SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631
January 28, 2010
  Mr. Meetesth Patel New Energy Technologies 3905 National Drive, Suite 110 Burtonsville, MD 20866

 RE: New Energy Technologies
Form 10-K for the fiscal year ended August 31, 2009
  Filed December 15, 2009
File #333-127953

   Dear Mr. Patel:
We have reviewed your filings 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 pr ovide us with supplemental information so
we may better understand your disclosure.  Af ter reviewing this information, we may or
may not 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 on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the fiscal year ended August 31, 2009

General
1. On November 5, 2009, we issued comme nts on your registration statement on
Form S-1.  Many of these comments pertai n to disclosures that also appear in
Form 10-K.  For example, we issu ed comments on disclosures about your
business, your management’s discussion and analysis, and management.  Please
tell us supplementally where you have incl uded disclosure in response to each of

Mr. Meetesth Patel
New Energy Technologies January 28, 2010 Page 2
our November 5 comments, other than comm ents that specifically relate to the
transaction being registered on Form S-1,  in your Form 10-K.  Please be as
specific as possible in your response.   For example, you should reference
appropriate page numbers, subcaptions and paragraphs throughout your Form 10-
K to direct our attention to the specific  responsive disclosure s.  We may have
additional comments upon review of your  response, and may request that you
amend your Form 10-K accordingly.

Cautionary Statement Pursuant to Safe Ha rbor Provisions of th e Private Securities
Litigation Reform Act of 1995, page 4
2. Please note that the protections of the Pr ivate Securities Litigation Reform Act,
including the safe harbor for forward l ooking statements set forth in Section 21E
of the Exchange Act and 27A of the Secu rities Act, do not apply to issuers of
penny stock.  Please amend this section to remove the references to the Act and to
the safe harbor provisions of Sections 21E  and 27A, or to explicitly state that
these protections do not apply to stat ements you make.  Ensure that your
disclosure in future filings is responsive to this comment as well.
3. Please see the exhibit table in  Item 601 of Regulation S-K.   This table identifies
all of the exhibits that y ou must list in your exhibit in dex and file or incorporate
by reference in to your Form 10-K.  For example, you must identify and file or
incorporate by reference your charter, bylaw s and material contracts as exhibits.
Please review Item 601 and amend your Form  10-K to include all of the required
items.

Form 10-Q for the quarterly period ended November 30, 2009
Item 4T. Controls and Procedures, page 30
(a)Disclosure Controls and Procedures
4. With a view towards future disclosure pl ease tell us more about the material
weakness regarding internal co ntrol over financial reporting that led to the error in
calculation of the fair failure of the Cla ss F Callable Warrants as of November 30,
2009.    You should disclose in greater deta il the nature of the material weakness,
when the material weakness was identified, by whom it was identified and when the material weakness first began.  Please al so discuss the specific steps that the
company has taken to remediate the mate rial weakness and disclose whether the
company believes that the material weakne ss still exists at the end of the period
covered by the report.  We may have additional comments upon review of your
response.

Mr. Meetesth Patel
New Energy Technologies January 28, 2010 Page 3   (b) Internal Control over Financial Reporting

5. We note your disclosure that “[t]here we re no changes in the company’s internal
control over financial reporting, except as described in (a) above , that occurred
during the period covered by this report . . .”  Revise to stat e clearly, if correct,
that there were changes in your internal contro l over financial reporting that
occurred during this quarter that have materially affect ed, or are reasonably likely
to materially affect, your intern al control over financial reporting.

*    *    *    *
   Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require.  Since the co mpany and its management are in possession
of all facts relating to a company’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 company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission 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.

Mr. Meetesth Patel
New Energy Technologies January 28, 2010 Page 4
If you have any questions regarding these comments, please direct them to Errol
Sanderson, Financial Analyst, at (202) 551- 3746, Pamela Long, Assistant Director, at
(202) 551-3765 or, in their absence, to the undersigned at (202) 551-3689.

         S i n c e r e l y ,             John Hartz        Senior Assistant Chief Accountant