” office is.

Meetesh V. Patel
New Energy Technologies, Inc.
November 5, 2009 Page 5
t the laboratory facilities in Tampa
are your property.  Please clarify.  If you do not own or lease these facilities,
please remove this disclosure.  If you do not otherwise have research facilities,
ave
 C22. Based on your disclosure, it does not appear tha
please revise the heading of this section to remove the inference that you do h
research facilities.
urrent Directors a nd Officers, page 47

23. Please revise the biographies of Messrs.  Bhogal and Sierchio to provide their
e past  five years, including specific dates for
to Item 401(e) of Regulation S-K.
Sbusiness experience for at least th
each term of employment.  Refer

ecurity Ownership of Certain Benefi cial Owners and Management, page 58
24. Please ensure that you have disclosed th e security ownership of each person or
group of affiliated persons who benefici ally own 5% or more of your c
stock.  We note disclosure in the risk factors that five stockholders ownommon
 59% of

Tyour outstanding common stock; however, it  is unclear from the beneficial
ownership table who the five stockholde rs are or their respective ownership
percentages.  We note that you have  included disclosure regarding 1420525
Alberta Ltd.’s 43% ownership interest.
ransactions with Related Persons, page 59
25. Please provide the information require d by Item  404(b) of Regulation S-K
ted party transactions. regarding the review and approval of rela

Selling Stockholders, page 64
26. Since you are also registering 9,700,000 resale  shares issued to your stockholders
pursuant to exemptions
transactions in which th from registra tion requirements, please describe the
ese shares were issued.
Com
pany Prospectus, page CP-1
27. Please clarify that the company is offering the 30 million shares and tha t your
d President w ill sell the shares on behalf of the
DChief Executive Officer an
company.

ilution, page CP-7
28. We understand that investors in this  offering are paying $1.25 per share,
he number of shares sold in  this offering.  Therefore, please revise
h comparing the amount paid per share by new investors (currently regardless of teach paragrap

Meetesh V. Patel
New Energy Technologies, Inc.
November 5, 2009 Page 6
rs.
 E$0.43, $0.32 and $0.18) per share to the amount  paid by existing shareholde
xhibit Index

29. We note the disclosure on page 3 that the name of Octillion Corp. was changed to
New Energy Technologies, Inc. effective December 2, 2008.  However, the
 of incorporation and by-laws included as exhi bits 3.1 and 3.2 to the Form
S-1 filed on March 12, 2008 are for Octillion Corp.  Please revise to include the
 do

ursuant to Item 601(b)(21) of Regulation S-K;
ployment Termination Agreement with Nicholas Cucinelli;
•

Undarticles
current articles of incorp oration and by-laws for Ne w Energy Technologies, Inc.
30. Please include the following as exhibits or explain why you ar e not required to
so:
• Subsidiaries p
• Power of Attorney pursuant to It em 601(b)(24) of Regulation S-K;
• February 8, 2008 Securities Purchase Agreement;
• Em
 June 24, 2009 Employment Agreement with Meetesh V. Patel; and
• Subscription Agreement.
ertakings, page II-5
31. Please delete the undertaking 4(i)(A) and (B) on page II-5 which relies on Rule
 4(i)(B)(i) which relies on Rule 430C.
lease amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to r
tters greatly facilitate our review.  Please understand that we may have additional
comme
der
ire
 are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accurac
f
e 430B.  Please retain the undertaking

As appropriate, p
expedite our review.  Please furnish a cove r letter with your amendment that keys your
esponses to our comments and provides any requested information.  Detailed cover
le
nts after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required un
the Securities Act of 1933 and that they have  provided all information investors requ
for an informed investment decision.  Since the company and its management
y and adequacy of the disclosures they have made.

Notwithstanding our comments, in the even t the company requests acceleration o
the effective date of the pending registration statement, it should furnish a letter, at th
time of such request, acknowledging that:

Meetesh V. Patel
New Energy Technologies, Inc. November 5, 2009 Page 7
ommission or the staff, acting purs uant to delegated authority, declare the
filin
the action of the Commission or the staff, acting pursuant to delegated authority, in

the company may not assert staff comments a nd the declaration of effectiveness as a

In addition, please be advi sed that the Division of En forcement has access to all

wit

We will consider a written request for acceleration of the effective date of the
egistra
f the
curities specified in the above registration statement.  We will act  on the request and,
pursuan
ation
ent
te.

     Pamela Long

cc: Joseph Sierchio, Esq. ( Via facsimile 212/246-3039 )
 Sierchio & Co 430 Park Aven
 New York, New York 10022 ‚ should the C
g effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

‚
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
‚
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 information you provide to the staff of the Di vision of Corporation Finance in connection
h our review of your filing or in response to our comments on your filing.
r tion statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering o
se
t to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceler
of a registration statement.  Please allow ad equate time after the filing of any amendm
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective da
Please contact Sherry Haywood, Staff Attorn ey at (202) 551-3345 or me at (202)
551-3760 with any questions.

     S i n c e r e l y ,

     A s s i s t a n t  D i r e c t o r
mpany, LLP
ue, 7
th Floor