SecProbe.io

June 25, 2010

Via U.S. Mail

Shelley Guidarelli
President and Chief Executive Officer
Norman Cay Development Inc.
4472 Winding Lane
Stevensville, MI 49127

Re: Norman Cay Development Inc.
Registration Statement on Form S-1
Filed June 3, 2010
  File No. 333-167284

Dear Ms. Guidarelli:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Prospectus Cover Page

1. Clearly highlight throughout th e prospectus that, since th ere is no minimum amount of
shares that must be sold by the company, you may receive no proceeds or very minimal
proceeds from the offering and potential investors may end up holding shares in a
company that:

• Has not received enough proceeds from th e offering to begin operations; and
• Has no market for its shares.

Shelley Guidarelli
Norman Cay Development Inc.
June 25, 2010 Page 2

2. Because this is a best efforts, no minimum offering, please revise the prospectus cover
page, Use of Proceeds, Capitalization, Dilution and Management’s Discussion and
Analysis sections to reflect the sale of va rying amounts of the total amount being offered.
At a minimum, revise your disclosure to show the impact of 10% , 50%, and 100% of the
shares being sold.

3. Please prominently disclose that the comp any is a shell company. Accordingly, the
securities sold in this offe ring can only be resold through registration under the Securities
Act of 1933, Section 4(1), if available, for non- affiliates, or by meeting the conditions of
Rule 144(i). Also, revise your  disclosure throughout your prospectus, including in your
risk factors, to account for the implicati ons of being designated a shell company.

Prospectus Summary, page 6

4. Disclose why the company is conducting an offering and becoming a reporting company in light of the following:

• The company was only recently incorporated and has no business operations;
• The company’s sole officer and direct or has no experience in the company’s
proposed business operations and devotes her time to other businesses; and
• The offering is for minimal funds that like ly will be insufficient to begin business
operations, pay for the costs of the o ffering, and meet the costs of being a
reporting company.

5. Disclose whether Ms. Guidarelli, the company, any company promoters, or their affiliates
intend for the company, once it is reporting, to be  used as a vehicle for a private company
to become a reporting company.

The Company Overview, page 6

6. We note your intention to become an author ized reseller of wireless telephones and
service plans and to operate through storefront and kiosk lo cations.  Please revise the
prospectus in the appropriate places to clar ify that, currently, you are not an authorized
reseller of wireless telephones and service plans or an operato r of any storefront or kiosk
locations.

7. In addition to hiring the qualified persons re ferenced in the last paragraph on page 6,
please revise in the appropriate places to explain the concrete business steps you intend to take to procure licenses from wireless wholesalers.

Shelley Guidarelli
Norman Cay Development Inc.
June 25, 2010 Page 3

8. We note Ms. Guidarelli is the Vice Presid ent of Account Management for CPGjobs
which appears to be based in Pasadena, CA, as well as the operator of her own business,
Guidarelli Staffing Solutions, LLC (at www.guida relli.com), which appears to be based
in Michigan.  Further, it appears your operations are based in Stevensville, MI.  Since your business plan includes opening stores and kiosks to sell wirele ss phones and service
plans, please revise to disclose wher e you intend to open these locations.

9. We note you intend to acquire multiple reseller  licenses and be a retailer of multiple
wireless telephones and service plans.  Please revise in the appropria te places to explain
the operational differences between being a reseller of multiple wireless telephones and
services rather than one wireless service pr ovider and the challenges associated with
being a reseller of competing br ands rather than one brand.

10. Please revise in the appropriate places to ex plain in more detail and adequately support
the following assertions:

• What are the specific wireless solutions that will attract new customers more
quickly than your competitors (pages 6 and 14);
• How you will sustain lower operating costs than your competitors (pages 6 and
15), including substantially lower costs th an most of your competitors (page 15);
• How you will use your capital more effectively in your business to offer a wide range of styles and service plans (discussing these specifics of these styles and plans) (pages 6 and 15);
• How you will be able to achieve a signifi cantly lower cost per gross customer
addition (page 14); and
• How you plan to offer a differentiated services (page 15).

In this regard, it is unclear upon what bases you can make these assertions when you are in the development stage and your sole offi cer and director has no experience in the
wireless business.

11. Please revise in the appropriate places to outlin e your plan to retain qualified persons or
consultants to perform the marketing and resa le of your products or state that you have no
current concrete plans to hire su ch persons or consultants.

Risk Factors, page 8

12. We refer you to Item 503(c) of Regulation S-K.  Please revise to include risk factors
regarding your:

• Lack of an operating history,
• Lack of an external credit facility,
• Dependence on attaining wireless reseller licenses,
• Dependence on attaining reasonable leases for your stores and kiosks,

Shelley Guidarelli
Norman Cay Development Inc.
June 25, 2010 Page 4

• Dependence on hiring an indi vidual to develop and execute a viable marketing
and resale program,
• Dependence on debt financing from private investors (as mentioned at the bottom
of page 15) to fund your operations,
• Financial position, and
• The auditor’s substantial doubt of your abi lity to continue as a going concern.

Risks Related To Our Business, page 8

13. Please revise this subheading and the immediately following risk factor subheading to refer to your
proposed  business.

Key management personnel may leave the Company, …, page 9

14. Revise this risk factor disclosure and subheading to focus on the fact that you are
dependent upon your sole officer  and director, who lacks experience in your proposed
business and devotes her time to her other businesses.

Use of Proceeds, page 12

15. Please revise to disclose how you determined the net proceeds from this offering will allow you to operate for the next 12 mont hs.  Clarify what your intended business
activities will be the next 12 months.

Description of Our Business, page 14

16. Please refer to Item 101(h)(iv) and provide a r obust discussion of th e competition in your
proposed business.

Management’s Discussion and Analysis, page 15

17. In this section, please refere nce your auditor’s su bstantial doubt of your ability to
continue as a going concern.

18. Please revise to provide a time line for achieving each step in your proposed business plan and the associated costs.  For exampl e, disclose your costs for obtaining a reseller
license, leasing and building out a storefront or kiosk, buying the necessary start-up
equipment, hiring employees, and generally  starting operations.  Discuss when you
expect to complete each step.  Explain how you intend to fund these costs, taking into
account the various levels of pr oceeds from the offering, the offering costs, the costs of
being a reporting company and your lack  of an external credit facility.

Shelley Guidarelli
Norman Cay Development Inc.
June 25, 2010 Page 5

19. You disclose that you have financed your operating and cash flow needs through debt
financing from private investors.  Pleas e disclose the amount of funding you have
received and the material terms of the loans.  In this regard, we note your disclosure in
Note 3 and Note 6 to the financial statemen ts that you issued a note payable on April 29,
2010 for $9,928 and a note payable on May 10, 2010 for $20,000.  Discuss how these notes impact your liquidity and how you in tend to satisfy your obligations under the
notes.  File your material de bt agreements as exhibits.

Directors, Executive Officers, Promoters and Control Persons, page 17

20. Please disclose how long Ms. Guidarelli has be en employed by CPGjobs.  Further, please
refer to Item 401(e) and discu ss the specific experiences, quali fications, or skills that Ms.
Guidarelli possesses that support you r conclusion that she should  serve as director of the
company.

21. Please revise to make clear that you have one officer and director who is the same person.

Summary Compensation Table, page 18

22. Please identify the period covered by the ex ecutive compensation tables.  In addition,
please revise the “Stock Awards” column of the summary compensation table to disclose
the grant date aggregate fair value of the st ock award computed in accordance with FASB
ASC Topic 718 rather than the aggregate numbe r of shares underlying the award.  Refer
to Regulation S-K Item 402(n)(v ) and the Instructions to Item 402(n)(2)(v i) and (vi).

23. Please disclose that, effective as of May 1, 2010, Ms. Guidarelli will earn a monthly fee
of $2,500.00 per month.  We refer you to Secti on 3 of the Management Agreement filed
as Exhibit 10.1

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company 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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• Should the Commission or the st aff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

Shelley Guidarelli
Norman Cay Development Inc.
June 25, 2010 Page 6

• The action of the Commission or  the staff, acting pursuant to delegated authority, in
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

• The company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Please contact Ajay Koduri, Staff Attorney, at 202-551-3310 or Kathleen Krebs, Special
Counsel, at 202-551-3350 with any questions.

Sincerely,

Larry Spirgel
Assistant Director

cc: Via facsimile to 619-330-1888
 Wade D. Huettel, Esq.
 Carrillo Huettel, LLP