SecProbe.io

July 30, 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.
Amendment No. 1 to Form S-1 Filed July 20, 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. We substantially reissue comment two from our letter dated June 25, 2010.  Because this
is a best efforts, no minimu m offering, please revise the pr ospectus cover page, Use of
Proceeds, Capitalization, and Management’s Di scussion and Analysis sections to reflect
the sale of varying 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.
 2. Please insert on the prospectus cover page the disclosure requested in comment three
from our letter dated June 25, 2010 about the limitations on resales by purchasers in the
offering due to the shell company status of the company.

Shelley Guidarelli
Norman Cay Development Inc.
July 30, 2010 Page 2

Prospectus Summary, page 6

 3. You disclose in the penultimate paragraph on page 6 that “[t]he Company intends to begin operations in the coming months and believes it will be able to do so even if no
funds are raised hereunder.”  Disclose the ba sis for the company’s belief.  Explain exactly
what you mean by “begin operations.”  Disclose how, if you raise no funds from the offering, you will be able to pay for the costs of the offering, meet the costs of being a reporting company and begin operations .  Provide quantified disclosure.
 4. As requested in comment five from our letter dated June 25, 2010, disclose in the
prospectus summary 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.
 Summary of the Offering, page 7

 5. Revise this section so that it is clear that the company may receive no or minimal
proceeds from the offering.
 Risk Factors, page 8

 Shareholders who hold unregistered securities of our common stock are subject to resale
restrictions pursuant to Rule 144, due to our status as a “shell company,” page 9
 6. Please revise this risk factor and your references to “unregiste red” securities.  The resale
limitations of Rule 144(i) apply to unrestricted as well as restricted securities.  Refer to
Section II.F.6 of SEC Releas e No. 33-8869 (December 6, 2007), available on our website
at http://www.sec.gov/rules/final/f inalarchive/finalarchive2007.shtml
.
 Key management personnel may leave the company…, page 11

 7. We reissue comment 14 from our letter date d June 25, 2010.  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 13

 8. We reissue comment 15 from our letter date d June 25, 2010.  Please revise to disclose
how you determined the net proceeds from this  offering will allow you to operate for the
next 12 months.  Clarify what your intende d business activities will be the next 12
months.

Shelley Guidarelli
Norman Cay Development Inc.
July 30, 2010 Page 3

Market for Common Equity and Related Shareholder Matters, page 17

 No Public Market for Our Common Stock, page 17

 9. Please revise your reference to your applyi ng for trading of your common stock on the
over-the-counter bulletin board.  The over-the-counter bulletin  board is not an issuer
listing service, market or exchange, and th ere is no business relationship between the
over-the-counter bulletin board and the issuer.  Instead, ex plain how a company’s stock
becomes eligible and remains eligib le for quotation by a market maker.
 Management’s Discussion and Analysis, page 20

 10. We reissue comment 17 from our letter da ted June 25, 2010.  In this section, please
reference your auditor’s substa ntial doubt of your ability to continue as a going concern.
 11. We reissue comment 18 from our letter date d June 25, 2010.  Please revise to provide a
time line for achieving each step in your proposed  business plan and the associated costs.
For example, disclose your costs for obtaining a reseller license, l easing 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 proceeds
from the offering, the offering costs, the co sts of being a reporting company and your
lack of an external credit facility.
 12. We reissue comment 19 from our letter date d June 25, 2010.  You disclose that you have
financed your operating and cash flow n eeds through debt financing from private
investors.  Please 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 statements that you issued a note payable on April 29, 2010 for $9,928 and a
note payable on May 10, 2010 for $20,000.  Disc uss how these notes impact your
liquidity and how you intend to satisfy your obligations under the notes.  File your
material debt agreements as exhibits.
 Executive compensation, page 22

 13. Please confirm that the dollar value reporte d in the column “Stock Awards ($)(e)”
represents the grant date aggregate fair va lue of the stock award computed in accordance
with FASB ASC Topic 718 rath er than the aggregate number of shares underlying the
award.  Refer to Regulation S-K Item 402(n)(v) and the Instructions to Item 402(n)(2)(vi)
and (vi).

Shelley Guidarelli
Norman Cay Development Inc. July 30, 2010 Page 4

 Financial Statements, page F-1

14. It is unclear to us why you have removed the report of your independent registered public accounting firm.  In this regard, we note at Ex hibit 23 that the auditors have consented to
the inclusion of such report in your filing.  Pl ease revise your filing to include an audit
report and a currently  dated consent.
 Exhibits

 15. Please revise your reference to Exhibit 5.1 in the exhibit index so th at it refers to the
opinion of counsel and not to the consent of counsel.
 Exhibit 5.1

 16. We note that counsel opines that “the outst anding Shares described in the Registration
Statement, are legally issued, fully paid and non-assessable;” however, the company is offering newly issued shares pursuant to the registration statement.  Please have counsel
revise its opinion accordingly.

You may contact Melissa Ha uber, Staff Accountant, at 202-551-3368 or Robert
Littlepage, Accountant Branch Chief, at  202-551-3361 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact  Ajay Koduri, Staff
Attorney, at 202-551-3310 or Kathleen Krebs, Special Counsel, at 202-551-3350 with any other
questions.
Sincerely,

Larry Spirgel Assistant Director
cc: Via facsimile to 619-330-1888

 Wade D. Huettel, Esq.  Carrillo Huettel, LLP