SecProbe.io

CORRESP
 1
 filename1.htm

 nxpl20260526_corresp.htm

 NextPlat Corp

 400 Ansin Blvd, Suite A

 Hallandale Beach, FL 33009

 June 2, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Marion Graham

 Re:

 NextPlat Corp

 Registration Statement on Form S-3

 Registration No. 333-295602

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the Securities Act of 1933, as amended, NextPlat Corp, a Nevada corporation (the “Company”), hereby respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 P.M. (Eastern Time) on June 4, 2026, or as soon thereafter as possible on such date.

 Very truly yours,

 NextPlat Corp

 By:
 /s/ David Phipps

 Name:
 David Phipps

 Title:
 Chief Executive Officer and President

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 13, 2026

David Phipps
Chief Executive Officer
NextPlat Corp
400 Ansin Blvd, Suite A
Hallandale Beach, FL 33009

 Re: NextPlat Corp
 Registration Statement on Form S-3
 Filed May 6, 2026
 File No. 333-295602
Dear David Phipps:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rule 461 regarding requests for acceleration. We remind
you that the
company and its management are responsible for the accuracy and adequacy of
their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
 Please contact Marion Graham at 202-551-6521 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 nxpl20260106_corresp.htm

 NextPlat Corp

 400 Ansin Blvd, Suite A.

 Hallandale Beach, FL 33009

 January 6, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 Washington, DC 20549

 Re: NextPlat Corp

 Registration Statement on Form S-3

 File No. 333-292211

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, NextPlat Corp, a Nevada corporation (the “Company”), hereby respectfully requests that the effective date for the Registration Statement referenced above be accelerated so that it will be declared effective at 4:30 P.M. (Eastern Time) on January 8, 2026, or as soon thereafter as possible on such date.

 Very truly yours,

 NextPlat Corp

 By: /s/ Amanda Ferrio

 Name: Amanda Ferrio

 Title: Chief Financial Officer

CORRESP
1
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	nxpl20240731_corresp.htm

NextPlat Corp.

3250 Mary St., Suite 410

Coconut Grove, FL 33133

August 2, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

			Re:

			NextPlat Corp

			Registration Statement on Form S-4

			File No. 333-280324

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, NextPlat Corp, a Nevada corporation (the “Company”), hereby respectfully requests that the effective date for the Registration Statement referenced above be accelerated so that it will be declared effective at 4:30 P.M. (Eastern Time) on August 6, 2024, or as soon thereafter as possible on such date.

			Very truly yours,

			NextPlat Corp.

			By:

			/s/ Charles M. Fernandez

			Name:

			 Charles M. Fernandez

			Title:

			Executive Chairman and Chief Executive Officer

CORRESP
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NextPlat Corp.

3250 Mary St., Suite 410

Coconut Grove, FL 33133

July 10, 2023

VIA EDGAR

U.S. Securities
and Exchange Commission

Division of
Corporate Finance

Washington,
DC 20549

    Re:
    NextPlat Corp

    Registration Statement on Form S-3

    File No. 333-272809

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, NextPlat Corp, a Nevada corporation (the “Company”), hereby respectfully
requests that the effective date for the Registration Statement referenced above be accelerated so that it will be declared effective
at 4:30 P.M. (Eastern Time) on July 12, 2023, or as soon thereafter as possible on such date.

    Very truly yours,

    NextPlat Corp.

    By:
    /s/ Charles M. Fernandez

    Name:
    Charles M. Fernandez

    Title:
    Executive Chairman and Chief Executive Officer

United States securities and exchange commission logo
June 28, 2023
Charles M. Fernandez
Chief Executive Officer
NextPlat Corp
3250 Mary St., Suite 410
Coconut Grove, FL 33133
Re:NextPlat Corp
Registration Statement on Form S-3
Filed June 21, 2023
File No. 333-272809
Dear Charles M. Fernandez:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Mariam Mansaray, Staff Attorney, at 202-551-6356 or Matthew Derby,
Legal Branch Chief, at 202-551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
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NextPlat
Corp.

3250
Mary St., Suite 410

Coconut
Grove, FL 33133

February
3, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Washington,
DC 20549

    Re:
    NextPlat
    Corp

    Registration
    Statement on Form S-3

    File
    No. 333-269422

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, NextPlat Corp, a Nevada corporation (the “Company”),
hereby respectfully requests that the effective date for the Registration Statement referenced above be accelerated so that it will be
declared effective at 4:30 P.M. (Eastern Time) on February 7, 2023, or as soon thereafter as possible on such date.

    Very
    truly yours,

    NextPlat
    Corp.

    By:
    /s/
    Charles M. Fernandez

    Name:
    Charles
M. Fernandez

    Title:
    Executive
    Chairman and Chief Executive Officer

United States securities and exchange commission logo
February 1, 2023
Charles M. Fernandez
Chief Executive Officer
NextPlat Corp
3250 Mary St., Suite 410
Coconut Grove, FL 33133
Re:NextPlat Corp
Registration Statement on Form S-3
Filed January 26, 2023
File No. 333-269422
Dear Charles M. Fernandez:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeff Kauten, Staff Attorney, at (202) 551-3447, or in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Marc Rivera

CORRESP
1
filename1.htm

NextPlat
Corp.

3250
Mary St., Suite 410

Coconut
Grove, FL 33133

December
5, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Washington,
DC 20549

    Re:
    NextPlat
    Corp

    Registration
    Statement on Form S-3

    File
    No. 333-268488

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, NextPlat Corp, a Nevada corporation (the “Company”),
hereby respectfully requests that the effective date for the Registration Statement referenced above be accelerated so that it will be
declared effective at 4:30 P.M. (Eastern Time) on December 6, 2022, or as soon thereafter as possible on such date.

    Very
    truly yours,

    NextPlat
    Corp.

    By:
    /s/
    Charles M. Fernandez

    Name:
    Charles
M. Fernandez

    Title:
    Executive
    Chairman and Chief Executive Officer

United States securities and exchange commission logo
November 28, 2022
Charles Fernandez
Chief Executive Officer
NextPlat Corp.
3250 Mary St., Suite 410
Coconut Grove, FL 33133
Re:NextPlat Corp.
Registration Statement on Form S-3
Filed November 21, 2022
File No. 333-268488
Dear Charles Fernandez:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Lauren Pierce, Staff Attorney, at (202) 551-3887 or Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Marc Rivera

CORRESP
1
filename1.htm

NextPlat
Corp.

3250
Mary St., Suite 410

Coconut
Grove, FL 33133

June
29, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Washington,
DC 20549

    Re:
    NextPlat
    Corp

    Registration
    Statement on Form S-3

    File
    No. 333-262748

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, NextPlat Corp, a Nevada corporation (the “Company”),
hereby respectfully requests that the effective date for the Registration Statement referenced above be accelerated so that it will be
declared effective at 4:30 P.M. (Eastern Time) on July 1, 2022, or as soon thereafter as possible on such date.

    Very
    truly yours,

    NextPlat
    Corp.

    By:

    /s/
    Paul R. Thomson

    Name:
    Paul
    R. Thomson

    Title:
    Executive
    Vice President & Chief Financial Officer

CORRESP
1
filename1.htm

    ArentFox
                                            Schiff LLP

    1717
    K Street NW

    Washington,
    DC 20006

    202.857.6000
    MAIN

    202.857.6395
    FAX

    June
                                            14, 2022

    Office
    of Technology

    Division
    of Corporation Finance

    United
    States Securities and Exchange Commission

    100
    F St NE

    Washington,
DC 20549

    Attention:
Ms. Priscilla Dao

    afslaw.com

    Ralph
    De Martino

    Partner

    (202)
    724-6848 DIRECT

    rdemartino@afslaw.com

Mr.
Matthew Derby

    Re:
    NextPlat
                                            Corp Amendment No. 4 to Registration Statement on Form S-3

    Filed
    June 14, 2022 (File No. 333-262748)

To
Whom It May Concern:

The
undersigned serves as counsel to NextPlat Corp (“NextPlat”). NextPlat filed Amendment No. 4 (the “Amendment”)
to its Registration Statement on Form S-3 today, June 14, 2022 (File No. 333-262748). The Amendment inter alia responds to the
Staff’s comments included in the Staff’s letter (the “Comment Letter”) dated June 10, 2022 and addressed to Mr.
Charles Fernandez, Chief Executive Officer of NextPlat, and is in furtherance of dialogue that took place via a telephone conversation
between the undersigned and Ms. Priscilla Dao on June 13, 2022. For the convenience of the Staff, the comments included in the Staff’s
June 10, 2022 letter are reposted below (in bold) and NextPlat’s response follows each comment in italix.

Amendment
No. 3 to Registration Statement on Form S-3

Risk
Factors, page 10

  1.
  Please add risk factor disclosure that conforms with your disclosures on page 5 regarding your internally
developed model. Your risk factor disclosure should address your belief that your internally developed model will permit you to make
a risk-based assessment regarding the likelihood that a particular NFT could be deemed a “security” within the meaning of
the U.S. federal and/or state securities laws in determining if and how an NFT can be posted on your platform, including the training
processes mentioned.

We
acknowledge your comment and inform you that the requested changes have been made. Specifically, the requested language has been added
to the risk factor entitled “Whether a particular non-fungible token (NFT) or other digital or “crypto” asset is a
“security” is subject to a high degree of uncertainty, and if we are unable to properly characterize an NFT or other digital
asset, we may be subject to regulatory scrutiny, inquiries, investigations, fines, and other penalties, which may adversely affect our
business, operating results, and financial condition” on pages 29 and 30.

Smart
In

Your
World®

    June
                                            14, 2022

    Page
    2

We
hereby reconfirm NextPlat’s understanding that the Staff’s decision not to issue additional comments should not be interpreted
by NextPlat to mean that the Staff either agrees or disagrees with NextPlat’s responses, including any conclusions that NextPlat
made, positions NextPlat has taken and practices NextPlat has engaged in or may engage in with respect to this matter, including in regard
to any NFTs or other crypto assets that NextPlat may develop or mint in the future or that NextPlat may support or facilitate the minting
or trading of in the future.

If
you have any comments or questions please feel free to address them to the undersigned. You can reach me at my office at 202-724-6848,
on my mobile telephone number at 202-415-8300, and via email at ralph.demartino@afslaw.com.

Please
note that Johnathan C. Duncan (who is copied on the Comment Letter) is no longer associated with ArentFox Schiff LLP, and is no longer
appearing as counsel to NextPlat in connection with this matter. Please remove him from any future correspondence.

Please
note that NextPlat would like to file a Rule 461 acceleration request as soon as we clear comments.

Thank
you in advance for your prompt attention to this Correspondence and to the Amendment.

Respectfully
submitted,

Ralph
V. De Martino

RVD/mc

  cc:
  Mr. Charles M. Fernandez

  Mr.
Paul R. Thomson

  Marc
Rivera, Esq.

United States securities and exchange commission logo
June 10, 2022
Charles Fernandez
Chief Executive Officer
NextPlat Corp
18851 N.E. 29th Ave., Suite 700
Aventura, FL 33180
Re:NextPlat Corp
Amendment No. 3 to Registration Statement on Form S-3
Filed May 25, 2022
File No. 333-262748
Dear Mr. Fernandez:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide 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 comment applies 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 registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 13, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-3
Risk Factors, page 10
1.Please add risk factor disclosure that conforms with your disclosures on page 5 regarding
your internally developed model.  Your risk factor disclosure should address your belief
that your internally developed model will permit you to make a risk-based assessment
regarding the likelihood that a particular NFT could be deemed a “security” within the
meaning of the U.S. federal and/or state securities laws in determining if and how an NFT
can be posted on your platform, including the training processes mentioned.

 FirstName LastNameCharles Fernandez
 Comapany NameNextPlat Corp
 June 10, 2022 Page 2
 FirstName LastName
Charles Fernandez
NextPlat Corp
June 10, 2022
Page 2
            Please contact Priscilla Dao, Staff Attorney, at (202) 551-5997 or Matthew Derby, Staff
Attorney, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Johnathan C. Duncan

CORRESP
1
filename1.htm

    ArentFox
                                            Schiff LLP

                                                                              1717 K Street NW

                                                                              Washington, DC 20006

                                                                                                                202.857.6000
                                            MAIN

                                                                              202.857.6395
                                            FAX

    May 26, 2022

                                                                              Office
    of Technology

                                                                              Division
    of Corporation Finance

                                                                              United
States Securities and Exchange Commission

                                                                              100
F St NE

    afslaw.com

                                                                              Ralph
                                            De Martino

                                                                              Partner

                                                                              (202) 724-6848 DIRECT

                                                                              rdemartino@afslaw.com

Washington,
DC 20549

Attention:
Ms. Priscilla Dao

Mr.
Matthew Derby

    Re:
    NextPlat Corp Amendment No. 3 to Registration Statement on Form S-3

                                                                              Filed April 22, 2022 (File No. 333-262748)

To
Whom It May Concern:

The
undersigned serves as counsel to NextPlat Corp (“NextPlat”). NextPlat filed Amendment No. 3 (the “Amendment”)
to its Registration Statement on Form S-3 yesterday, May 25, 2022 (File No. 333-262748). The Amendment inter alia responds to
the Staff’s comments included in the Staff’s letter (the “Comment Letter”) dated May 13, 2022 and addressed to
Charles Fernandez, Chief Executive Officer of NextPlat, and is in furtherance of dialogue that took place via a video conference
conversation among the undersigned, Ms. Priscilla Dao and Mr. Matthew Derby on May 24, 2022. For the convenience of the Staff, the comments
included in the Staff’s May 13, 2022 letter are reposted below (in bold) and NextPlat’s response follows each comment in
italix.

Amendment
No. 2 to Registration Statement on Form S-3

Prospectus
Summary, page 3

1.
We note the revised disclosure on page 5 indicating that “In the event a NFT or other digital asset is deemed by the Company pursuant
to the above analysis to possess a reasonable likelihood of being deemed a security, the Company will (a) comply with applicable laws
and regulations by forming, acquiring or engaging a licensed broker- dealer authorized to act as an trading system for those digital
assets…” It appears that there may be other regulatory implications in the event the company determines that a particular
NFT or crypto asset is or may be a security. Please revise to more broadly address your compliance with the federal securities laws in
such case.

We
acknowledge your comment and inform you that the requested changes have been made.

Smart In

Your World®

      May
                                            26, 2022

Page 2

2.
We note your response to prior comment 3. We further note your disclosure that you “intend to utilize third-party tools to proactively
screen for high-risk wallets, including explicitly sanctioned addresses and addresses associated with sanctioned entities.” Please
revise to clarify whether you intend to verify the identities of users on your platform to determine whether they may be sanctioned or
otherwise restricted, or if you intend to only screen wallet addresses. For example, it is unclear whether a sanctioned individual with
a new digital wallet would be captured in a screening of wallet addresses only. Also, revise your risk factor disclosure to discuss the
risk associated with allowing sanctioned individuals or entities to utilize your platform.

We
acknowledge your comment and inform you that the requested changes have been made.

Risk
Factors

Whether
a particular non-fungible token (NFT) or other digital..., page 10

3.
We note your response to prior comment 2, as well as the related disclosure at the top of page 5. Please revise your risk factor disclosure
to conform it to such response/disclosure.

We
acknowledge your comment and inform you that the requested changes have been made.

General

4.
We note your response to comment 5, as well as your previous related responses. While we do not have any further comments at this time
regarding your responses, please confirm your understanding that our decision not to issue additional comments should not be interpreted
to mean that we either agree or disagree with your responses, including any conclusions you have made, positions you have taken and practices
you have engaged in or may engage in with respect to this matter, including in regards to any NFTs or other crypto assets that you may
develop or mint in the future or that you may support or facilitate the minting or trading of in the future.

We
acknowledge your comment, and hereby confirm NextPlat’s understanding that the Staff’s decision not to issue additional comments
should not be interpreted by NextPlat to mean that the Staff either agrees or disagrees with NextPlat’s responses, including any
conclusions that NextPlat made, positions NextPlat has taken and practices NextPlat has engaged in or may engage in with respect to this
matter, including in regard to any NFTs or other crypto assets that NextPlat may develop or mint in the future or that NextPlat may support
or facilitate the minting or trading of in the future.

.

*
* * * *

      May
                                            26, 2022

Page 3

If
you have any comments or questions please feel free to address them to the undersigned. You can reach me at my office at 202-724-6848,
on my mobile telephone number at 202-415-8300, and via email at ralph.demartino@afslaw.com.

Please
note that Johnathan C. Duncan is no longer associated with ArentFox Schiff LLP, and is no longer appearing as counsel to NextPlat Corp
in connection with this matter.

Thank
you in advance for your prompt attention to this Correspondence and to the Amendment.

Respectfully
submitted,

Ralph
V. De Martino

RVD/mc

cc:
Mr. Charles Fernandez

United States securities and exchange commission logo
May 13, 2022
Charles Fernandez
Chief Executive Officer
NextPlat Corp
18851 N.E. 29th Ave., Suite 700
Aventura, FL 33180
Re:NextPlat Corp
Amendment No. 2 to Registration Statement on Form S-3
Filed April 22, 2022
File No. 333-262748
Dear Mr. Fernandez:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide 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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 14, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-3
Prospectus Summary, page 3
1.We note the revised disclosure on page 5 indicating that “In the event a NFT or other
digital asset is deemed by the Company pursuant to the above analysis to possess a
reasonable likelihood of being deemed a security, the Company will (a) comply with
applicable laws and regulations by forming, acquiring or engaging a licensed broker-
dealer authorized to act as an trading system for those digital assets…”  It appears that
there may be other regulatory implications in the event the company determines that a
particular NFT or crypto asset is or may be a security.  Please revise to more broadly
address your compliance with the federal securities laws in such case.

 FirstName LastNameCharles Fernandez
 Comapany NameNextPlat Corp
 May 13, 2022 Page 2
 FirstName LastName
Charles Fernandez
NextPlat Corp
May 13, 2022
Page 2
2.We note your response to prior comment 3.  We further note your disclosure that you
"intend to utilize third-party tools to proactively screen for high-risk wallets, including
explicitly sanctioned addresses and addresses associated with sanctioned entities."  Please
revise to clarify whether you intend to verify the identities of users on your platform to
determine whether they may be sanctioned or otherwise restricted, or if you intend to only
screen wallet addresses.  For example, it is unclear whether a sanctioned individual with a
new digital wallet would be captured in a screening of wallet addresses only.  Also, revise
your risk factor disclosure to discuss the risk associated with allowing sanctioned
individuals or entities to utilize your platform.
Risk Factors
Whether a particular non-fungible token (NFT) or other digital..., page 10
3.We note your response to prior comment 2, as well as the related disclosure at the top of
page 5.  Please revise your risk factor disclosure to conform it to such response/disclosure.
General
4.We note your response to comment 5, as well as your previous related responses. While
we do not have any further comments at this time regarding your responses, please
confirm your understanding that our decision not to issue additional comments should not
be interpreted to mean that we either agree or disagree with your responses, including any
conclusions you have made, positions you have taken and practices you have engaged in
or may engage in with respect to this matter, including in regards to any NFTs or other
crypto assets that you may develop or mint in the future or that you may support or
facilitate the minting or trading of in the future.
            Please contact Priscilla Dao, Staff Attorney, at (202) 551-5997 or Matthew Derby, Staff
Attorney, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Johnathan C. Duncan

CORRESP
1
filename1.htm

April
22, 2022

VIA
EDGAR SUBMISSION

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention: Priscilla Dao

  Re:
  NextPlat
  Corp

Amendment
No. 1 to Registration Statement on Form S-3

Filed
March 22, 2022

File
No. 333-262748

Ladies
and Gentlemen:

This
letter is being submitted on behalf of NextPlat Corp (the “Company” or “NextPlat”) in response
to the comment letter, dated April 14, 2022, of the staff of the Division of Corporation Finance (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Amended Registration
Statement on Form S-3/A filed on March 22, 2022 (the “Registration Statement”). The Company’s Amendment No.
2 Registration Statement (the “Amended Registration Statement”) has been filed with the Commission.

For
your convenience, we have repeated the comment prior to the response in italics.

Amendment
No. 1 to Registration Statement on Form S-3

Prospectus
Summary, page 3

1.
We note your response to prior comment 1 and that NextPlat Digital “will enable the use of a range of digital assets, such as
non-fungible tokens (“NFTs”), in e-commerce and in community-building activities.” Please revise to provide a more
detailed discussion of NextPlat Digital with regards to its functionality and the range of crypto assets you intend to utilize. For
example, it is unclear whether the platform will be limited to the exchange of NFTs or if it will provide for the purchase and
exchange of a wide variety of crypto assets.

Response:

The
Company notes the Staff’s comment and has expanded its disclosure in the Amended Registration Statement to better describe the
functionality and the range of digital or “crypto” assets the platform will utilize. This expanded disclosure is also set
forth in the first paragraph of Exhibit A hereto.

  Securitiesand Exchange

                                  Commission April 22, 2022

                                  Page 2

2.
We note that you intend to utilize crypto assets and NFTs on NextPlat Digital. Please describe in detail your internal processes for
how you determine, or will determine as you expand your business, whether particular crypto assets are securities within the meaning
of the U.S. federal securities laws, and clarify that such processes are risk based assessments and are not a legal standard or binding
on regulators or courts. Also, include a risk factor addressing the uncertainty and consequences of making an incorrect assessment or
a regulator disagreeing with your assessment.

Response:

A.
As a public company, NextPlat takes compliance procedures seriously and fully recognizes that the determination of whether NFTs or
other forms of digital assets are deemed securities for U.S. security law purposes is based upon case law and Commission policies, rules
and interpretations.

The
Company will follow an internally developed model that will permit it to make a risk-based assessment regarding the likelihood that a
particular NFT could be deemed a “security” within the meaning of the U.S. federal securities laws. This process will involve
employees trained to identify the indicia of a “security” who will also work with outside legal counsel experienced in crypto
asset regulatory matters to make a determination with respect to each NFT, or category of NFT, proposed to be posted on the Company’s
platform. At minimum, all offerings will be separately evaluated to ensure:

 ● Compliance
                                            with Howey, Reves, Gary Plastic and any other appropriate judicial precedent;

 ● Compliance
                                            with The Framework for Investment Contact Analysis of Digital Assets issued by the Strategic
                                            Hub for Innovation and Financial Technology of the Securities and Exchange Commission (the
                                            “Framework”); and

 ● That
                                            said NFTs are not fractionalized or yield-generating.

In
the event a NFT or other digital asset is deemed by the Company pursuant to the above analysis to possess a reasonable likelihood of
being deemed a security, the Company will (a) comply with applicable laws and regulations by forming, acquiring or engaging a licensed
broker-dealer authorized to act as an trading system for those digital assets, or (b) transact in such digital assets offshore in a way
that complies with applicable laws and regulations; or (c) not transact in the subject NFT.

The
Company has expanded its disclosure in the Amended Registration Statement to describe this internal processes for how will determine
whether particular crypto assets are securities within the meaning of the U.S. federal securities laws. This expanded disclosure is also
set forth in the third paragraph of Exhibit A hereto.

  Securitiesand Exchange

                                  Commission April 22, 2022

                                  Page 3

B.
The Company notes the Staff’s comment regarding the inclusion of a new risk factor and has included the requested risk factor
in the Amended Registration Statement. The new risk factor is also set forth on Exhibit B hereto.

3.
We note your disclosure that NextPlat Digital will be used to create “public market places, for us and third-parties, where anyone
with a crypto wallet can buy and sell their own NFTs” and “private market places that only allow a particular company or
entity to sell their own NFTs.” Please revise to disclose whether you intend to conduct due diligence regarding the identities
of the users of your platform. Include a discussion regarding any applicable know-your-customer and anti-money-laundering requirements
under federal or state law and how you intend to comply. Be sure to include a discussion of the process by which new users on your platform
are onboarded and include risk factor disclosure regarding any failure to comply with applicable anti-money laundering and know your
customer requirements.

Response:

A. The
Company notes the Staff’s comment and has expanded its disclosure in the Amended Registration Statement. This expanded disclosure
is also set forth in the fourth paragraph of Exhibit A hereto.

B. The
Company notes the Staff’s comment regarding the inclusion of a new risk factor and has included the requested risk factor in the
Amended Registration Statement. The new risk factor is also set forth on Exhibit C hereto.

4.
Please revise to provide a discussion of the specific state or federal licenses or other regulatory requirements you will have in the
jurisdictions you intend to operate. As nonexclusive example, discuss whether your NFT marketplace would be considered a “money
transmitter” requiring registration as a money services business pursuant to FinCEN requirements and any regulatory or legal restrictions
on crypto assets in China.

Response:

The
Company notes the Staff’s comment and has expanded its disclosure in the Amended Registration Statement. This expanded disclosure
is also set forth on in the fourth paragraph of Exhibit A hereto.

  Securitiesand Exchange

                                  Commission April 22, 2022

                                  Page 4

5.
Please supplementally provide us with a detailed legal analysis of whether the instruments you plan to make available on NextPlat Digital
are securities pursuant to Section 2(a)(1) the Securities Act of 1933. In addition to considering the enumerated types of securities
set forth in Section 2(a)(1), please consider SEC v. W.J. Howey Co., 328 U.S. 293 (1946) and Gary Plastic Packaging Corp. v. Merrill
Lynch, Pierce Fenner & Smith, 756 F.2d 230 (2d Cir. 1985). Moreover, in preparing your legal analysis please address not only the
instruments themselves but also your role in the operation of the marketplace and creation of the instruments.

Response:

The
only crypto assets the Company presently intends to bring to market or promote are NFTs. The Company will not allow the minting, display,
or sale of NFTs that are fractionalized or yield-generating, or contain smart-contract code to enable the pooling of royalties for the
benefit of holders, or provide any other independent passive economic benefit to the holder. Additionally, each NFT will be internally
assessed for indicia of security pursuant to the methodology set forth in the Company’s response to Comment number 2, above. In
the event the subject NFT is deemed by the Company to possess a likelihood of being deemed a security, the Company will (a) comply with
applicable laws and regulations by forming, acquiring or engaging a licensed broker-dealer authorized to act as an trading system for
those digital assets, or (b) transact in such digital assets offshore in a way that complies with applicable laws and regulations; or
(c) not transact in the subject NFT.

To
the extent the Company provides a platform to facilitate the secondary sale of NFTs, the provision of such a secondary market will not
implicate Gary Plastic Packaging Corp because: (i) such NFTs will be marketed as collectibles, not investments; (ii) the Company
will specifically disclaim any implied or inherent value accruing or inuring to the NFTs; (iii) the Company will specifically advise
purchasers of the possibility, and even likelihood, that the value of purchased NFTs will go to zero; and (iv) the Company will engage
in no activity that would reasonably be construed to equate to market manipulation, such as the throttling of supply or the artificial
suspension of transaction activity (other than in exigent circumstances, suspected fraud, planned downtime and the like).

*
* *

Should you have any questions regarding the foregoing, please do not hesitate to contact Ralph De Martino at (202) 724-6848.

  Securitiesand Exchange

                                  Commission April 22, 2022

                                  Page 5

    Sincerely,

    ARENTFOX SCHIFF LLP

    /s/ Ralph De Martino

    By:
    Ralph
    De Martino

Enclosures

cc: Charles
                                            Fernandez, CEO

  Securitiesand Exchange

                                  Commission April 22, 2022

                                  Page 6

Exhibit
A

“Expanding
beyond our current global network of online storefronts serving thousands of consumers, enterprises, and governments, we intend to develop
a next generation platform for digital assets built for Web3, an internet
service built using decentralized blockchains. Our new platform (“NextPlat Digital”), which is currently in the
design and development phase in collaboration with consultants and contracted developers, will initially
enable the use of a range of digital assets, such as non-fungible tokens
(“NFTs”), in e-commerce and in community-building activities.
NextPlat Digital may in the future also enable the posting and use of other digital or “crypto” assets once applicable legal
and regulatory requirements are addressed. As currently contemplated, NextPlat Digital will facilitate the creation/minting,
purchase and sale of a broad range of non-yield-generating and non-fractionalized
NFT products, including, but not limited to, art, music, collectables, digital real estate, video games and
, game items and
certificates of authenticity. We also anticipated developing and
deploying NFTs for use in tokenizing data for use in brand loyalty programs.

NextPlat
Digital, as currently planned, will be used by us to create both (a) public market placesmarketplaces,
for us and third-parties, where anyone with a crypto wallet or credit card
can buy and an
NFT from an authorized user, or, if authorized, sell their own NFTs, and (b) private market places that only allow a particular
company or entity to sell their own NFTs within a branded market (such
as for the promotion of a particular brand or product). We anticipate that NextPlat Digital will be substantially complete within the
next six to nine months.

In
determining if and how an NFT can be posted on our platform, we will follow an internally developed model that will permit us to make
a risk-based assessment regarding the likelihood that a particular NFT could be deemed a “security” within the meaning of
the U.S. federal securities laws. This process will involve employees trained to identify the indicia of a “security” who
will also work with outside legal counsel experienced in crypto asset regulatory matters to make a determination with respect to each
NFT, or category of NFT, proposed to be posted on our platform. These processes and procedures are risk based assessments and are not
a legal standard or binding on regulators or courts. In the event an NFT or other digital asset is deemed by us, pursuant to the above
analysis, to possess a reasonable likelihood of being deemed a security, we will (a) comply with applicable laws and regulations by forming,
acquiring or engaging a licensed broker-dealer authorized to act as an trading system for those digital assets, or (b) transact in such
digital assets offshore in a way that complies with applicable laws and regulations; or (c) not transact in the subject NFT. We do not
currently intend to undertake or participate in “initial coin offerings”, the minting of “coins” or cryptocurrencies,
but may do so in the future.

Our
creation and operation of NextPlat Digital will also present a number of new regulatory and legal compliance obligations for the Company.
For example, if we are deemed to be involved in the exchange or transmission of value that substitutes for currency, or fall under other
evolving requirements, we may be deemed to be a “money transmitter” and will be subject to Anti-Money Laundering (AML) rules,
as well as U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) requirements and state licensing requirements.
In connection with complying with applicable regulations and laws (including Know-Your-Customer (KYC), Anti-Money Laundering (AML) and
Combating the Financing of Terrorism (CFT) regulations) when onboarding new users, we intend to utilize third-party tools to proactively
screen for high-risk wallets, including explicitly sanctioned addresses and addresses associated with sanctioned entities. The applicable
requirements and our compliance obligations will vary depending on the nature of the client, the service or product provided and jurisdiction.
For example, if we form or acquire a broker dealer in order to post, trade or sell NFTs or other digital assets that are securities,
we will fully comply with all applicable KYC, AML and CFT compliance requirements. If, on the other hand, we facilitate the distribution
of free promotional corporate collectable NFTs that are not deemed to be securities, our compliance requirements will be significantly
less.”

  Securitiesand Exchange

                                  Commission April 22, 2022

                                  Page 7

Exhibit
B

“Whether
a particular non-fungible token (NFT) or other digital or “crypto” asset is a “security” is subject to a high
degree of uncertainty, and if we are unable to properly characterize an NFT or other digital asset, we may be subject to regulatory scrutiny,
inquiries, investigations, fines, and other penalties, which may adversely affect our business, operating results, and financial condition.

The
SEC and its staff have taken the position that certain digital or “crypto” assets (which includes NFTs) fall within the definition
of a “security” under the U.S. federal securities laws. The legal test for determining whether any given digital asset is
a security is a highly complex, fact-driven analysis that evolves over time, and the outcome is difficult to predict. The SEC generally
does not provide advance guidance or confirmation on the status of any particular digital asset as a security. Furt

United States securities and exchange commission logo
April 14, 2022
Charles Fernandez
Chief Executive Officer
NextPlat Corp
18851 N.E. 29th Ave., Suite 700
Aventura, FL 33180
Re:NextPlat Corp
Amendment No. 1 to Registration Statement on Form S-3
Filed March 22, 2022
File No. 333-262748
Dear Mr. Fernandez:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide 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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 11, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-3
Prospectus Summary, page 3
1.We note your response to prior comment 1 and that NextPlat Digital "will enable the use
of a range of digital assets, such as non-fungible tokens (“NFTs”), in e-commerce and in
community-building activities."  Please revise to provide a more detailed discussion of
NextPlat Digital with regards to its functionality and the range of crypto assets you intend
to utilize.  For example, it is unclear whether the platform will be limited to the exchange
of NFTs or if it will provide for the purchase and exchange of a wide variety of crypto
assets.
2.We note that you intend to utilize crypto assets and NFTs on NextPlat Digital.
Please describe in detail your internal processes for how you determine, or will

 FirstName LastNameCharles Fernandez
 Comapany NameNextPlat Corp
 April 14, 2022 Page 2
 FirstName LastName
Charles Fernandez
NextPlat Corp
April 14, 2022
Page 2
determine as you expand your business, whether particular crypto assets are securities
within the meaning of the U.S. federal securities laws, and clarify that such processes are
risk based assessments and are not a legal standard or binding on regulators or courts.
Also, include a risk factor addressing the uncertainty and consequences of making an
incorrect assessment or a regulator disagreeing with your assessment.
3.We note your disclosure that NextPlat Digital will be used to create "public market places,
for us and third-parties, where anyone with a crypto wallet can buy and sell their own
NFTs" and "private market places that only allow a particular company or entity to sell
their own NFTs." Please revise to disclose whether you intend to conduct due diligence
regarding the identities of the users of your platform.  Include a discussion regarding any
applicable know-your-customer and anti-money-laundering requirements under federal or
state law and how you intend to comply.  Be sure to include a discussion of the process by
which new users on your platform are onboarded and include risk factor disclosure
regarding any failure to comply with applicable anti-money laundering and know your
customer requirements
4.Please revise to provide a discussion of the specific state or federal licenses or other
regulatory requirements you will have in the jurisdictions you intend to operate.  As non-
exclusive example, discuss whether your NFT marketplace would be considered a "money
transmitter" requiring registration as a money services business pursuant to FinCEN
requirements and any regulatory or legal restrictions on crypto assets in China.
General
5.Please supplementally provide us with a detailed legal analysis of whether the instruments
you plan to make available on NextPlat Digital are securities pursuant to Section 2(a)(1)
the Securities Act of 1933.  In addition to considering the enumerated types of securities
set forth in Section 2(a)(1), please consider SEC v. W.J. Howey Co., 328 U.S. 293 (1946)
and Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce Fenner & Smith, 756 F.2d 230
(2d Cir. 1985).  Moreover, in preparing your legal analysis please address not only the
instruments themselves but also your role in the operation of the marketplace and creation
of the instruments.
            Please contact Priscilla Dao, Staff Attorney, at (202) 551-5997 or Matthew Derby, Staff
Attorney, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

March
22, 2022

VIA
EDGAR SUBMISSION

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Priscilla Dao

    Re:
    NextPlat
                                            Corp

    Registration
    Statement on Form S-3

    Filed
    February 15, 2022

    File
    No. 333-262748

Ladies
and Gentlemen:

This
letter is being submitted on behalf of NextPlat Corp (the “Company”) in response to the comment letter, dated March
11, 2022, of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) with respect to the Company’s Registration Statement on Form S-3 filed on February 15, 2022
(the “Registration Statement”). The Company’s amended Registration Statement (the “Amended Registration
Statement”) has been filed with the Commission.

For
your convenience, we have repeated the comment prior to the response in italics.

  Securities and Exchange Commission

                                  March
                                  22, 2022

                                  Page 2

Registration
Statement on Form S-3

Prospectus
Summary

Our
Company, page 3

1.
You state that your “new platform will enable the use of a range of digital assets including non-fungible tokens (“NFTs”)
in e-commerce and in community-building activities.” Please disclose the status of the development of this platform, what type
of digital assets it will allow, and the expected role of such digital assets.

Response:

The
Company notes the Staff’s comment and has expanded its disclosure in the Amended Registration Statement to better describe the
platform. As part of this expanded disclosure, the Company has revised this section to read as follows:

“Expanding
beyond our current global network of online storefronts serving thousands of consumers, enterprises, and governments, we intend to develop
a next generation platform for digital assets built for Web3. Our new platform (“NextPlat Digital”), which is currently
in the design and development phase in collaboration with consultants and contracted developers, will enable the use of a range
of digital assets, such as non-fungible tokens (“NFTs”), in e-commerce and in community-building activities.
As currently contemplated, NextPlat Digital will facilitate the creation/minting, purchase and sale of a broad range of NFT products,
including, but not limited to, art, music, collectables, digital real estate, video games and game items. NextPlat Digital, as currently
planned, will be used by us to create both (a) public market places, for us and third-parties, where anyone with a crypto wallet can
buy and sell their own NFTs, and (b) private market places that only allow a particular company or entity to sell their own NFTs (such
as for the promotion of a particular brand or product). We anticipate that NextPlat Digital will be substantially complete within the
next six to nine months.”

*
* *

Should
you have any questions regarding the foregoing, please do not hesitate to contact Ralph De Martino at (202) 724-6848.

 Sincerely,

    ARENTFOX
    SCHIFF LLP

    /s/
    Ralph De Martino

    By:
    Ralph
    De Martino

Enclosures

    cc:
    Charles
    Fernandez, CEO

United States securities and exchange commission logo
March 11, 2022
Charles Fernandez
Chief Executive Officer
NextPlat Corp
18851 N.E. 29th Ave., Suite 700
Aventura, FL 33180
Re:NextPlat Corp
Registration Statement on Form S-3
Filed February 15, 2022
File No. 333-262748
Dear Mr. Fernandez:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
Prospectus Summary
Our Company, page 3
1.You state that your "new platform will enable the use of a range of digital assets including
non-fungible tokens ("NFTs") in e-commerce and in community-building activities."
Please disclose the status of the development of this platform, what type of digital assets it
will allow, and the expected role of such digital assets.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameCharles Fernandez
 Comapany NameNextPlat Corp
 March 11, 2022 Page 2
 FirstName LastName
Charles Fernandez
NextPlat Corp
March 11, 2022
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Priscilla Dao, Staff Attorney, at (202) 551-5997 or Jan Woo, Legal Branch
Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Johnathan C. Duncan

CORRESP
1
filename1.htm

May
26, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Washington,
DC 20549

    Re:
    Orbsat Corp.

    Registration Statement on Form S-1

    Registration No. 333-253027

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Orbsat Corp., a Nevada corporation (the “Company”), hereby
respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will
be declared effective at 5:00 p.m. Eastern Time on May 27, 2021, or as soon thereafter as possible on such date.

    Very truly yours,

    Orbsat
    Corp.

    By:
    /s/ David Phipps

    Name:
    David Phipps

    Title:
    Chief Executive
    Officer

CORRESP
1
filename1.htm

Maxim
Group LLC

405
Lexington Avenue

New
York, New York 10174

May
26, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Kathleen Krebs

    Re:

    Orbsat
    Corp

    Registration
        Statement on Form S-1, as amended

        File
        No: 333-253027

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”), Maxim Group LLC, as managing underwriter,
hereby joins the request of Orbsat Corp (the “Company”) that the effective date of the above-referenced
Registration Statement be accelerated so that it will become effective at 5:00 p.m. Eastern Time on Thursday, May 27, 2021,
or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Commission under the Securities Act, please be advised that there will
be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the securities
in this offering, as many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of
the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed
by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange
Act of 1934, as amended, in connection with the above-referenced issue.

    Very
    truly yours,

    Maxim
    Group LLC

    By:
    /s/
    Clifford A. Teller

    Name:
     Clifford A. Teller

    Title:
    Head of Investment Banking,

Executive Managing Director

United States securities and exchange commission logo
February 16, 2021
David Phipps
Chief Executive Officer
Orbsat Corp.
18851 NE 29th Avenue, Suite 700
Aventura, FL 33180
Re:Orbsat Corp.
Registration Statement on Form S-1
Filed February 12, 2021
File No. 333-253027
Dear Mr. Phipps:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jan Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ralph De Martino, Esq.

CORRESP
1
filename1.htm

Orbsat
Corp

18851
NE 29th Avenue, Suite 700

Aventura,
FL 33180

December
14, 2020

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
DC 20549

Attn:
Mr. Michael C. Foland, Esq.

    Re:
    Request for Acceleration

    Orbsat Corp - Registration Statement on Form
    S-1

    Filed December 14, 2020

    File No. 333-251159

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), Orbsat Corp (the “Company”),
respectfully requests that the effective date of its Registration Statement on Form S-1, as amended to date (File No. 333-251159)
(“Registration Statement”) be accelerated and that such Registration Statement become effective at 4:30P.M., Washington,
D.C. time, on December 16, 2020, or as soon thereafter as practicable.

    Very truly yours,

    Orbsat Corp

    /s/
    David Phipps

    Name:
    David Phipps

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

Orbsat
Corp

18851
NE 29th Avenue, Suite 700

Aventura,
FL 33180

December
10, 2020

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
DC 20549

Attn:
Mr. Michael C. Foland, Esq.

    Re:
    Request
    for Acceleration

    Orbsat
    Corp - Registration Statement on Form S-1

    Filed
    December 4, 2020

    File
    No. 333-251159

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), Orbsat Corp (the “Company”),
respectfully requests that the effective date of its Registration Statement on Form S-1 (File No. 333-251159) (“Registration
Statement”) be accelerated and that such Registration Statement become effective at 4:30P.M., Washington, D.C. time, on
December 15, 2020, or as soon thereafter as practicable.

    Very
    truly yours,

    Orbsat
    Corp

    /s/
    David Phipps

    Name:
    David
    Phipps

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
December 10, 2020
Thomas Seifert
Chief Financial Officer
Orbsat Corp
18851 NE 29th Avenue, Suite 700
Aventura, FL 33180
Re:Orbsat Corp
Registration Statement on Form S-1
Filed December 4, 2020
File No. 333-251159
Dear Mr. Seifert:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael C. Foland at (202) 551-6711 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Alec Orudjev

CORRESP
1
filename1.htm

January
24, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Office of Technology

Washington,
DC 20549

Attn: Mitchell Austin, Staff Attorney

    Re:
    Orbsat
    Corp.

    Registration
    Statement on Form S-1

    File
    No. 333-235947

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, Orbsat Corp., a Nevada corporation (the “Company”), hereby
respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will
be declared effective at 4:00 P.M. (Eastern Time) on January 29, 2020, or as soon thereafter as possible on such date.

    Very
    truly yours,

    Orbsat
    Corp.

    By:
    /s/
    David Phipps

    Name:
    David
    Phipps

    Title:
    Chief
    Executive Officer

January 22, 2020
David Phipps
Chief Executive Officer
Orbsat Corp
18851 NE 29th Avenue, Suite 700
Aventura, FL 33180
Re:Orbsat Corp
Registration Statement on Form S-1
Filed January 16, 2020
File No. 333-235947
Dear Mr. Phipps:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       F. Alec Orudjev

CORRESP
1
filename1.htm

    orbitalcorresp_sep252015.htm

ORBITAL TRACKING CORP.

18851 N.E. 29th Ave., Suite 700

Aventura, Florida 33180

Telephone: (305) 560-5355

September 25, 2015

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Gregory Dundas

Kathleen Krebs

Larry Spirgel

Re :

Orbital Tracking Corp.

Registration Statement on Form S-1

File No. 333-204126

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Orbital Tracking Corp. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:30 pm., Washington D.C. time, on Tuesday, September 29, 2015, or as soon thereafter as possible.  The Company acknowledges that: 1) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; 2) 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 3) the Company may not assert  staff comments or 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.

ORBITAL TRACKING CORP.

By:  /s/ David Phipps

Name: David Phipps

Title:  Chief Executive Officer

CORRESP
1
filename1.htm

    trkkcorresp.htm

August 5, 2015

United States Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attention: Gregory Dundas, Attorney-Advisor

Re:

Orbital Tracking Corp.

Amendment No. 1 to Registration Statement on Form S-1 Filed July 14, 2015

File No. 333-204126

Ladies and Gentlemen:

The following responses address the comments of the Staff (the “Staff”) as set forth in its letter dated July 24, 2015 (the “Comment Letter”) relating to Amendment No. 1 to Registration Statement on Form S-1 (“Amendment No. 1”) of Orbital Tracking Corp. (the “Company”) filed on July 14, 2015. The Company is simultaneously filing Amendment No. 2 to the Registration Statement (the “Amendment No. 2”).

The numbers of the responses in this letter correspond to the numbers of the Staff’s comments as set forth in the Comment Letter.

General

1.

We note that you have increased the number of shares being registered, but have recalculated the registration fee for all securities being registered based upon a more recent trading price for your common stock. Please note that you do not recalculate the registration fee for securities previously registered. Pursuant to Rule 457(a) of the Securities Act, you pay an additional registration fee only on the additional securities included by pre-effective amendment. Please revise accordingly.

Response:

The Company has paid the additional registration fee on the additional securities included by Amendment No. 1 and revised the disclosures in the Amendment accordingly.

2.

We note your response to prior comment 6 that the company’s counsel has resubmitted the confidential treatment applications. We have yet to receive the applications. Please note that the effectiveness of the registration statement depends on, among other things, the resolution of the confidential treatment applications.

Response:

The Company has submitted the confidential treatment applications.

Security Ownership of Certain Beneficial Owners and Management, page 35

3.

You disclose in footnotes (4), (5) and (6) to the table that the holders of Series C, D and E preferred shares are entitled to one vote for each share of preferred stock. Please reconcile this disclosure with the disclosure on pages 43 and 44 that the holders of Series C, D and E preferred stock are entitled to 10, 20 and 10 votes for each share of preferred stock, respectively.

Response:

The Company has revised the disclosures in footnotes (4), (5) and (6).

4.

For each beneficial holder, please disclose the number of shares you are not including in the beneficial ownership amounts of common stock due to the beneficial ownership limitations on conversion of the relevant preferred stock. Similarly, disclose the number of votes you are not including in each person’s total voting power due to the beneficial ownership limitations on voting rights of the relevant preferred stock.

Response:

The Company has revised the disclosures in the footnotes to the beneficial ownership table to respond to the comment above.

Please do not hesitate to contact the undersigned at (646) 810-0610 if you have any questions or comments.  Thank you.

Sincerely,

/s/ Avital Even-Shoshan, Esq.

Cc: David Phipps

      Harvey Kesner, Esq.

July 24, 2015

David Phipps
Chief Executive Officer  and Chairman
Orbital Tracking Corp.
1990 N. California Boulevard, 8th Floor
Walnut Creek, California 94596

Re: Orbital Tracking Corp.
Amendment No. 1 to Registration Statement on Form S -1
Filed July 14 , 201 5
  File No. 333 -204126

Dear Mr. Phipps :

We have reviewed your amended registration statement  and have the following
comments.  In some of our comments, we may ask you to provide 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
circumstanc es or do not believe an amendment is appropriate, please tell us why in your
response.

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

Genera l

1. We note that you have increased the number of shares being registered, but have
recalculated the registration fee for all securities being registered based upon a more
recent trading price for your common stock.  Please note that you do not recalculate the
registration fee for securities previously registered.  Pursuant to Rule 457(a) of the
Securities Act, you pay an additional registration fee only on the additional securities
included  by pre -effective amendment.  Please revise accordingly.

2. We note your response to prior comment 6 that the company’s counsel has resubmitted
the confidential treatment applications.  We have yet to receive the applications.  Please
note that the effectiveness of the registration statement depends on, among other things,
the resolution of the  confidential treatment application s.

David Phipps
Orbital Tracking Corp.
July 24 , 2015
Page 2

 Security Ownership of Certain Beneficial Owners a nd Management , page 35

3. You disclose in footnotes (4), (5) and (6) to the table that the holders of Series C, D and E
preferred shares are entitled to  one vote for each share of preferred stock.  Please
reconcile this disclosure with the disclosure on pages 43 and 44 that the holders of Series
C, D and E preferred stock are entitled to 10, 20 and 10 votes for each share  of preferred
stock, respectively .

4. For each beneficial holder, please disclose the number of shares you are not including in
the beneficial ownership amounts of common stock due to the beneficial ownership
limitations on conversion of the relevant preferred stock.  Similarly, disclose th e number
of votes you are not including in each person’s total voting power due to the beneficial
ownership limitations on voting rights of the relevant preferred stock.

We urge all persons who are responsible for the accuracy and adequacy of the disclos ure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 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, th ey are responsible for the accuracy
and adequacy of the disclosures they have made.

You may contact Gregory Dundas , Attorney -Advisor, at 202-551-3436 , Kathleen Krebs,
Special Counsel, at (202) 551 -3350, or me at (202) 551 -3810 with any  questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director

cc: Harvey Kesner , Esq.

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ORBITAL TRACKING CORP.

18851 N.E. 29th Ave., Suite 700

Aventura, Florida 33180

July 14, 2015

United States Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attention: Gregory Dundas, Attorney-Advisor

Re:

Orbital Tracking Corp.

Registration Statement on Form S-1 Filed May 13, 2015

File No. 333-204126

Ladies and Gentlemen:

    The following responses address the comments of the Staff (the “Staff”) as set forth in its letter dated June 2, 2015 (the “Comment Letter”) relating to the Registration Statement on Form S-1 (the “Registration Statement”) of Orbital Tracking Corp. (the “Company”) filed on May 13, 2015. The Company is simultaneously filing Amendment No.1 to the Registration Statement (the “Amendment”).

    The numbers of the responses in this letter correspond to the numbers of the Staff’s comments as set forth in the Comment Letter.

General

1.

Please revise to update your financial statements for the quarter ended March 31, 2015.

Response:

    The Company has included financial statements for the quarter ended March 31, 2015 in the Amendment.

Risks Related to Our Organization and Our Common Stock, page 3

2.

Please provide a separate risk factor that discusses the significant number of shares that could be issued upon conversion of your Series A, B, C, D and E preferred stock and the depressive effect this market overhang could have on the price of your shares. Provide a table that shows the total number of common shares that may be issued upon conversion of each class of preferred stock. When discussing the limitations on the conversion of your preferred stock, disclose that, even though the holders of the convertible preferred stock may not convert these securities if they would own more than 4.99% of the then-outstanding common stock, this restriction does not prevent these holders from selling some of their holdings and then converting additional shares. In this way, the holders could sell more than these limits while never holding more than those limits.

Response:

    The Company has included the risk factor described above in the Amendment.

July 14, 2015

Page 2

Security Ownership of Certain Beneficial Owners and Management, page 25

3.

We note that the company has outstanding equity securities other than common stock that have voting rights, including Series A, B, C, D and E convertible preferred stock. Please note that you must disclose any person who is the beneficial owner of more than five percent of any class of voting securities, providing the disclosure required by Item 403(a) of Regulation S-K as to each class of voting securities. You also must provide disclosure as to amount and percentage of each class of equity securities beneficially owned by each named executive officer, director, and directors and executive officers as a group pursuant to Item 403(b) of Regulation S-K. Please revise your beneficial ownership table accordingly. Furthermore, since several classes of voting securities have different voting rights, please provide a column that discloses the total voting power of each beneficial owner. Provide narrative or footnote disclosure that discusses the voting rights of each class of securities.

Response:

    The Company has revised the beneficial ownership table and related disclosures to respond to the comment above.

4.

We note your disclosure in the footnotes to the beneficial ownership and selling shareholder tables that beneficial ownership of certain persons does not include a significant number of shares into which your preferred stock is convertible due to ownership limitations. Please disclose in these footnotes that, even though the holders of the convertible preferred stock may not convert these securities if they would own more than 4.99% of the then-outstanding common stock, this restriction does not prevent these holders from selling some of their holdings and then converting additional shares. In this way, the holders could sell more than these limits while never holding more than those limits.

Response:

    The Company has revised the beneficial ownership table and related disclosures to respond to the comment above.

Description of Securities, page 33

Preferred Stock, page 33

5.

Under the description of each class of your convertible preferred stock, please disclose the total number of common shares into which the outstanding shares of each class of preferred stock is convertible without regard to the 4.99% limitation.

Response:

    The “Description of Securities” portion of the Amendment discloses the total number of common shares into which the outstanding shares of each class of preferred stock is convertible without regard to the 4.99% limitation.

July 14, 2015

Page 3

Exhibit Index, page 11-4

6.

We note that exhibits 10.19, 10.21 and 10.22 are marked to indicate that they were previously filed in redacted form as exhibits to the Form 8-K filed December 16, 2004, and that applications for confidential treatment were submitted for each of them. However, our records do not indicate that such applications for confidential treatment were ever submitted. Please advise.

Response:

    The Company was informed that the confidential treatment applications were submitted in December.  The Company’s counsel has resubmitted the confidential treatment applications.

***

The Company hereby acknowledges the following:

•   should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•   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 and 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 do not hesitate to contact the undersigned at (412) 310-8623 if you have any questions or comments.  Thank you.

Sincerely,

/s/ Theresa Carlise

Theresa Carlise, Chief Financial Officer

Cc: Harvey Kesner, Esq.

      Avital Even-Shoshan, Esq.

June 2, 2015

David Phipps
Chief Executive Officer  and Chairman
Orbital Tracking Corp.
1990 N. California Boulevard, 8th Floor
Walnut Creek, California 94596

Re: Orbital Tracking Corp.
Registration Statement on Form S -1
Filed May 13 , 201 5
  File No. 333 -204126

Dear Mr. Phipps :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide 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 registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Please revise to update your f inancial statements for the quarter ended March 31, 2015.

Risks Related to Our Organization and Our Common Stock , page 3

2. Please provide a separate risk factor that discusses the significant number of shares that
could be issued upon conversion of your Se ries A, B, C, D and E preferred stock and the
depressive effect this market overhang could have on the price of your shares.  Provide a
table that shows the total number of common shares that may be issued upon conversion
of each class of preferred stock.  When discussing the limitations on the conversion of
your preferred stock, disclose that, even though the holders of the convertible preferred
stock may not convert these securities if they would own more than 4.99% of the then -
outstanding common stock, t his restriction does not prevent these holders from selling

David Phipps
Orbital Tracking Corp.
June 2 , 2015
Page 2

 some of their holdings and then converting additional shares.  In this way, the holders
could sell more than these limits while never holding more than those limits.

Security Ownership of Certain  Beneficial Owners a nd Management , page 25

3. We note that the company has outstanding equity securities other than common stock that
have voting rights, including Series A, B, C, D and E convertible preferred stock.  Please
note that you must disclose any p erson who is the beneficial owner of more than five
percent of any class of voting securities, providing the disclosure required by Item 403(a)
of Regulation S -K as to each class of voting securities.  You also must provide disclosure
as to amount and perc entage of each class of equity securities beneficially owned by each
named executive officer, director, and directors and executive officers as a group
pursuant to Item 403(b) of Regulation S -K.  Please revise your beneficial ownership table
accordingly.  Furthermore, since several classes of voting securities have different voting
rights, please provide a column that discloses the total voting power of each beneficial
owner.  Provide narrative or footnote disclosure that discusses the voting rights of each
class of securities.

4. We note your disclosure in the footnotes to the beneficial ownership and selling
shareholder tables that beneficial ownership of certain persons does not include a
significant number of shares into which your preferred stock is conve rtible due to
ownership limitations.  Please disclose in these footnotes that, even though the holders of
the convertible preferred stock may not convert these securities if they would own more
than 4.99% of the then -outstanding common stock, this restrict ion does not prevent these
holders from selling some of their holdings and then converting additional shares.  In this
way, the holders could sell more than these limits while never holding more than those
limits.

Description of Securities, page 33

Preferred Stock, page 33

5. Under the description of each class of your convertible preferred stock, please disclose
the total number of common shares into which the outstanding shares of each class of
preferred stock is convertible without regard to the 4.99% limitation.

Exhibit Index, page II -4

6. We note that exhibits 10.19, 10.21 and 10.22 are marked to indicate that they were
previously filed in redacted form as exhibits to the Form 8 -K filed December 16, 2004,
and that applications for confidential treatmen t were submitted for each of them.
However, our records do not indicate that such applications for confidential treatment
were ever submitted.  Please advise.

David Phipps
Orbital Tracking Corp.
June 2 , 2015
Page 3

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 the information the Securities Act of 193 3 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 res ponsible 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 regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 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 and 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 requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

You may contact Gregory Dundas , Attorney -Advisor, at 202-551-3436 , Kathleen Krebs,
Special Counsel, at (202) 551 -3350, or me at (202) 551 -3810 with any  questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director

cc: Harvey Kesner , Esq.

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

DIVISION OF
  CORPORATION FINANCE

March  3, 201 5

Via E -mail
David Rector
Chief Executive  Officer
Orbital Tracking Corp .
1990 N. California Boulevard, 8th Floor
Walnut Creek, California 94596

Re: Orbital Tracking Corp .
  Current Report  on Form 8-K
  Filed December  16, 2014
  File No. 0-25097

Dear M r. Rector :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from
taking any action with respect to the company or the filing a nd 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.  We urge all persons who are
responsible for the accuracy and adequacy of the disc losure in the filing to be certain that the
filing includes the information the Securities Exchange Act of 1934 and all applicable rules
require.

Sincerely,

        /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director

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February 20, 2015

Via Federal Express

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-5010

Attn: Larry Spirgel, Assistant Director

 Re:
Orbitial Tracking Corp.

Amendment No. 2 to Current Report on Form 8-K

Filed February 10, 2015

File No. 0-25097

Dear Mr. Spirgel:

We are counsel to Orbital Tracking Corp. (the “Company”). We hereby submit, on behalf of the Company, a response to comments by the staff of the Securities and Exchange Commission (the “Staff”) in its letter dated February 19, 2015 (the “Comment Letter”) relating to the Company’s Amendment No. 2 to Form 8-K filed on February 10, 2015 (the “Form 8-K/A”).  Set forth below are the Company’s responses to the Staff’s comments.  For convenience of the Staff, the numbered paragraphs below correspond to the numbered paragraphs contained in the Comment Letter.

We may pursue strategic transactions in the future…, page 7

1.

In your response to prior comment 4, you seem to suggest that it is unlikely that you will remain in the satellite communication business if you are not successful in your negotiations to merge with GTCL.  Please confirm or clarify in your response.  Also please clarify the specific business reasons for this plan to acquire or be acquired by GTCL and explain whether these plans were closely tied to the original asset purchase agreement and license agreement with GTC.  In this connection, please clarify why David Phipps has agreed to work as a consultant for the company without compensation.

Response:

As discussed telephonically with Gregory Dundas, the Company completed the acquisition of GTCL on February 19, 2015.  During the ensuing period between initial acquisition of GTC’s business related to the Globalstar Contracts and Globalstar Appliques, the Company undertook steps towards a potential acquisition of Mr. Phipp’s business GTCL, including due diligence which included ascertaining the auditability of GTCL’s books and records in accordance with GAAP.  At closing, Mr. Phipps became President of Orbital Satcom Corp., a wholly-owned subsidiary of the Company, pursuant to an employment agreement.  Accordingly, the consulting agreement without compensation was an interim arrangement which has terminated.  In light of the foregoing and the comprehensive additional disclosure under Item 1.01 and 2.01 of Form 8-K to be filed with the SEC within the required period, we do not believe further amendment to the Company’s Current Report on From 8-K originally filed on December 16, 2014 as amended January 21, 2015 and February 10, 2015, would provide meaningful additional information to investors.

Should you have any questions regarding the foregoing, please do not hesitate to contact the undersigned at (212) 930-9700.

Very Truly Yours,

/s/ Harvey J. Kesner

Harvey J. Kesner

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

DIVISION OF
  CORPORATION FINANCE

February 19, 201 5

Via E -mail
David Rector
Chief Executive  Officer
Orbital Tracking Corp .
1990 N. California Boulevard, 8th Floor
Walnut Creek, California 94596

Re: Orbital Tracking Corp .
  Amendment No. 2  to Current Report  on Form 8-K
  Filed Febr uary 10, 2015
  File No. 0-25097

Dear M r. Rector :

We have reviewed your amended filing an d have the following comment .  In the
comment , we ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by providing the requested information .  If you d o not
believe our comment  applies  to your facts a nd circumstances, please tell us why in your
response.

After reviewing the information you provide in response to this comment , we may
have  additional comment s.

We may pursue strategic transactions in the future . . . , page 7

1. In your response to prior comment 4, you seem to suggest that it is unlikely that you
will remain in the satellite communication business if you are not successful in your
negotiations to merge with GTCL.  Please confirm or clarify in your response.  Also
please clarify the specific business reasons for this plan to acquire or be acquired by
GTCL and explain whether these plans were closely tied to the original asset
purchas e agreement and license agreement with GTC.  In this connection, please
clarify why David Phipps has agreed to work as a consultant for the company without
compensation.

 You may contact Inessa Kessman , Staff Accountant, at (202) 5 51-3371 or Ivette
Leon, Assistant Chief Accountant , at (202) 551 -3351 if you have questions relating to the

David Rector
Great West Resources, Inc.
February 19 , 201 5
Page 2

financial statements.  Please contact Gregory Dundas , Attorney -Advisor,  at (202) 551 -3436 ,
Celeste M. Murphy , Legal Branch Chief, at (202) 551 -3257, or me at (202) 551 -3810 with
any other questions.

Sincerely,

        /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director

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Orbital Tracking Corp.

990 N. California Blvd., 8th Floor

Walnut Creek, California 94596

February 10, 2015

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Gregory Dundas

Re:     Orbital Tracking Corp.

Amendment No. 1 to Current Report on Form 8-K Filed January 21, 2015

File No. 0-25097

Ladies and Gentlemen:

The following responds to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) as set forth in its comment letter dated January 30, 2015 (the "Comment Letter") relating to Amendment No. 1 to the Current Report on Form 8-K filed January 21, 2015 (the "Form 8-K") by Orbital Tracking Corp. (the “Company”).

Description of Current Business. page 3

1.

Please disclose the nature of your sources for the products you currently sell through your Amazon storefront.

Response:

We have revised the disclosure to respond to the Staff’s comment above.

2.

Please tell us of any relationship preexisting the license agreement between the company and Global Telesat Group or their affiliates.

Response:

At the time of the contract purchases there was no preexisting relationship between the Company and Global Telesat Group or their respective affiliates.

3.

We note your response to our comment 3. Please revise to clarify how you intend to develop your own satellite tracking products, especially in light of your risk factor disclosure describing product development as a long, expensive process.

Response:

We have revised the disclosure to respond to the Staff’s comment above.

Risk Factors, page 6

We may pursue strategic transactions in the future…page 7

4.

We note your response to our prior comment 8. Please tell us in your response why you believe that there is a material risk that you may engage in a transaction that would significantly change your business profile, particularly in light of the company's history of significant and frequent changes of business profile.

Response:

The Company does not believe that there is a material risk that it will engage in a transaction that will significantly change its business profile as it expects that it will be successful in its negotiations with Global Telesat Communications Limited (“GTCL”), a UK company in the same industry.  However, there is no guarantee that the negotiations will be successful and the Company has not entered into any definitive agreements with GTCL to date.  If the Company fails to enter into a transaction with GTCL, it may explore business opportunities that are not related to mobile satellite communications and thus change its business profile.

The Company hereby acknowledges the following:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

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 defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact the undersigned with any questions.

Sincerely,

/s/ David Rector

David Rector

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

DIVISION OF
  CORPORATION FINANCE

January 30, 201 5

Via E -mail
David Rector
Chief Executive  Officer
Orbital Tracking Corp .
1990 N. California Boulevard, 8th Floor
Walnut Creek, California 94596

Re: Orbital Tracking Corp .
  Amendment No. 1 to Current Report  on Form 8-K
  Filed January 21, 2015
  File No. 0-25097

Dear M r. Rector :

We have reviewed your amended filing an d have the following comments.  In some
of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your filing  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 filing  and the information you provide in
response to these  comments, we may have  additional comments.

Description of Current Business, page 3

1. Please disclose the nature of your sources for the products you currently sell through
your Amazon storefront.

2. Please tell us of any relationship preexisting the license agreement between the
company and Global Telesat Group or their affiliates.

3. We n ote your response to our comment 3.  Please revise to clarify how you intend to
develop your own satellite tracking products, especially in light of your risk factor
disclosure describing product development as a long, expensive process.

Risk Factors, page 6

David Rector
Great West Resources, Inc.
January 30 , 201 5
Page 2

 We may pursue strategic transactions in the future . . . , page 7

4. We note your response to our prior comment 8.  Please tell us in your response why
you believe that there is a material  risk that you may engage in a transaction that
would signific antly change your business profile, particularly in light of the
company’s history of significant and frequent changes of business profile.

 You may contact Inessa Kessman , Staff Accountant, at (202) 5 51-3371 or Ivette
Leon, Assistant Chief Accountant , at (202) 551 -3351 if you have questions relating to the
financial statements.  Please contact Gregory Dundas , Attorney -Advisor,  at (202) 551 -3436 ,
Celeste M. Murphy , Legal Branch Chief, at (202) 551 -3257, or me at (202) 551 -3810  with
any other questions.

Sincerely,

        /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director

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Great West Resources, Inc.

990 N. California Blvd., 8th Floor

Walnut Creek, California 94596

January 21, 2015

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Gregory Dundas

Re:

Great West Resources, Inc. Current Report on Form 8-K Filed December 16, 2014

File No. 0-25097

Ladies and Gentlemen:

The following responds to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) as set forth in its comment letter dated January 9, 2015 (the "Comment Letter") relating to the Current Report on Form 8-K filed December 16, 2014 (the "Form 8-K") by Great West Resources, Inc. (the “Company”).

Changes to the Business, page 2

1.           Please provide background information as to the business reasons and circumstances for your change from "potash mining and exploration" to selling "mobile voice, data and communications services targeting government, defense industry and commercial users" where your sole officer and director, Mr. David Rector, does not have experience in the satellite telecommunications industry.

Response:

We have revised the disclosure to respond to the Staff’s comment above.

Description of Current Business, page 3

2.           Please revise to clarify what business activities the company is currently engaged in and clearly distinguish those activities which are planned for the future. It appears that under the Globalstar contracts you are continuing to provide mobile voice, data and communications services to GTC's existing customers who are serviced under those contracts. Please clarify how you are able to carry on this business with one part-time officer who has no experience in the field, a part-time consultant, and no employees.

Response:

We have revised the disclosure to respond to the Staff’s comment above.

3.            Please clarify your business plan by providing more specific information regarding the practical steps that you will need to take in order to make your business fully operational and profitable. You state on page 2 that you intend to “carry on the portion of GTC's business related to the Globalstar Contracts…,” as well as to become a reseller of equipment and services. Please explain clearly what you will need to do in order to be able to offer these services and equipment for sale and how long such preparations will take. Disclose the anticipated costs for such activities. In your risk factor section you refer to a need for significant additional capital and you describe product development as a long, expensive process. We also note your disclosure that David Rector has no experience in this industry and that you have no other employees.

Response:

We have revised the disclosure to respond to the Staff’s comment above.

4.            Disclose with greater specificity the nature of the products and services you intend to offer. You frequently refer to your "solutions," without disclosing very clearly what the specific services and products are. For example, it appears that you intend to sell satellite phones. If true, briefly explain the nature of such phones and how they differ from cell phones. When you discuss markets, explain the nature of the intended market for each product or service. Also, when you discuss competition, provide greater specificity.

Response:

    We have revised the disclosure to respond to the Staff’s comment above.

5.            Please revise to clarify what type of products you intend to sell through Amazon's website.

Response:

We have revised the disclosure to respond to the Staff’s comment above.

Employees, page 4

6.            Please disclose how many hours a week, or what percentage of his business time, David Rector plans to devote to the company's business.

Response:

We have revised the disclosure to disclose how many hours a week Mr. Rector plans to devote to the Company’s business.

Risk Factors, page 5

7.            In the introductory paragraph, please delete the reference to the possibility of risks that are currently unknown or appear immaterial, which is unnecessarily confusing.

Response:

We have revised the disclosure to delete the reference to the possibility of risks that are currently unknown or appear immaterial.

We may pursue strategic transactions in the future..., page 6

8.            Please clarify the reason why you anticipate the possibility of future transactions that could cause you to make significant changes to your business profile.

Response:

We have revised the disclosure to clarify that while we expect that we will continue to operate in the mobile satellite voice and data industry, there is no guarantee that we will not enter into a transaction that would cause us to make significant changes to our business profile.

If we fail to protect our intellectual property rights..., page 7

9.            Please revise to clarify the nature of the intellectual property rights and other proprietary rights you refer to.

Response:

We have revised the disclosure to respond to the Staff’s comment above.

Being a public company is expensive and administratively burdensome, page 8

10.            Please revise to disclose the estimated costs of being a public company.

Response:

We have revised the disclosure to disclose that our estimated costs of being a public company will be approximately $200,000 to $300,000 per year.

Because we became public by means of a reverse merger…, page 11

11.            Please revise to clarify why you refer to the current transaction as a reverse merger, although it appears to be an acquisition of assets rather than a reverse merger with a preexisting business. We also note that the company became public in 1999 by means of a Form 1OSB-12(g) filing.

Response:

The Company acknowledges and agrees the transaction is an acquisition of assets and not a reverse merger. We have eliminated the disclosure referring to the transaction as a reverse merger.

Liquidity and Capital Resources, page 14

12.            Please revise to disclose the amount of capital you anticipate that you will need to implement your business plan and continue operations.

Response:

We have revised the disclosure to read as follows:

The total cash and cash equivalents relating to the Globalstar Contracts as of September 30, 2014 was nil. In addition, there were no assets or liabilities as of September 30, 2014

We will need to raise capital to implement our business plan and continue operations for any length of time. We anticipate the Company will require approximately $250,000 during the next 12 months to implement our business plan and continue day to day operations.  We believe that the Globalstar Contracts will generate revenue immediately.  This assumes that we do not encounter any unexpected events or other circumstances that would exceed this estimate.

We are seeking alternative sources of financing, through private placement of securities and loans from our shareholders in order for us to maintain our operations. We cannot guarantee that we will be successful in raising additional cash resources for our operations nor that the financing will not be dilutive to existing shareholders.

We pay our sole officer and director David Rector $3,000 per month.  Unless the Company generates cash flows from operations or financing activities, we do not expect to increase Mr. Rector’s compensation in the foreseeable future.

13.            Please revise to clarify whether David Rector is currently receiving a salary, and if so how much; if not, disclose any plans to pay him a salary in the foreseeable future.

Response:

Please see our response to Comment No. 12 above.

The Company hereby acknowledges the following:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

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 defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact the undersigned with any questions.

Sincerely,

/s/ David Rector

David Rector

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

DIVISION OF
  CORPORATION FINANCE

January 9 , 201 5

Via E -mail
David Rector
Chief Executive  Officer
Great West Resources, Inc.
1990 N. California Boulevard, 8th Floor
Walnut Creek, California 94596

Re: Great West Resources, Inc.
  Current Report  on Form 8-K
  Filed December 16 , 2014
  File No. 0-25097

Dear M r. Rector :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your filing  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 filing  and the information you provide in
response to these  comments, we may have  additional comments.

Changes to the Business, page 2

1. Please provide background information as to the business reasons and circumstances
for your change from “potash mining and exploration” to selling “mobile voice, data
and communications services targeting government, defense industry and commercial
users” where your sole officer and director, Mr. David Rector, does not have
experience in the satellite teleco mmunications industry.

Description of Current Business, page 3

2. Please revise to clarify what business activities the company is currently engaged in
and clearly distinguish those activities which are planned for the future.  It appears
that under the Glo balstar contracts you are continuing to provide mobile voice, data
and communications services to GTC’s existing customers who are serviced under

David Rector
Great West Resources, Inc.
January 9 , 201 5
Page 2

 those contracts.  Please clarify how you are able to carry on this business with one
part-time officer who has  no experience in the field, a part -time consultant, and no
employees.

3. Please clarify your business plan by providing more specific information regarding
the practical steps that you will need to take in order to make your business fully
operational  and profitable.  You state on page 2 that you intend to “carry on the
portion of GTC’s business related to the Globalstar Contracts . . . ,” as well as to
become a reseller of equipment and services.  Please explain clearly what you will
need to do in order t o be able to offer these services and equipment for sale and how
long such preparations will take.  Disclose the anticipated costs for such activities.  In
your risk factor section you refer to a need for significant additional capital and you
describe pro duct development as a long, expensive process.  We also note your
disclosure that David Rector has no experience in this industry and that you have no
other employees.

4. Disclose with greater specificity the nature of the products and services you intend to
offer.  You frequently refer to your “solutions,” without disclosing very clearly what
the specific services and products are.  For example, it appears that you intend to sell
satellite phones.  If true, briefly explain the nature of such phones and how t hey differ
from cell phones.  When you discuss markets, explain the nature of the intended
market for each product or service.  Also, when you discuss competition, provide
greater specificity.

5. Please revise to clarify what type of products you intend to s ell through Amazon’s
website.

Employees, page 4

6. Please disclose  how many hours a week, or what percentage of his business time,
David Rector plans to devote to the company’s business.

Risk Factors, page 5

7. In the introductory  paragraph, please delete the reference to the possibility of risks
that are currently unknown or appear immaterial, which is unnecessarily confusing.

We may pursue strategic transactions in the future . . . , page 6

8. Please clarify the reason why you ant icipate the possibility of future transactions that
could cause you to make significant changes to your business profile.

If we fail to protect our intellectual property rights . . . , page 7

David Rector
Great West Resources, Inc.
January 9 , 201 5
Page 3

9. Please revise to clarify the nature of the intellectual property rights and other
proprietary rights you refer to.

Being a public company is expensive and administratively  burdensome, page 8

10.  Please revise to disclose the estimated costs of being a public company.

Because we became publ ic by means of a rever se merger  . . . , page 11

11. Please revise to clarify why you refer to the current transaction as a reverse merger,
although it appears to be an acqu isition  of assets rather than a reverse merger with a
preexisting business.  We also note that the company became public in 1999 by
means of a Form 10SB -12(g) filing.

Liquidity and Capital Resources, page 14

12. Please revise to disclose the amount of capital you anticipate that you will need to
implement your business plan and continue operations.

13. Please revise  to clarify whether David Rector is currently receiving a salary, and if so
how much; if not, disclose any plans to pay him a salary in the foreseeable future.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the  filings reviewed by the staff to be certain that they have provided all
information investors require for an informed decision.  Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible f or 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 the
filing;
 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 defense in any proceedi ng initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Inessa Kessman , Staff Accountant, at (202) 5 51-3371 or Ivette
Leon, Assistant Chief Accountant , at (202) 551 -3351 if you have questions relating to the
financial statements.  Please contact Gregory Dundas , Attorney -Advisor,  at (202) 551 -3436 ,

David Rector
Great West Resources, Inc.
January 9 , 201 5
Page 4

 Celeste M. Murphy , Legal Branch Chief, at (202) 551 -3257, or me at (202) 551 -3810  with
any other questions.

Sincerely,

        /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director

September 1, 2011

Via E-mail
Daniel Bleak Chief Executive Officer Silver Horn Mining Ltd. 3266 W. Galveston Drive Apache Junction, Arizona 85120

 Re: Silver Horn Mining Ltd.   Form 10-K for the year ended December 31, 2010    Filed March 30, 2011   File No. 0-25097

Dear Mr. Bleak:

We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
 /s/ Kevin L. Vaughn
   Kevin L. Vaughn
Accounting Branch Chief

CORRESP
1
filename1.htm

    Unassociated Document

Silver Horn Mining Ltd.

3266 W. Galveston Drive

Apache Junction, Arizona 85120

Via E-mail

Lynn Dicker

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Re: Silver Horn Mining Ltd.

Form 10-K for the year ended December 31, 2010

Filed March 30, 2011

Form 10-Q for the quarter ended March 31, 2011

Filed May 20, 2011

File No. 0-25097

Dear Ms. Dicker:

We are in receipt of your comment letter dated August 11, 2011 regarding the above referenced filing. As requested in your letter, we have provided responses to the questions raised by the Staff.  For convenience, the matters are listed below, followed by the Company’s responses:

Form 10-K for the year ended December 31, 2010

Consolidated Statement of Cash Flows, page F-6

1. We note that your statement of cash flows starts with “loss from continuing operations”, rather than “net loss.” Please explain to us how this presentation is consistent with paragraph 230-10- 45-28 of the FASB ASC. Revise future filings as necessary.

RESPONSE: The Company acknowledges staff’s comment regarding statement of cash flows. In the future, we will start the statement of cash flows with net loss instead of loss from continuing operations.

Note 6 – Stockholders’ Deficit, page F-17

2. We note that you have 3,000,000 shares of Series A Preferred Stock outstanding. Please explain to us why these shares are properly classified as permanent equity. Explain to us the significant terms and conditions of these shares, including, conversion rates, dividend rates, liquidation preferences, etc. Revise your footnote disclosures accordingly.

RESPONSE: The Company acknowledges staff’s comment regarding the 3,000,000 shares of Series A Preferred Stock outstanding. The Series A preferred stock has been classified as permanent equity as there was no redemption provision at the option of the holder that is not within our control on or after an agreed upon date. Each share of Series A Preferred Stock is convertible into one share each of our common stock, subject to equitable adjustments after such events as stock dividends, stock splits or fundamental corporate transactions. The holders of our Series A Preferred Stock are entitled to 250 votes for each share of Series A Preferred Stock owned at the record date for the determination of shareholders entitled to vote, or, if no record date is established, at the date such vote is taken or any written consent of shareholders is solicited.  In the event of a  liquidation, dissolution or winding up of our business, the holder of the Series A Preferred Stock would have preferential payment and distribution rights over any other class or series of capital stock that provide for Series A Preferred Stock’s preferential payment and over our common stock.

In the future, we will disclose the significant terms and conditions of the Series A Preferred Stock in our future filings.

Note 9 – Income Taxes, page F-20

3. We note that as December 31, 2010 you had recorded $3.8 million of permanent tax differences.

Please explain to us the significant components of this balance. Revise your future filings to disclose the nature of your permanent differences.

RESPONSE: The Company acknowledges staff’s comment regarding the permanent tax difference of approximately $3.8 million. The significant components of this balance include derivative liability expense of approximately $1,108,000, change in fair value of derivative liabilities of approximately $847,000, impairment of goodwill of approximately $355,000, amortization of debt discount of approximately $133,000, stock based compensation and consulting of approximately $1,245,000 and other permanent differences of approximately $124,000.

In the future, we will disclose the significant components of the permanent tax differences in our future filings.

Form 10-Q for the quarter ended March 31, 2011

Note 7 – Subsequent Events, page 13

4. We note that effective April 25, 2011, you changed your name to “Silver Horn Mining Ltd.” And on April 26, 2011 you purchased certain mining claims from Can-Am Gold Corp. Please explain to us how you plan to account for your transactions with Can-Am Gold Corp.

RESPONSE: The Company acknowledges staff’s comment regarding the transactions with Can-Am Gold Corp. On April 26, 2011, the Company purchased a quitclaim deed for the 76 Property from Can-Am Gold Corp. that conveyed to it all of Can-Am Gold Corp.’s rights, title and interest in 36 unpatented lode mining claims located in Yavapai County, Arizona.  The Company paid ten dollars ($10.00) as consideration for the quitclaim deed.  Daniel Bleak, the Company’s current Chief Executive Officer, Chairman and Chief Financial Officer, is the president and sole director of Can-Am Gold Corp. On May 2, 2011, the Board of Directors appointed Mr. Bleak as Chairman and Chief Executive Officer of the Company. On May 2, 2011 the Company issued to Mr. Bleak 10 million shares of the Company’s common stock and a five year option to purchase 30 million shares of Common Stock.   The option may be exercised for cash or shares of Common Stock at an exercise price of $0.05 per share as defined in the option agreement.  The options vest and become exercisable in equal installments of the first three anniversaries of the effective date, provided Mr. Bleak continues to serve the Company as a director on such dates.  The option was issued in connection with the appointment of Mr. Bleak as the Chairman and Chief Executive of the Company and the transfer and conveyance of certain silver mining claims owned by Can-Am Gold Corp.

2

The Company valued these common shares at the fair market value on the date of grant at $0.05 per share (based on the recent selling price of the Company’s common stock in May 2011) or $500,000. Accordingly, the Company recorded mineral cost of $500,000 in connection with the transfer and conveyance of certain silver mining claims to the Company.

The 30 million options were valued on the grant date at $0.05 per option or a total of $1,494,596 using a Black-Scholes option pricing model with the following assumptions: stock price of $0.05 per share (based on the recent selling price of the Company’s common stock), volatility of 259%, expected term of 5 years, and a risk free interest rate of 1.96% and will be recognized as stock based compensation over the vesting period.

The Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

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.

Sincerely,

/s/ Daniel Bleak

Daniel Bleak

Chief Executive Officer

3

August 11, 2011

Via E-mail
Daniel Bleak Chief Executive Officer Silver Horn Mining Ltd. 3266 W. Galveston Drive Apache Junction, Arizona 85120

 Re: Silver Horn Mining Ltd.   Form 10-K for the year ended December 31, 2010    Filed March 30, 2011   Form 10-Q for the quarter ended March 31, 2011    Filed May 20, 2011   File No. 0-25097

Dear Mr. Bleak:

We have reviewed your filing and have the follo wing comments.  In some of our comments, we
may ask you to provide us with informati on so we may better understand your disclosure.
 Please respond to this letter within ten busine ss days by providing the requested information, or
by advising us when you will provide the requested re sponse.  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 the information you provide in  response to these comments, we may have
additional comments.     Form 10-K for the year ended December 31, 2010

 Consolidated Statement of Cash Flows, page F-6

 1. We note that your statement of cash flows starts  with “loss from conti nuing operations”, rather
than “net loss.”  Please explain to us how this  presentation is consistent with paragraph 230-10-
45-28 of the FASB ASC.  Revise future filings as necessary.

Note 6 – Stockholders’ Deficit, page F-17

 2. We note that you have 3,000,000 shares of Series A Preferred Stock outsta nding.  Please explain
to us why these shares are properly classified as  permanent equity.  Explain to us the significant

Daniel Bleak
Silver Horn Mining Ltd. August 11, 2011 Page 2
 terms and conditions of these shares, including, conversion rates, divide nd rates, liquidation
preferences, etc.  Revise your  footnote disclosures accordingly.
 Note 9 – Income Taxes, page F-20

 3. We note that as December 31, 2010 you had recorded $3.8 million of permanent tax differences.
Please explain to us the significan t components of this balance.  Revise your future filings to
disclose the nature of your  permanent differences.
 Form 10-Q for the quarter ended March 31, 2011

 Note 7 – Subsequent Events, page 13

 4. We note that effective April 25, 2011, you changed your name to “Silver Horn Mining Ltd.” and
on April 26, 2011 you purchased certain mining claims from Can-Am Gold Corp.  Please explain
to us how you plan to account for your transactions with Can-Am Gold Corp.

We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure in the
filing to be certain that the fili ng includes the information the Secu rities Exchange Act of 1934 and all
applicable Exchange Act rules require.  Since the company and its management are in possession of all
facts relating to a company’s disclosure, they ar e responsible for the accur acy and adequacy of the
disclosures they have made.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action w ith 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.

You may contact Eric Atallah, Staff Accountan t at (202) 551-3663 or Lynn Dicker, Reviewing
Accountant at (202) 551-3616 if you have questions re garding comments on the financial statements and
related matters.  In this regar d, do not hesitate to contact me at  (202) 551-3643 with any questions.

Sincerely,
 /s/ Lynn Dicker
   Kevin L. Vaughn
Accounting Branch Chief

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop  6010

June 12, 2009
    Via U S Mail and FAX [(727) 526-2990]

  Mr. Benjamin C. Croxton
Chief Executive Officer and Chief Financial Officer
EClips Energy Technologies, Inc. 3900A  31
st Street North
St. Petersburg, Florida 33714
 Re: EClips Energy Technologies, Inc.
  Form 8-K for Item 4.01, as amended
  Filed April 15, 2009   File No. 0-25097

 Dear Mr. Croxton:    We have completed our review of your Form 8-K and do not, at this time,
have any further comments.             S i n c e r e l y ,            B r i a n  C a s c i o           A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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EClips Energy Technologies, Inc

EClips Energy Technologies, Inc.

3900A 31st Street N.

St. Petersburg, FL 33714

June 5, 2009

Ms. Jeanne Bennett

Staff Accountant

U.S. Securities and Exchange Commission

450 Fifth Street, N.W., Mail Stop 6010

Washington, DC 20549

Re:

EClips Energy Technologies, Inc.

Dear Ms. Bennett:

This letter is being submitted in response to your facsimile of June 2, 2009 that you sent to our counsel, Clifford J. Hunt, Esquire and your telephone conference of June 4, 2009 with Mr. Hunt and our outside accountant, Peter Messineo.

1.

We understand that our successor auditor, Randall Drake, charged $20,000.00 and spent 75 hours with respect to the 2008 audit.

2.

The invoices we received from our predecessor auditor, Ferlita, Walsh & Gonzlez, P.A. (“FW&G”), demonstrate that 383 hours were recorded and $33,000 was charged for the 2007 audit.  It is our understanding that no work was performed by FW&G for the 2008 audit other than possibly devoting some minimal time observing the year-end inventory of the Company.

3.

With respect to management’s determination that a PCAOB compliant audit was performed, in the first instance, the Company hired a PCAOB certified auditor who agreed to provide the audit services.  On the date of hire, Mr. Drake met with Mr. Peter James, the last chairman of the audit committee.  Mr. James discussed with Mr. Drake, the financial controls, disclosures and procedures, and general matters of compliance with the Sarbanes-Oxley legislation.  He provided Mr. Drake with minutes of the audit committee meetings and a recent independent report on the accuracy of financial controls and procedures within the Company.  According to our new outside accountant, Mr. Peter Messineo, the Company books and records were in satisfactory condition to easily facilitate the audit performed by Mr. Drake. Company management relied upon Mr. Drake to

Ms. Jeanne Bennett, SEC

Re: EClips Energy

June 5, 2009

Page 2 of 3

perform an audit within the professional standards that govern PCAOB certified auditors.

4.

Regarding the disparity in the number of hours spent on the 2007 audit versus the 2008 audit, we note from the invoices that there were multiple levels of review amongst accountants within the predecessor auditing firm that probably contributed to the increased number of hours for the 2007 audit.  We had two acquisitions in 2007 which were not valued by a valuation firm.   Additionally, secretarial time was added in to the bill.  The invoices also demonstrate that there were significant hours of conversations with intermediaries.  Unfortunately, we cannot provide further explanation regarding such “intermediary” conversations.

We are a small company with approximately $400,000 of annual revenue.  The recession had forced us to downsize severely.  We had to reduce our expenses every way possible, including attempting to seek less expensive accounting and auditing services.  In 2007 and 2008, we paid approximately $102,000 and $88,000 respectively, for our outside accounting firm (not our auditing firm) to review our Quick Books accounting data maintained by our controller. These fees were separate and above the audit fees that we paid to FW&G.  In retrospect, we now believe that such accounting fees were extreme for a company of our size; however, the work of our outside accountants did facilitate the 2007 and 2008 audits.

5.

Company management believes it has reached an acceptable financial arrangement with FW&G for it to proceed with the review necessary to facilitate issuance of a proper report regarding its audit of the 2007 financial statements of the Company.  We are hopeful that FW&G will promptly issue the aforementioned report so that we can file an amended annual report on Form 10-K/A.  In the event that FW&G declines to issue its report for any reason, we will promptly commence a re-audit of our financial statements for the year ending 2007.  Under either scenario, Company management does not expect there to be any material change or difference in the financial statements as they presently appear in the Company’s annual report on Form 10-K for the period ended December 31, 2008 (including the 2007 year-end financial statements).

6.

Regarding Item 14 of the Form 10-K presently on file for the Company, please be advised that the information appearing in Item 14 of our proposed Form 10-K/A has been revised. Our Form 10-K/A will include current audit fee information as required by Item 14.

Ms. Jeanne Bennett, SEC

Re: EClips Energy

June 5, 2009

Page 3 of 3

On behalf of the Company and its management, we thank you for the opportunity to respond to the Commission staff’s comments and we are committed to working with the Commission staff to ensure compliance with federal securities laws.  If you have any further questions regarding our responses to the Commission staff’s comments, please do not hesitate to contact me.

Sincerely,

ECLIPS ENERGY TECHNOLOGIES, INC.

/s/:  Benjamin C. Croxton

Benjamin C. Croxton,

Chief Executive Officer

CORRESP
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filename1.htm

EClips Energy Technologies, Inc

EClips Energy Technologies, Inc.

3900A 31st Street N.

St. Petersburg, FL 33714

May 8, 2009

Ms. Jeanne Bennett

Staff Accountant

U.S. Securities and Exchange Commission

450 Fifth Street, N.W., Mail Stop 6010

Washington, DC 20549

Re:

EClips Energy Technologies, Inc.

Amendment No. 1 to Form 8-K for Item 4.01

Filed April 23, 2009

File No. 0-25097

Dear Ms. Bennett:

This letter is being submitted in response to the Securities and Exchange Commission (“SEC” or “Commission”) staff’s comment letter of May 1, 2009 (the “Letter”) directed to EClips Energy Technologies, Inc. (“EETI” or the “Company”) regarding the referenced current report on Form 8-K.  We will respond to each of the Commission staff’s comments in the order in which they appear in the Letter.

Amendment No. 1 to Form 8-K filed 4/23/09

1.

Please amend the Form 8-K to clearly state in the last sentence in paragraph 1(b) that the report of Ferlita, Walsh & Gonzalez (FW&G) on the financial statements for the year ended December 31, 2006 included an explanatory paragraph expressing substantial doubt as to the Company’s ability to continue as a going concern.

Response:

We acknowledge this staff’s comment and intend to amend the Form 8-K consistent with such comment.

2.

Please amend the Form 8-K to clearly disclose the reasons that you have filed two Exhibit 16 letters from FW&G.

3900A 31st Street North, Saint Petersburg, Florida 33714 727-525-5552  727-499-7413 Fax

Ms. Jeanne Bennett, Staff Acct.

Re: Eclips Energy Technologies

May 8, 2009

Page 2 of 7

Response

We acknowledge this staff’s comment and intend to amend the Form 8-K consistent with such comment.

3.

We also note from the discussion in the penultimate paragraph in the second Exhibit 16 letter that FW&G is not associated with the Form 10-K filed on April 15, 2009 and that FW&G did not consent to the reissuance of its report for the year ended December 31, 2007.  Further, we note that the audit report included on page F-1 of the Form 10-K for the fiscal year ended December 31, 2008 only opines on the fiscal 2008 financial statements and attributes the audit of the financial statements for the year ended December 31, 2007 to other auditors.

(a)  Please tell us how the financial statements in your Form 10-K comply with the requirements of Rule 8-02 of Regulation S-X to provide audited financial statements for the two years ended December 31, 2008 or amend the filing to comply.  If you are unable to obtain a reissued audit report on the December 31, 2007 financial statements, immediately amend your 2008 Form 10-K to label the 2007 financial statements as unaudited and discuss management’s plans to remedy the deficiency.

Response

We acknowledge the staff’s comment and are in the process of attempting to obtain consent for a reissued audit report on the December 31, 2007 financial statements.

(b)  Please have Randall N. Drake, CPA, P.A. explain what is meant by the sentence included in the introductory paragraph of his report “our opinion on the statement of operations, changes in stockholders’ deficit and cash flows for the 12 month period ended December 31, 2008, insofar as it relates to amounts for the periods through December 31, 2007 is based solely on the report of the other auditors” and similar wording in the opinion paragraph.

Response

Please see the written response of Randall N. Drake, CPA, P.A., attached and incorporated herein as Exhibit “A”.

4.

We reference the letter from Randall N. Drake dated April 21, 2009 included as Exhibit A to your response dated April 23, 2009.  Please have Mr. Drake tell us the following:

·

When he held communications with the predecessor auditor as inquired by AU 315.

Ms. Jeanne Bennett, Staff Acct.

Re: Eclips Energy Technologies

May 8, 2009

Page 3 of 7

·

How he concluded that he did not need to send receivable confirmations pursuant to the guidance in paragraph 35 of AU 330.

·

How he believes his alternative inventory procedures complied with the guidance in AU 331.  In addition, tell us whether the company performed a physical count at December 31, 2008 that was observed by the predecessor auditor.  If the predecessor auditor did observe the physical count at December 31, 2008, please tell us whether Mr. Drake reviewed those workpapers.

·

How he was able to audit income and expense balances by performing general analytical procedures.  Please tell us whether any audit procedures, other than analytical procedures, were performed on the income and expense amounts.

·

The procedures performed on the intangible asset now, including whether he engaged his own valuation specialist to assist in reviewing the valuation methodology utilized as opposed to solely rely on the company’s valuation.  As part of these procedures, have Mr. Drake discuss the testing performed on the impairment realized in the income statement.

·

The nature of the procedures performed on the company’s liability balances.

·

How he was able to audit the property and equipment balances if he only verified the existence of the documentation for significant additions.

·

When he held discussions with the Audit Committee.

Response

Please see the written response of Randall N. Drake, CPA, P.A., attached and incorporated herein as Exhibit “A”.

The Company acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosures in the filing;

·

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.

On behalf of the Company and its management, we thank you for the opportunity to respond to the Commission staff’s comments and we are committed to working with the Commission staff to ensure compliance with federal securities laws.  If you have any

Ms. Jeanne Bennett, Staff Acct.

Re: Eclips Energy Technologies

May 8, 2009

Page 4 of 7

questions regarding our responses to the Commission staff’s comment letter, please do not hesitate to contact me.

Sincerely,

ECLIPS ENERGY TECHNOLOGIES, INC.

/s/:  Benjamin C. Croxton

Benjamin C. Croxton,

Chief Executive Officer

Chief Financial Officer

Ms. Jeanne Bennett, Staff Acct.

Re: Eclips Energy Technologies

May 8, 2009

Page 5 of 7

EXHIBIT A

Randal N. Drake, C.P.A., P.A.

1981 Promenade Way

Clearwater, FL 33760

Phone: (727) 536-4863

May 7, 2009

Ms. Jeanne Bennett, Staff Accountant

US Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

In re:

EClips Energy Technologies, Inc.

May 1, 2009 Comment Letter

Dear Ms. Bennett,

In response to your May 1, correspondence,

Item 3(b).

The audit report referenced the report of other auditors in expectation of the company receiving consent prior to filing.  When it was determined consent was not obtained, the audit report should have been revised to not reference the prior auditor’s report.  The company is in the process of obtaining consent and filing an amended Form 10K.  The audit report will be revised if necessary pending the results of the company’s efforts to obtain consent.

Item 4.

Communications with the predecessor auditor was conducted on April 14, 2009.  Due to the timing of the audit work and the delayed company notification of the prior auditor, the conversation did not occur until April 14.  At that time, the predecessor auditor informed me that there were no disagreements or management integrity issues, rather a fee issue.  The auditor also informed me that due to his firm’s tax responsibilities, he could not provide me with work papers until after April 15, 2009.  I was unable to fulfill

Ms. Jeanne Bennett, Staff Acct.

Re: Eclips Energy Technologies

May 8, 2009

Page 6 of 7

the pre-engagement communication responsibilities but would not have issued a report without the required predecessor inquiries regarding management integrity, disagreements, and any fraud or misstatement issues.

AU 330 states that confirmation of receivables is not required if the balance is immaterial, if using confirmations would be ineffective or if the combined risk of material misstatement is low and other substantive procedures will be adequate.  I believed and documented that other substantive procedures would be adequate due to the availability of subsequent cash receipts and sales invoices and the low risk of material misstatement.

AU 331 implies that the only reason for not observing inventory would be for materiality.  I believe the alternative inventory procedures provided the best opportunity to test the inventory balances.  The Company did perform a physical count at December 31, 2008 and 2007 and it was observed by the predecessor auditor.  I was provided all procedures, counting sheets and inventory perpetual records in which to examine and perform rollback testing.  As mentioned above, I was unable to review the predecessor auditor work papers.  After performing physical counts and through appropriate tests of prior transactions, reviews of the records of prior counts and the application of gross profit tests, I was able to become satisfied with the inventory balances.

My prior letter summarized income and expense testing as general analytical procedures.  In addition, substantive tests were performed on sales transactions, payroll, repairs and maintenance, legal, consulting and predictability testing on interest and other account balances.

Regarding the intangible asset, the company had engaged a valuation specialist and I was given access to the report, correspondence and the company methodology for the treatment of the intangible asset.  I concurred with the company decision to record the intangible asset at cost.  Due to the close proximity of the transaction to the balance sheet date, and the price determined by two unrelated entities, any impairment would have been immaterial to the financial statements and I agreed with the company decision to not impair this asset for December 31, 2008.

In your letter, you refer to the impairment realized on the income statement.  This amount was the complete impairment of a technology company acquired for stock in 2008 and determined at June 30, 2008 to be of no value due to non-development or lack of marketability of the technological feasibility.  The footnote regarding this impairment was included in the second quarter Form 10-Q but left off in error on the Form 10-K.  It will be added to the Form 10-K amendment that is in process.  I reviewed the company’s assessment and concur with its accounting treatment.

The procedures for testing the liability balances were primarily cut off testing of purchases and subsequent cash disbursements and analysis of existing contracts and

Ms. Jeanne Bennett, Staff Acct.

Re: Eclips Energy Technologies

May 8, 2009

Page 7 of 7

agreements.  Material amounts in accounts payable were examined and the largest accrued liability balance of $250,000 was unchanged since December 31, 2006.

As referenced above, my prior letter listed only verification and documentation of the significant additions for property and equipment balances.  Additional procedures were conducted regarding property and equipment.  These included testing the clerical accuracy of the schedule and tracing opening and closing balances to the trial balance.  A comparison of property and accumulated depreciation balances with the prior periods was done.  An analysis of the repairs and maintenance entries was conducted to ensure all asset purchases were properly classified. Finally, a number of assets on the schedule were noted and inquired for use and observed for existence.

The chairman of the audit committee, Peter James, first called me April 8, 2009 and set up my initial meeting with him, at the company, on April 10, 2009.  At that meeting we discussed the role of the audit committee, auditor independence, the company relationship with the predecessor auditor and internal control over financial reporting.

Sincerely,

Randall N. Drake, CPA

Randall N. Drake, CPA PA

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop  6010

May 1, 2009
    Via U S Mail and FAX [(727) 526-2990]

  Mr. Benjamin C. Croxton
Chief Executive Officer and Chief Financial Officer
EClips Energy Technologies, Inc. 3900A  31
st Street North
St. Petersburg, Florida 33714
 Re: EClips Energy Technologies, Inc.
  Amendment No. 1 to Form 8-K for Item 4.01
  Filed April 23, 2009   File No. 0-25097

 Dear  Mr. Croxton:
 We have reviewed your amendment and the information provided, and have the
following comments.  Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider your explanation as to
why our comments are inapplicable or a revi sion is unnecessary.  After reviewing this
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 the applicable sta ff person at the telephone number listed at the
end of this letter.

Mr. Benjamin C. Croxton EClips Energy Technologies, Inc. May 1, 2009 Page 2 of 4   Amendment No. 1 to Form 8-K filed 4/23/08

1. Please amend the Form 8-K to clearly state in the last sentence in paragraph 1(b)
that the report of Ferlita , Walsh & Gonzalez (FW&G) on the financial statements
for the year ended December 31, 2006 included an explanatory paragraph
expressing substantial doubt as to the Company's ability  to continue as a going
concern.
2. Please amend the Form 8-K to clearly disc lose the reasons that  you have filed two
Exhibit 16 letters from FW&G.
3. We also note from the discussion in the penultimate paragr aph in the second
Exhibit 16 letter that FW&G is not associ ated with the Form 10-K filed on April
15, 2009 and that FW&G did not consent to  the reissuance of its report for the
year ended December 31, 2007. Further, we  note that the audit report included on
page F-1 of the Form 10-K for the fiscal year ended December 31, 2008 only opines on the fiscal 2008 financial statem ents and attributes the audit of the
financial statements for the year ended December 31, 2007 to other auditors.

(a) Please tell us how the financial stat ements in your Form 10-K comply with
the requirements of Rule 8-02 of Regul ation S-X to provide audited financial
statements for the two years
 ended December 31, 2008 or amend the filing to
comply.  If you are unable to obtain a reissued audit report on the December 31,
2007 financial statements, please immedi ately amend your 2008 Form 10-K to
label the 2007 financial statements as unaudited and discuss management's plans
to remedy the deficiency.  (b) Please have Randall N. Drake, CPA,  PA explain what is meant by the
sentence included in the introductory pa ragraph of his report “our opinion on the
statement of operations, changes in stoc kholders' deficit and cash flows for the
twelve month period ended December 31, 2008, insofar as it relates to amounts
for the periods through December 31, 2007 is based solely on the report of other
auditors”  and similar wording in the opinion paragraph.
4. We reference the letter from Randall N.  Drake dated April 21, 2009 included as
Exhibit A to your response dated Apr il 23, 2009. Please have Mr. Drake tell us
the following:

Mr. Benjamin C. Croxton EClips Energy Technologies, Inc. May 1, 2009 Page 3 of 4
• When he held communications with the predecessor auditor as required by
AU 315.

• How he concluded that he did not n eed to send receivable confirmations
pursuant to the guidance in  paragraph 35 of AU 330.

• How he believes his alternative inve ntory procedures complied with the
guidance in AU 331. In addition, tell us  whether the company performed a
physical count at December 31, 2008 that was observed by the predecessor auditor.  If the predecessor did obser ve the physical count at December 31,
2007, please tell us whether Mr. Drake reviewed those workpapers.

• How he was able to audit income and expense balances by performing general
analytical procedures. Please tell us wh ether any audit procedures, other than
analytical procedures, were performed on the income and expense amounts.
• The procedures performed on the intangi ble asset balance, including whether
he engaged his own valuati on specialist to assist in reviewing the valuation
methodology utilized as opposed to solely relying on the company's valuation. As part of these procedures, have Mr. Drake discuss the testing performed on the impairment realized in the income statement
• The nature of the procedures performe d on the company's liability balances.

• How he was able to audit the property and equipment balances if he only
verified the existence of the docum entation for significant additions.
• When he held discussions with the Audit Committee.

    Please file your response and amendm ent via EDGAR in response to these
comments within 5 business days after the date  of this letter.  Please contact the staff
immediately if you require longer th an 5 business days to respond.

Mr. Benjamin C. Croxton EClips Energy Technologies, Inc. May 1, 2009 Page 4 of 4
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an inform ed decision.  Since the registrant and its
management are in possession of all facts rela ting to a registrant’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 registrant acknowledging that:
• the registrant is responsible for the adequacy and accuracy of the
disclosure in the filing;
• staff comments or changes to disclosu re in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filing; and
• the registrant may not assert st aff comments as a defense in any
proceeding initiated by the Commissi on 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.    If you have any questions, please call J eanne Bennett at (202) 551-3606.  In her
absence, you may call me at (202) 551-3676.         S i n c e r e l y ,           B r i a n  C a s c i o          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

EClips Energy Technologies, Inc

EClips Energy Technologies, Inc.

3900A 31st Street N.

St. Petersburg, FL 33714

April 23, 2009

Ms. Jeanne Bennett

Staff Accountant

U.S. Securities and Exchange Commission

450 Fifth Street, N.W., Mail Stop 6010

Washington, DC 20549

Re:

EClips Energy Technologies, Inc.

Form 8-K for Item 4.01

Filed April 15, 2009

File No. 0-

Dear Ms. Bennett:

This letter is being submitted in response to the Securities and Exchange Commission (“SEC” or “Commission”) staff’s comment letter of April 16, 2009 (the “Letter”) directed to EClips Energy Technologies, Inc. (“EETI” or the “Company”) regarding the referenced current report on Form 8-K.  We will respond to each of the Commission staff’s comments in the order in which they appear in the Letter.

Form 8-K Filed April 15, 2009

1.

We note that you engaged your new independent registered public accounting firm, Randall N. Drake, on April 13, 2009.  We also note that the audit report from Randall N. Drake on your Form 10-K for fiscal 2008 is dated April 15, 2009.  We reference the information in paragraph (2)(b) of your Form 8-K dated April 15.  Please confirm that there were no consultations with the successor auditors prior to April 13 and have your successor auditors tell us about their audit procedures from the date of the engagement to the date of their audit report.

Response:

On April 7, 2009, we sent an email to our independent registered auditor, Ferlita, Walsh, & Gonzalez, P.A. of Tampa Florida ("FW&G") and advised FW&G to stop all outside accounting work until further notice.  The Company intended for this email to constitute a termination of the services of FW&G as the Company’s independent registered auditor.  Apparently a misunderstanding exists between the Company and FW&G regarding the date of termination as FW&G has advised the Company that it did not deem the termination to occur until April 14, 2009.

The date of April 13, 2009 identified in the Form 8-K reflects a scrivener’s error regarding the engagement of Randall N. Drake, CPA, P.A. Subsequent to the Company’s April 7, 2009 e-mail to FW&G, we solicited the services of Randall N. Drake, CPA, P.A., to serve as our independent registered auditor. We engaged Randall N. Drake CPA, P.A. of Clearwater, Florida, as our new independent registered auditor on Friday, April 10, 2009.

Prior to April 10, 2009, we did not consult with Randall N. Drake CPA, P.A. regarding any matter including (i) the application of accounting principles, (ii) the type of audit opinion that might be rendered by Randall N. Drake CPA, P.A., or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-B, respectively).

Mr. Drake has provided us with a letter that describes their audit procedures from the date of the engagement to the date of their audit report.  A copy of this letter is attached hereto as Exhibit “A”.

2.

Please expand in Paragraph (1)(b) to address the FW&G reports on Fiscal 2006 as well as fiscal 2007.  Information for the past two fiscal years is required by Item 304(a)(1)(ii) of Regulation S-K.

Response

Ms. Jeanne Bennett, Staff Accountant

Re: EClips Energy Technologies

April 23, 2009

Page 2 of 4

We acknowledge the staff’s comment and intend to include all information required by Item 304(a)(1)(ii) of Regulation S-K in our amended Form 8-K.

3.

Please amend your Form 8-K to include the required letter from your former auditor as Exhibit 16.

Response

We acknowledge the staff’s comment and intend to include the required letter from our former auditor as Exhibit 16 in our amended Form 8-K.

The Company acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosures in the filing;

·

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.

On behalf of the Company and its management, we thank you for the opportunity to respond to the Commission staff’s comments and we are committed to working with the Commission staff to ensure compliance with federal securities laws.  If you have any questions regarding our responses to the Commission staff’s comment letter, please do not hesitate to contact me.

Sincerely,

ECLIPS ENERGY TECHNOLOGIES, INC.

/s/:  Benjamin C. Croxton

Benjamin C. Croxton,

Chief Executive Officer

Chief Financial Officer

EXHIBIT “A”

April 21, 2009

Ms. Jeanne Bennett, Staff Accountant

US Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

In re:

EClips Energy Technologies, Inc.

April 16, 2009 Comment Letter

Dear Ms. Bennett,

The purpose of this letter is to respond to your request for our audit procedures from the date of engagement to the date of our report for EClips.  I will provide a brief chronology of events and procedures and would be pleased to provide any additional details or documents you may require.

I was contacted April 8, 2009 by the company at the referral of the company’s SEC attorney to consider the 2008 audit engagement.  On April 10, 2009 I was engaged by the company and provided access to all work papers and personnel.  Preparation of preliminary documents and a review of SEC filings was conducted prior to the April 10, 2009 meeting in anticipation of moving forward with the engagement.

General planning procedures included risk assessment, required communications, fraud and business risk assessment and interviews, understanding and documenting internal control and the financial reporting processes.  In addition to analytical procedures, the following areas were covered:

Cash – obtained subsequent documentation and performed subsequent event procedures

A/R – obtained positive cash receipts evidence and tested opening balances

Inventory – reviewed counting procedures, price and gross profit tested and rolled back items to 12/31/08          balances and tested opening balances

Property – verified existence and documentation for significant additions to property

Intangibles – reviewed third party valuation and company valuation and methodology

Equity – reviewed S/H lists and significant transactions

Income and expense – general analytical procedures, reviewed all legal expenses

Concurrent review sign off and management representation obtained 4/15/09

If you need to discuss this with me or have any additional questions, please contact me directly.

Sincerely,

Randall N. Drake

Randall N. Drake

Randall N. Drake, CPA PA

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop  6010

April 16, 2009
    Via U S Mail and FAX [(727) 526-2990]

  Mr. Benjamin C. Croxton
Chief Executive Officer and Chief Financial Officer
EClips Energy Technologies, Inc. 3900A  31
st Street North
St. Petersburg, Florida 33714
 Re: EClips Energy Technologies, Inc.
  Form 8-K for Item 4.01
  Filed April 15, 2009   File No. 0-

 Dear  Mr. Croxton:
 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 comments are inapplicable
or a revision is unnecessary.  After reviewi ng this 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 the applicable sta ff person at the telephone number listed at the
end of this letter.

Mr. Benjamin C. Croxton EClips Energy Technologies, Inc. April 16, 2009 Page 2 of 3  Form 8-K Filed April 15, 2009

1. We note that you engaged your new indepe ndent registered public accounting
firm, Randall N. Drake, on April 13, 2009.  We also note that the audit report
from Randall N. Drake on your Form 10-K for fiscal 2008 is dated April 15, 2009. We reference the information in pa ragraph (2)(b) of your Form 8-K dated
April 15.  Please confirm that there we re no consultations with the successor
auditors prior to April 13 and have your successor auditors tell us about their audit
procedures from the date of the engagement to the date of their audit report.
2. Please expand in Paragraph (1)(b) to addr ess the FW&G reports on fiscal 2006 as
well as fiscal 2007.  Information for the past  two fiscal years is required by Item
304(a)(1)(ii) of Regulation S-K.
3. Please amend your Form 8-K to include the required letter from your former
auditor as Exhibit 16.
     Please file your response and amendm ent via EDGAR in response to these
comments within 5 business days after the date  of this letter.  Please contact the staff
immediately if you require longer th an 5 business days to respond.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an inform ed decision.  Since the registrant and its
management are in possession of all facts rela ting to a registrant’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 registrant acknowledging that:
• the registrant is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosu re in response to staff comments
do not foreclose the Commission from taking any action with respect to the filing; and
• the registrant may not assert st aff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.

 Mr. Benjamin C. Croxton EClips Energy Technologies, Inc. April 16, 2009 Page 3 of 3    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.    If you have any questions, please call me  at (202) 551-3606.  In my absence, you
may call Brian Cascio, Branch Chief at (202) 551-3676.         S i n c e r e l y ,           J e a n n e  B e n n e t t         S t a f f  A c c o u n t a n t

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

       DIVISION OF
CORPORATION FINANCE

    Mail Stop 3030
January 22, 2009

Mr. Benjamin C. Croxton
Chief Executive Officer World Energy Solutions, Inc.
3900A 31
st Street North
St. Petersburg, Florida 33714
  RE:  World Energy Solutions, Inc.
   Form 10-KSB for the year ended December 31, 2007
      File No. 0-25097

Dear Mr. Croxton:   We have completed our review of your Form 10-KSB and related filings and have no further comments at this time.
Sincerely,

Kevin L. Vaughn Accounting Branch Chief

CORRESP
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World Energy Solutions, Inc. Letter to SEC

January 5, 2009

Mr. Kevin L. Vaughn,

Accounting Branch Chief

U.S. Securities and Exchange Commission

100 F Street, N.E., Mail Stop 5546

Washington, DC 20549

Re:

World Energy Solutions, Inc.

Form 10-KSB for the year ended December 31, 2007

Form 10-QSB for the quarter ended March 31, 2008

Form 10-Q for the quarter ended June 30, 2008

File No. 0- 25097

Dear Mr. Vaughn:

This letter and its attachments are being submitted in response to the Securities and Exchange Commission (“SEC” or “Commission”) staff’s comment letter of December 19, 2008 (the “Letter”) directed to World Energy Solutions, Inc. (“WES” or the “Company”) regarding the Company’s Form 10-Q for the period ending September 30, 2008.  We will respond to each of the Commission staff’s comments in the order in which they appear in the Letter.

Regarding paragraph 1 of the Letter regarding Controls and Procedures, we have revised the relevant section to provide management’s assessment of disclosure controls and procedures as of the end of the period covered by the report.

Regarding paragraph 2 of the Letter regarding the reference to internal controls over financial reporting, we have revised the disclosures to only present the disclosures required by Item 307 of Regulation S-K.

We are attaching the proposed abbreviated amended Form 10-Q/A for your review and consideration as Appendix “A”.  We will include appropriate Sarbanes-Oxley certifications with the ultimate filing in the EDGAR system.

The Company acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosures in the filing;

·

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

Kevin L. Vaughn, Acct. Br. Chief

Re: World Energy Solutions

January 5, 2009

Page 2 of 6

·

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.

On behalf of the Company and its management, we thank you for the opportunity to respond to the Commission staff’s comments and we are committed to working with the Commission staff to ensure compliance with federal securities laws.  If you have any questions regarding our responses to the Commission staff’s comment letter, please do not hesitate to contact me.

Sincerely,

WORLD ENERGY SOLUTIONS, INC.

/s/:  Benjamin C. Croxton

Benjamin C. Croxton,

Chief Executive Officer

Chief Financial Officer

APPENDIX “A”

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q/A

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008.

or

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to __________.

Commission file number 000-25097

WORLD ENERGY SOLUTIONS, INC.

(Name of small business issuer in its charter)

Florida

(State or other jurisdiction of incorporation or organization)

65-0783722

(I.R.S. Employer Identification No.)

3900A 31st Street North, St. Petersburg, Florida 33714

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code:  727-525-5552

Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  (x) Yes (__) No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer (__)

Accelerated filer (__)

Non-accelerated filer (__)

Smaller reporting company (_x_)

 (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes (__) No ( x )

The number of shares of the issuer’s common stock, par value $.0001 per share, outstanding as of November 10, 2008 was 91,442,967.

Forward Looking Statements.

This Quarterly Report on Form 10-Q of World Energy Solutions, Inc. for the nine month period ended September 30, 2008 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby.  To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Sections; Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

The following are factors that could cause actual results or events to differ materially from those anticipated, and include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the costs and effects of legal proceedings.

You should not rely on forward-looking statements in this quarterly report. This quarterly report contains forward-looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements.  Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly report.  Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by World Energy Solutions, Inc.  For example, a few of the uncertainties that could affect the accuracy of forward-looking statements include:

(a)

an abrupt economic change resulting in an unexpected downturn in demand;

(b)

governmental restrictions or excessive taxes on our products;

(c)

over-abundance of companies supplying energy conserving products and services;

(d)

economic resources to support the retail promotion of new products and services;

(e)

expansion plans, access to potential clients, and advances in technology; and

(f)

lack of working capital that could hinder the promotion and distribution of products and services to a broader based business and retail population.

EXPLANATORY NOTE

World Energy Solutions, Inc, d/b/a World Energy Solutions (the “Company”, “WES”, “WESI”, “we” or “us”) is filing this amendment to its Quarterly Report on Form 10-Q for the period ended September 30, 2008 that was originally filed on November 13, 2008 (the “Original 10-Q”) in response to comments received from the Securities and Exchange Commission’s Division of Corporation Finance. This amendment includes the following:

·      revision of the date regarding management's assessment of disclosure controls and procedures pursuant to Item 307 of Regulation S-B; and

·      deletion of language relating to management’s report on internal controls over financial reporting as it is required only in the annual report filed by the Company.

Other than as specified above, this amendment does not modify or affect the financial statements or the notes thereto in the Original 10-Q. This amendment does not reflect events occurring after the filing of the Original 10-Q and does not modify or update the disclosures therein in any way other than as required to reflect the amendments as described above and set forth below. Unless the statements indicate otherwise, as used in this amendment, the terms “Company,” “we,” “us” and “our” refer collectively to WES and its subsidiaries.

Item 4.  Controls and Procedures.

Item 4T.  Controls and Procedures.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

With respect to the period ending September 30, 2008, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation regarding the period ending September 30, 2008, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, concluded that our financial disclosure controls and procedures were not effective due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.  Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.

The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives.  However, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

(b) Changes in Internal Controls.

There have been no changes in the Company’s internal control over financial reporting during the period ended September 30, 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WORLD ENERGY SOLUTIONS, INC.

Date:  January __, 2009

/s/ BENJAMIN C. CROXTON

BENJAMIN C. CROXTON,

Chief Executive Officer

Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

   Mail Stop 3030
December 19, 2008

Mr. Benjamin C. Croxton
Chief Executive Officer World Energy Solutions, Inc.
3900A 31
st Street North
St. Petersburg, Florida 33714

  RE:  World Energy Solutions, Inc.
   Form 10-KSB for the year ended December 31, 2007    Form 10-Q for the quarter ended September 30, 2008    File No. 0-25097

Dear Mr. Croxton:
We have reviewed your letter dated October 21, 2008 and have the following
additional comments. Where in dicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.    Form 10-Q for the quarter ended September 30, 2008

Item 4. Controls and Procedures, page 22
1. We note that your assessment of your disclosu re controls and procedures refers to
management’s assessment as of December 31, 2007.  Please revise this section to
provide management’s assessment of di sclosure controls and procedures as of the end
of the period covered by the report .  Refer to Item 307 of Regulation S-K.

Mr. Benjamin C. Croxton
World Energy Solutions, Inc.
December 19, 2008 Page 2  2. Additionally we note your references to your internal controls over financial
reporting.  While disclosures regarding your  evaluation and conclusions regarding
your disclosure controls and pro cedures are required in each annual and quarterly

report filed with the SEC, management’s re port on internal contro ls over financial
reporting is only required to be included in annual  reports that you file under the
Exchange Act.  If you performed an evaluation of your internal controls over
financial reporting as of the interim pe riod and elect to present management’s
evaluation as of the interim period, please revi se to separately pr esent the disclosures
required by Item 307 of Regul ation S-K and the disclosures under Item 308 of
Regulation S-K.  Alternatively, revise the di sclosures to only present the disclosures
required by Item 307 of Regulation S-K.

As appropriate, please amend your documents, and respond to these comments within
10 calendar days.  Please furnis h a cover letter that keys your  responses to our comments
and provides any requested information.  Deta iled cover letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.
You may contact Eric Atallah, Staff Accountant at (202) 551-3663 or me at (202)
551-3643 regarding comments on the financial stat ements and related matters.  In this
regard, do not hesitate to contact Martin Ja mes, Senior Assistant Chief Accountant, at
(202) 551-3671 with any other questions.

        S i n c e r e l y ,

          Kevin L. Vaughn
Accounting Branch Chief

CORRESP
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filename1.htm

October 21, 2008

October 21, 2008

Mr. Kevin L. Vaughn,

Accounting Branch Chief

U.S. Securities and Exchange Commission

100 F Street, N.E., Mail Stop 5546

Washington, DC 20549

Re:

World Energy Solutions, Inc.

Form 10-KSB for the year ended December 31, 2007

Form 10-QSB for the quarter ended March 31, 2008

Form 10-Q for the quarter ended June 30, 2008

File No. 0- 25097

Dear Mr. Vaughn:

This letter and its attachments are being submitted in response to the Securities and Exchange Commission (“SEC” or “Commission”) staff’s comment letter of October 17, 2008 (the “Letter”) directed to World Energy Solutions, Inc. (“WES” or the “Company”) regarding the referenced periodic filings.  We will respond to each of the Commission staff’s comments in the order in which they appear in the Letter.

Form 10-KSB for the year ended December 31, 2007

Item 8A.  Controls and Procedures, page 15

Comment:

1.

We note your proposed revisions in response to prior comment 1.  We note that your disclosure controls and procedures were not effective so as to timely identify correct required to be disclosed required to be included in your SEC reports.  Additionally we note that your internal controls over financial reporting were not effective so as to timely identify, correct and disclose information required to be disclosed in your SEC reports.  The language that is currently included after the word “not effective” in your disclosures appears to be superfluous, since the meaning of “disclosure controls and procedures” and “internal controls over financial reporting” are established by Exchange Act Rules 13a-15(e) and 13a-15(f), respectively.  Please revise your disclosures accordingly.  This comment also applies to your subsequent quarterly reports.

3900A 31st Street North, Saint Petersburg, Florida 33714 727-525-5552  727-499-7413 Fax

Kevin L. Vaughn, Acct. Br. Chief

Re: World Energy Solutions

October 21, 2008

Page 2 of 23

Response:

Attached hereto as Appendix “A” is a draft of an abbreviated Form 10-KSB/A that contains the amendment of Item 8A Controls and Procedures as suggested by the Commission staff.  We are making a similar revision to the draft quarterly reports attached as Appendices B and C, respectively. We are providing the proposed amendments to the SEC in draft form to ensure we are including the proper Item 8A disclosures (and quarterly report counterparts) prior to filing with the SEC via the EDGAR system. If this proposed amendment is acceptable, we also will file the revised Exhibit 31 draft that was attached to our September 3, 2008 letter.

Comment:

2.

As a related matter, we note your disclosure “this report on disclosure controls and procedures and internal controls and procedures over financial reporting shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934….” Please revise your disclosures to clarify that this disclosure relates only to management’s report on internal control over financial reporting.  In this regard, please note that the information required by Item 307 of Regulation S-B must be filed, not furnished.

Response:

Pursuant to our counsel’s discussion with the Commission staff, we are striking from our draft disclosures the paragraph that relates to Comment 2 above.

Forms 10-Q for the quarters ended March 31, and June 30, 2008

Comment:

3.

We note your proposed revisions in response to prior comments 5 and 6.  Please revise your disclosure to remove the paragraph regarding section 18 liability of the Exchange Act, since you did not provide a report on internal controls over financial reporting.

Response:

We are striking from our draft disclosures the paragraph that relates to Comment 3 above.

The Company acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosures in the filing;

·

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.

Kevin L. Vaughn, Acct. Br. Chief

Re: World Energy Solutions

October 21, 2008

Page 3 of 23

On behalf of the Company and its management, we thank you for the opportunity to respond to the Commission staff’s comments and we are committed to working with the Commission staff to ensure compliance with federal securities laws.  If you have any questions regarding our responses to the Commission staff’s comment letter, please do not hesitate to contact me.

Sincerely,

WORLD ENERGY SOLUTIONS, INC.

/s/:  Benjamin C. Croxton

Benjamin C. Croxton,

Chief Executive Officer

Chief Financial Officer

APPENDIX “A”

--------DRAFT--------

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-KSB/A

Amendment No. 1

(Mark One)

(X) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ____________

Commission file number 0-25097

WORLD ENERGY SOLUTIONS, INC.

(Name of small business issuer in its charter)

FLORIDA                                       65-0783722

(State or other jurisdiction of                   (I.R.S. Employer

incorporation or organization)                  Identification No.)

3900A 31st Street North, St. Petersburg, Florida    33714

(Address of principal executive offices)               (Zip Code)

Issuer's telephone number: 727-525-5552

Securities registered under Section 12(b) of the Exchange Act:

Title of each class          Name of each exchange on which registered

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock

(Title of class)

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. (_)

Note - Checking the box above will not relieve any  registrant  required to file  reports  pursuant  to Section 13 or 15(d) of the  Exchange  Act from their obligations under those Sections.

Check  whether  the issuer (1) filed all  reports  required  to be filed by Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter period that the  registrant was required to file such reports),  and (2) has been  subject  to such  filing  requirements  for the past 90 days.  Yes (X) No(_).

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB (_).

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes (_) No (X)

State issuer's revenues for its most recent fiscal year:  $438,776.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days:  $4,489,633.18 based on the average high ($0.28) and low ($0.25) price as of February 11, 2008, of $0.265 per share average.

Note: If determining whether a person is an affiliate will involve an unreasonable effort and expense, the issuer may calculate the aggregate market value of the common equity held by non-affiliates on the basis of reasonable assumptions, if the assumptions are stated.

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 44,845,811 shares of Common Stock as of February 11, 2008.

DOCUMENTS INCORPORATED BY REFERENCE

None

Transitional Small Business Disclosure Format (Check One): Yes (_) No (X)

Special Note Regarding Forward Looking Statements.

This abbreviated annual report on Form 10-KSB/A of World Energy Solutions, Inc. for the year ended December 31, 2007 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby.  To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

The following are factors that could cause actual results or events to differ materially from those anticipated, and include but are not limited to: general economic, financial and business conditions; changes in and

2

compliance with governmental regulations; changes in tax laws; and the costs and effects of legal proceedings.

You should not rely on forward-looking statements in this annual report. This annual report contains forward-looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements.  Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report.  Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by World Energy Solutions, Inc.  For example, a few of the uncertainties that could affect the accuracy of forward-looking statements include:

(a)

an abrupt economic change resulting in an unexpected downturn in demand;

(b)

governmental restrictions or excessive taxes on our products;

(c)

over-abundance of companies supplying computer products and services;

(d)

economic resources to support the retail promotion of new products and services;

(e)

expansion plans, access to potential clients, and advances in technology; and

(f)

lack of working capital that could hinder the promotion and distribution of products and services to a broader based business and retail population.

EXPLANATORY NOTE

World Energy Solutions, Inc, d/b/a World Energy Solutions (the “Company”, “WES”, “WESI”, “we” or “us”) is filing this amendment to its Annual Report on Form 10-KSB/A for the fiscal year ended December 31, 2007 that was originally filed on March 31, 2008 (the “Original 10-KSB”) in response to comments received from the Securities and Exchange Commission’s Division of Corporation Finance. This amendment includes the following:

·      additional disclosure of management's report regarding its assessment of internal control over financial reporting as required by Item 308 of Regulation S-B; and

·      additional language required by paragraph 4(b) of Item 601(b)(31) of Regulation S-B to be included in the Sarbanes-Oxley certifications (Exhibit 31) of the chief executive officer and chief financial officer for the Company.

Other than as specified above, this amendment does not modify or affect the financial statements or the notes thereto in the Original 10-KSB. This amendment does not reflect events occurring after the filing of the Original 10-KSB and does not modify or update the disclosures therein in any way other than as required to reflect the amendments as described above and set forth below. Unless the statements indicate otherwise, as used in this amendment, the terms “Company,” “we,” “us” and “our” refer collectively to WES and its subsidiaries.

3

PART II

Item 8A.  Controls and Procedures.

Item 8A(T). Controls and Procedures.

(a)

Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures and Annual Report on Internal Control Over Financial Reporting.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

With respect to the fiscal year ending December 31, 2007, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon our evaluation regarding the fiscal year ending December 31, 2007, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.  Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.

With respect to the fiscal year ending December 31, 2007, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our internal controls over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon our evaluation regarding the fiscal year ending December 31, 2007, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its internal controls over financial reporting were not effective due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.  Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.

The Company’s disclosure controls and procedures and internal controls over financial reporting are designed to provide reasonable assurance of achieving their objectives. However, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls over financial reporting will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs

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

       DIVISION OF
CORPORATION FINANCE

   Mail Stop 6010
October 17, 2008

Mr. Benjamin C. Croxton
Chief Executive Officer World Energy Solutions, Inc.
3900A 31
st Street North
St. Petersburg, Florida 33714

  RE:  World Energy Solutions, Inc.
   Form 10-KSB for the year ended December 31, 2007    Form 10-QSB for the quarter ended March 31, 2008    Form 10-Q for quarter ended June 30, 2008    File No. 0-25097

Dear Mr. Croxton:
We have reviewed your letter dated October 8, 2008 and have the following
additional comments. Where in dicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.
 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 lis ted at the end of  this letter.

Mr. Benjamin C. Croxton
World Energy Solutions, Inc.
October 17, 2008
Page 2  Form 10-KSB for the year ended December 31, 2007

Item 8A. Controls and Procedures, page 15

1. We note your proposed revisions in respons e to prior comment 1.  We note that
your disclosure controls and procedures were  not effective so as to timely identify
correct and disclose information required  to be included in your SEC reports.
Additionally we note that that your intern al controls over financial reporting were
not effective so as to timely identify, corre ct and disclose information required to
be disclosed in your SEC reports.  The la nguage that is currently included after
the word "not effective" in your disclosu res appears to be su perfluous, since the
meaning of "disclosure controls and pr ocedures” and “internal controls over
financial reporting” are established by  Exchange Act Rules 13a-15(e) and 13a-
15(f), respectively.  Please revise your disclosures accordingly.  This comment also applies to your subs equent quarterly reports.
 2. As a related matter, we note your disclosu re “this report on disclosure controls
and procedures and internal controls a nd procedures over financial reporting shall
not be deemed filed for purposes of Secti on 18 of the Securities Exchange Act of
1934….”  Please revise your disclosures to cl arify that this disclosure relates only
to management’s report on internal contro l over financial reporting.  In this
regard, please note that the informati on required by Item 307 of Regulation S-B
must be filed, not furnished.
 Forms 10-Q for the quarters ended March 31, and June 30, 2008

 3. We note your proposed revisions in respons e to prior comments 5 and 6.  Please
revise your disclosure to remove the paragraph regarding Section 18 liability of
the Exchange Act, since you did not provi de a report on internal controls over
financial reporting.

******************

As appropriate, please amend your documents, and respond to these comments
within 10 calendar days.  Please furnish a c over letter that keys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.

Mr. Benjamin C. Croxton
World Energy Solutions, Inc.
October 17, 2008 Page 3
You may contact Eric Atallah, Staff Accountant at (202) 551-3663 or me at (202)
551-3643 regarding comments on the financial stat ements and related matters.  In this
regard, do not hesitate to contact Martin Ja mes, Senior Assistant Chief Accountant, at
(202) 551-3671 with any other questions.

        S i n c e r e l y ,

          Kevin L. Vaughn
Accounting Branch Chief

CORRESP
1
filename1.htm

WES Letter SEC2

October 8, 2008

Mr. Kevin L. Vaughn,

Accounting Branch Chief

U.S. Securities and Exchange Commission

100 F Street, N.E., Mail Stop 5546

Washington, DC 20549

Re:

World Energy Solutions, Inc.

Form 10-KSB for the year ended December 31, 2007

Form 10-QSB for the quarter ended March 31, 2008

Form 10-Q for the quarter ended June 30, 2008

File No. 0- 25097

Dear Mr. Vaughn:

This letter and its attachments are being submitted in response to the Securities and Exchange Commission (“SEC” or “Commission”) staff’s comment letter of September 16, 2008 (the “Letter”) directed to World Energy Solutions, Inc. (“WES” or the “Company”) regarding the referenced periodic filings.  We will respond to each of the Commission staff’s comments in the order in which they appear in the Letter.

Form 10-KSB for the year ended December 31, 2007

Item 8A.  Controls and Procedures, page 15

Comment:

1.

…

Please revise your disclosure to provide separate disclosures addressing your conclusions for each of disclosure controls and procedures based on Item 307 of Regulation S-K and your internal controls over financial reporting based on Item 308(T) of Regulation S-K.

3900A 31st Street North, Saint Petersburg, Florida 33714 727-525-5552  727-499-7413 Fax

Kevin L. Vaughn, Acct. Br. Chief

Re: World Energy Solutions

October 8, 2008

Page 2 of 30

Response:

Attached hereto as Appendix “A” is a draft of an abbreviated Form 10-KSB/A that contains the amendment of Item 8A Controls and Procedures as suggested by the Commission staff.  You will notice that we have placed into separate paragraphs, our conclusions relating to disclosure controls and procedures and internal controls over financial reporting. We are providing the proposed amendment to the SEC in draft form to ensure we are including the proper Item 8A disclosures prior to filing with the SEC via the EDGAR system. If this proposed amendment is acceptable, we also will file the revised Exhibit 31 draft that was attached to our September 3, 2008 letter.

Comment:

2.

Further to the above, we note your disclosure that “the Company … does not expect that its disclosure controls and procedures … will prevent all error and all fraud.” … Please revise to state clearly, if true, that your disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives….”

Response:

Attached hereto as Appendix “A” is a draft of an abbreviated Form 10-KSB/A that contains the amendment of Item 8A Controls and Procedures.  We have addressed the staff’s comment in the proposed amendment.  We are providing the proposed amendment to the SEC in draft form to ensure we are including the proper Item 8A disclosures prior to filing with the SEC via the EDGAR system.

Note 2 – Mergers and Acquisitions, page F-3

Comment:

3.

Please refer to prior comment 3. We note from your response that you fully anticipated that the technology you acquired would result in future sales and that you also anticipated undertaking further development of the acquired technology.  We further note your disclosures in your June 30, 2008 Form 10-Q that you expect to further develop the related technology.  In light of these disclosures, it is not clear why you believe that the impaired assets will not be held and used in your future operations.  Please tell us why you believe your current presentation of the impairment of the assets as a non-operating expense complies with paragraph25 of SFAS 144 and Item 5-03.9 of Regulation S-X.  Please note this comment also applies to your June 10, 2008 transaction with Advanced Alternative Energy, Inc.

Response:

In all the acquisitions noted in your comments, management was unable to provide any positive undiscounted cash flow projections related to any of the rights for the technologies

Kevin L. Vaughn, Acct. Br. Chief

Re: World Energy Solutions

October 8, 2008

Page 3 of 30

identified at the time of each acquisition. As a result, the allocation of the acquisition price was unable to support any value associated with the rights acquired and the impairment was necessary. The business purpose was to acquire the rights to the technologies and the cash in each entity.

In response to the classification of the impairments not currently included in loss from operations, we have considered what impact, if any, the reclassification might have on users of the issued financial statements.

We note no effect to the balance sheet as a result of this reclassification. The net loss and loss per common share would also remain unchanged.  Loss from operations would increase by the impairment amount for each period in which impairment was recorded.

We also took into consideration qualitative factors related to the potential materiality of the error on the financial statements.  The error does not change the trend in earnings (losses), expectations of the general public, the direction of the net loss or loss from operations, compliance with contractual requirements and was not an intentional misstatement to mislead users of the financial statements.

In our professional judgment, we do not believe that this reclassification would affect the judgment of a reasonable person relying upon the currently issued financial statements.

Since we believe this reclassification not to be material, we do not consider it necessary to amend the Company’s 10KSB or 10Q’s for the periods related to your comments.  Instead, we would like to suggest that we reclassify the impairment amounts in future filings with the SEC and will follow the disclosure guidance of SFAS 154 – “Accounting Changes and Error Corrections” in such filings.

Comment:

4.

Further to the above, we note that you immediately impaired the intangible assets acquired in the Hydrogen Safe Technologies asset acquisition in September 2007.  Further it appears that you also immediately impaired the intangible assets acquired in the Advanced Alternative Energy asset acquisition in June 2008.  Please clarify for us the business purpose for the acquisitions of these assets in light of your determination as indicated in your response to prior comment that the assets would not be held and used.  Tell us and revise your disclosures in future filings to clearly disclose the specific purpose for each asset acquisition and how you believe each asset acquisition will benefit the company.

Response:

In all the acquisitions noted in your comments, management was unable to provide any positive undiscounted cash flow projections related to any of the rights for the technologies identified at the time of each acquisition. As a result, the allocation of the acquisition price was unable to support any value associated with the rights acquired and the impairment was

Kevin L. Vaughn, Acct. Br. Chief

Re: World Energy Solutions

October 8, 2008

Page 4 of 30

necessary. The business purpose was to acquire the rights to the technologies and the cash in each entity.

In response to the classification of the impairments not currently included in loss from operations, we have considered what impact, if any, the reclassification might have on users of the issued financial statements.

We note no effect to the balance sheet as a result of this reclassification. The net loss and loss per common share would also remain unchanged.  Loss from operations would increase by the impairment amount for each period in which impairment was recorded.

We also took into consideration qualitative factors related to the potential materiality of the error on the financial statements.  The error does not change the trend in earnings (losses), expectations of the general public, the direction of the net loss or loss from operations, compliance with contractual requirements and was not an intentional misstatement to mislead users of the financial statements.

In our professional judgment, we do not believe that this reclassification would affect the judgment of a reasonable person relying upon the currently issued financial statements.

Since we believe this reclassification not to be material, we do not consider it necessary to amend the Company’s 10KSB or 10Q’s for the periods related to your comments.  Instead, we would like to suggest that we reclassify the impairment amounts in future filings with the SEC and will follow the disclosure guidance of SFAS 154 – “Accounting Changes and Error Corrections” in such filings.

Form 10-QSB for the quarter ended March 31, 2008

Comment:

5.

We note that your response to prior comment 7. … Please file your abbreviated amendment on Form 10-Q/A rather than Form 10-QSB/A.

Response:

We respectfully acknowledge the Commission staff’s comment and will file our abbreviated amendment on Form 10-Q/A.

Comment:

6.

We note your response to prior comment 6 and the proposed revised disclosures to be included in your Form 10-Q/A. … [R]evise the disclosures to only present the disclosures required by Item 307 of Regulation S-K.  Please note this comment also applies to your Form 10-Q for the quarter ended June 30, 2008.

Kevin L. Vaughn, Acct. Br. Chief

Re: World Energy Solutions

October 8, 2008

Page 5 of 30

Response:

We respectfully acknowledge the Commission staff’s comment and will only include the disclosures required by Item 307 of Regulation S-K when we file our abbreviated amendment on Form 10-Q/A in the form attached hereto as Appendix “B”.  We will make this same adjustment to our abbreviated amendment to the Form 10-Q for the quarter ended June 30, 2008 as reflected by Appendix “C”.

Form 10-Q for the quarter ended June 30, 2008

Notes 4.  Stock transactions and agreements, page 9

Comment:

7.

We note that you issued 100,000 shares of Series B Convertible Preferred Stock to UTEK Corporation in connection with your acquisition of Advanced Alternative Energy in June 2008.  Please tell us and revise future filings to disclose the significant terms of your Series B Convertible Preferred Stock, including voting rights, dividend rights and liquidation preferences.  Preferred to paragraph 4 of SFAS 129.

Response:

We reviewed SFAS 129, paragraph 4 and footnote 4 of our 10-Q filing for the period ended June 30, 2008.  While we did disclose the voting rights, conversion rights, dates, exercise prices and pertinent dates, we had not disclosed the fact that the Series B Convertible Preferred Stock had no liquidation preferences and had no dividend rights.  In our future filings we will include disclosure related to the fact there are no liquidation preferences and no dividend rights related to these preferred shares.  We have indicated by italics the proposed modification to the referenced paragraph disclosure within the footnote as follows:

The shares may be converted by the holder at any time into common stock prior to the sixty month anniversary of the execution of the agreement into the face value of the debenture which is $3,500,000 of common shares of WESI, based on the average of the five day closing price prior to the conversion.  At any time after six months and before the sixty month anniversary of the execution of the agreement, WESI will have the right, at its sole discretion, to repurchase at an agreed upon percentage value, any non-converted shares of the Series B Convertible Preferred Stock.  The shares may be repurchased within twelve months at 105%; within thirteen and twenty-four months at 110%; within twenty-five and thirty-six months at 115%; and at any time after thirty-six months at a 120% value.  The convertible preferred shares have no voting rights, no liquidation preferences and no dividend rights.

Kevin L. Vaughn, Acct. Br. Chief

Re: World Energy Solutions

October 8, 2008

Page 6 of 30

Comment:

8.

Please revise future filings to provide disclosures required by paragraphs 40 and 41 of SFAS 128. Please note that this disclosure should include disclosure of the number of securities that could potentially dilute basic EPS in the future but were specifically excluded because to do so would have been anti-dilutive (i.e., the common shares that could be issued upon conversion of preferred stock).

Response:

We will update our future filings to include disclosures as required by paragraphs 40 and 41 of SFAS 128 to disclose the number of securities that could potentially dilute basic EPS in the future, but were not included in the computation of diluted EPS because to do so would have been anti-dilutive for the period(s) presented and will provide a description of any transactions, if in existence, that occur after the end of the most recent period but before the issuance of the financial statements that would have changed materially the number of common shares or potential common shares outstanding at the end of the period.

Comment:

Note 9.  Recent Accounting Pronouncements, page 13

9.

We note your disclosures here relating to SFAS 157, SFAS 159, and EITF 07-3.  Specifically, you state that “(you) do not expect the adoption of (the standard) to materially impact (your) financial statements” (SFAS 157 and EITF 07-3) and “(you) are currently assessing the possible impact of the adoption of this statement, but (you do) not anticipate it to materially impact the financial statements” (SFAS 159).  Since each of these standards was effective for you as of January 1, 2008, please tell us and revise the financial statements in future filings to update these disclosures.  To the extent the adoption had a material impact, revise your accounting policy disclosures to disclose the new accounting policy.  In addition, clarify if you have chosen to apply SFAS 159 to financial instruments or certain other items at fair value that were not previously required to be measured at fair value.

Response:

We propose the following updates to our future filings with modifications italicized:

In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements.”  SFAS No. 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions.  Under the standard, fair value measurements would be separately disclosed by level within the fair value hierarchy.  SFAS No. 157 was effective for financial statements issued for fiscal years beginning after November 15, 2007 and

Kevin L. Vaughn, Acct. Br. Chief

Re: World Energy Solutions

October 8, 2008

Page 7 of 30

interim periods within those fiscal years, with early adoption permitted.  On February 12, 2008, the effective date for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in financial statements on a recurring basis (at least annually) was delayed to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years for items within the scope of FSP FAS 157-2.  The Company has not had any material impact to its financial statements from the adoption of SFAS No. 157 and does not anticipate any material impact upon the adoption of the extended deadline for nonfinancial assets and liabilities.

The Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”, in February, 2007.  SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value.  A business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings (or another performance indicator if the business entity does not report earnings) at each subsequent reporting date.  A not for profit organization shall report unrealized gains and losses in its statement of activitie

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

       DIVISION OF
CORPORATION FINANCE

   Mail Stop 6010
September 16, 2008

Mr. Benjamin C. Croxton
Chief Executive Officer World Energy Solutions, Inc.
3900A 31
st Street North
St. Petersburg, Florida 33714

  RE:  World Energy Solutions, Inc.
   Form 10-KSB for the year ended December 31, 2007    Form 10-QSB for the quarter ended March 31, 2008    Form 10-Q for quarter ended June 30, 2008    File No. 0-25097

Dear Mr. Croxton:
We have reviewed your letter dated September 3, 2008 and have the following
addtional comments. Where in dicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.
 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 lis ted at the end of  this letter.

Mr. Benjamin C. Croxton
World Energy Solutions, Inc.
September 16, 2008
Page 2  Form 10-KSB for the year ended December 31, 2007

Item 8A. Controls and Procedures, page 15

1. We note your proposed revisions in respons e to prior comment 1.  We note that
you are presenting a consolidated repor t that discusses your evaluation and
conclusion relating to disclosure controls  and procedures and internal controls
over financial reporting.  Please note that “disclosure controls and procedures”
and “internal controls over financial repor ting” have different meanings in Rules
13a-15(e) and 13a-15(f) of the Exchange Act.  Further, each of your “disclosure
controls and procedures” and “internal c ontrols over financia l reporting” requires
distinct evaluations and di sclosures.  In this rega rd, your current disclosure
regarding your conclusions may be confusi ng as it appears to combine disclosure
controls and procedures and internal controls over financial reporting.  For
example, you state that your “disclosure controls and procedures and internal
controls over financial repor ting were not effective so as to timely identify,
correct and disclose information required  to be included in our Securities and
Exchange Commission (“SEC”) reports…”  Th is statement could be interpreted to
indicate that your disclosure  controls and procedures and internal controls over
financial reporting may have been effective in areas other than identifying, correcting and disclosing required informa tion.  Please revise your disclosure to
provide separate
 disclosures addressing your conclusions for each of disclosure
controls and procedures based on Item 307 of Regulation S-K and your internal
controls over financial re porting based on Item 308(T) of Regulation S-K.
 2. Further to the above, we note your disclosure that “the Company…does not expect that its disclosure controls an d procedures…will prevent all error and all
fraud.”  Further, you state that “a cont rol system, no matter how well conceived
and operated, can provide only reasonable,  not absolute, assurance that the
objectives of the control system are met.”  Please revise to state clearly, if true, that your disclosure controls and procedures are designed to  provide reasonable
assurance of achieving their ob jectives.  In the alternativ e, remove the reference to
the level of assurance of your disclosure c ontrols and procedures.  Please refer to
Section II.F.4 of Management’s Reports on Internal Contro l Over Financial
Reporting and Certification of Disclosure in Exchange Act Periodic Reports, SEC
Release No. 33-8238, available on our website at <http://www.sec.gov/rules/final/33-8238.htm
>.  Please note this comment also
applies to your Forms 10-Q for the quarters ended March 31, 2008 and June 30,
2008.
 Note 2 – Mergers and Acquisitions, page F-3

 3. Please refer to prior comment 3. We not e from your response that you fully
anticipated that the technology you acquired would result in futu re sales and that

Mr. Benjamin C. Croxton
World Energy Solutions, Inc.
September 16, 2008
Page 3
you also anticipated undertaking further de velopment of the acquired technology.
We further note your disclosures in y our June 30, 2008 Form 10-Q that you
expect to further develop the related technol ogy.  In light of these disclosures, it is
not clear why you believe that the impaired  assets will not be held and used in
your future operations.  Pl ease tell us why you believe  your current presentation
of the impairment of the assets as  a non-operating expense complies with
paragraph 25 of SFAS 144 and Item 5-03.9 of Regulation S-X.  Please note this comment also applies to your June 10, 2008 transaction with Advanced
Alternative Energy, Inc.
  4. Further to the above, we note that you immediately impaired the intangible assets
acquired in the Hydrogen Safe Technologi es asset acquisition in September 2007.
Further, it appears that you also imme diately impaired the intangible assets
acquired in the Advanced Alternative Energy asset acquisition in June 2008.  Please clarify for us the business purpose for the acquisitions of these assets in light of your determination as indicated in your response to prior comment 3 that
the assets would not be held and used.  Tell us and revise your disclosures in
future filings to clearly disclose the specific purpose for each asset acquisition and how you believe each asset acquisition will benefit the company.
 Form 10-QSB for the quarter ended March 31, 2008

 5. We note your response to prior comment 7.  In light of the fact that you plan to
amend the Form 10-QSB for the quarter ended March 31, 2008 to correct the certifications, please file your abbrevia ted amendment on Form 10-Q/A rather
than Form 10-QSB/A.
 6. We note your response to prior comment 6 and the proposed revised disclosures
to be included in your Form 10-Q/A.  Specifically, we note that your draft
disclosures refer to an evaluation of your internal controls ove r financial reporting
as of March 31, 2008.  While disclosu res regarding your evaluation and
conclusions regarding your disclosure c ontrols and procedures are required in
each annual and quarterly
 report filed with the SEC, management’s report on
internal controls over financial reporting is only requi red to be included in annual
reports that you file under the Exchange Act.  If you performed an evaluation of
your internal controls over financial repor ting as of the interim period and elect to
continue to present management’s conclusi ons on internal controls over financial
reporting as of the interim period, pleas e revise to separately present the
disclosures required by Item 307 of Regul ation S-K and the disclosures under
Item 308 of Regulation S-K.  Alternatively, revise the disclosures to only present
the disclosures required by Item 307 of  Regulation S-K.  Please note this
comment also applies to your Form 10-Q for the quarter ended June 30, 2008.

Mr. Benjamin C. Croxton
World Energy Solutions, Inc.
September 16, 2008
Page 4  Form 10-Q for quarter ended June 30, 2008

Note 4.  Stock transactions and agreements, page 9

7. We note that you issued 100,000 shares of Series B Convertible Preferred Stock
to UTEK Corporation in connection with your acquisition of Advanced
Alternative Energy in June 2008.  Please te ll us and revise future filings to
disclose the significant terms of your Series B Convertible Preferred Stock,
including voting rights, divi dend rights and liquidation preferences.  Refer to
paragraph 4 of SFAS 129.

8. Please revise future filings to provide the disclosures required by paragraphs 40 and 41 of SFAS 128.  Please note  that this disclosure s hould include disclosure of
the number of securities that could potent ially dilute basic EPS in the future but
were specifically excluded because to do so would have been antidilutive (i.e., the
common shares that could be issued upon conversion of the preferred stock).
 Note 9.  Recent Accounting Pronouncements, page 13

 9. We note your disclosures here relating to SFAS 157, SFAS 159 and EITF 07-3.
Specifically, you state that “[you] do not expe ct the adoption of [the standard] to
materially impact [your] financial stat ements” (SFAS 157 and EITF 07-3) and
“[you] are currently assessing the possibl e impact of the adoption of this
statement, but [you do] not anticipate it to materially impact the financial
statements” (SFAS 159).  Since each of th ese standards was effective for you as
of January 1, 2008, please tell us and revise  the financial statements in future
filings to update these disclosures.  To  the extent the adoption had a material
impact, revise your accoun ting policy disclosures to disclose the new accounting
policy.  In addition, clarify if you have chosen to apply SFAS 159 to financial
instruments or certain other items at fair  value that were no t previously required
to be measured at fair value.
 10. Further to the above, please revise future  filings to disclose the impact that
recently issued accounting standards will ha ve on your financial statements when
adopted in a future period.  Refer to SAB Topic 11:M.
 Item 4T.  Controls and Procedures, page 17

 11. We note that your assessment of your disclosu re controls and procedures refers to
management’s assessment as of December 31, 2007.  Please revise this section to
provide management’s assessment of di sclosure controls and procedures as of the
end of the period covered by the report .  Refer to Item 307 of Regulation S-K.

Mr. Benjamin C. Croxton
World Energy Solutions, Inc.
September 16, 2008 Page 5
As appropriate, please amend your documents, and respond to these comments
within 10 calendar days.  Please furnish a c over letter that keys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.
You may contact Eric Atallah, Staff Accountant at (202) 551-3663 or me at (202)
551-3643 regarding comments on the financial stat ements and related matters.  In this
regard, do not hesitate to contact Martin Ja mes, Senior Assistant Chief Accountant, at
(202) 551-3671 with any other questions.

        S i n c e r e l y ,

          Kevin L. Vaughn
Accounting Branch Chief

CORRESP
1
filename1.htm

WES Letter to SEC

September 3, 2008

Mr. Kevin L. Vaughn,

Accounting Branch Chief

U.S. Security and Exchange Commission

100 F Street, N.E., Mail Stop 5546

Washington, DC 20549

Re:

World Energy Solutions, Inc.

Form 10-KSB for the year ended December 31, 2007

Form 10-QSB for the quarter ended March 31, 2008

File No. 0- 25097

Dear Mr. Vaughn:

This letter and its attachments are being submitted in response to the Securities and Exchange Commission (“SEC” or “Commission”) staff’s comment letter of July 22, 2008 (the “Letter”) directed to World Energy Solutions, Inc. (“WES” or the “Company”) regarding the referenced periodic filings.  We will respond to each of the Commission staff’s comments in the order in which they appear in the Letter.

Form 10-KSB for the year ended December 31, 2007

Item 8A.  Controls and Procedures, page 15

Comment:

1.

It does not appear that your management has completed its assessment of internal control over financial reporting as of December 31, 2007.  Since you were required to file or filed an annual report for the prior fiscal year, it appears you are required to report on your management’s assessment of internal control over financial reporting.

If your management has not yet completed its assessment we ask that you complete your valuation and amend your filing within 30 calendar days to provide the required management’s report on internal control over financial reporting.

3900A 31st Street North, Saint Petersburg, Florida 33714 727-525-5552  727-499-7413 Fax

Kevin L. Vaughn, Acct. Br. Chief

Re: World Energy Solutions

September 3, 2008

Page 2 of 22

Response:

Company management did previously complete its assessment of internal control over financial reporting regarding the period ended December 31, 2007.  The Company’s annual report on Form 10-KSB for the period ended December 31, 2007 inadvertently omitted reference to management’s report on its assessment of internal control over financial reporting.  Attached hereto as Appendix “A” is a draft of an abbreviated Form 10-KSB/A that contains the amendment of Item 8A Controls and Procedures.  We are providing the proposed amendment to the SEC in draft form to ensure we are including the proper Item 8A disclosures prior to filing with the SEC via the EDGAR system. A draft of the revised Exhibit 31 is included.

Comment:

2.

As a related matter, we note your disclosure “this report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934….”  Please revise your disclosures to clarify that this disclosure relates only to management’s report on internal control over financial reporting.  In this regard, please note that the information required by Item 307 of Regulation S-B must be filed, not furnished.

Response:

Attached hereto as Appendix “A” is a draft of an abbreviated Form 10-KSB/A that contains the amendment of Item 8A Controls and Procedures.  We have addressed the staff’s comment in the proposed amendment.  We are providing the proposed amendment to the SEC in draft form to ensure we are including the proper Item 8A disclosures prior to filing with the SEC via the EDGAR system.

Note 2 – Mergers and Acquisitions, page F-3

Comment:

3.

For each of the acquisitions (Pure Air Technologies, PATI and Hydrogen Safe Technologies, HSTI) tell us whether the transaction represents an acquisition of a business or an acquisition of assets.  Provide us with your analysis of the factors in EITF 98-3.

Response:

The Company considered EITF 98-3, “Determining Whether a Nonmonetary Transaction Involves Receipt of Productive Assets or of a Business”, and had previously disclosed its analysis of PATI in footnote 2 of the December 31, 2006 10-KSB, as filed with the Securities and Exchange on April 3, 2007.

The necessary elements as discussed in EITF 98-3 were evaluated.  We reviewed the inputs, processes and outputs, as described within the guidance and determined that although there were

Kevin L. Vaughn, Acct. Br. Chief

Re: World Energy Solutions

September 3, 2008

Page 3 of 22

inputs present (the intangible asset), there were no processes or outputs present.  Therefore, it was concluded that an asset rather than a business was acquired.

The Company performed the same analysis of EITF 98-3, at the time of the acquisition of HSTI which resulted in the conclusion that the agreement reflected an acquisition of assets rather than a business.

Comment:

To the extent that you determined that these transactions represent acquisitions of businesses, please tell us how you have complied with Item 310(c) and 310 (d) of Regulation S-B.  Provide us with your calculations of the significance of each of the acquisitions.

Response:

As noted above, after analysis of EITF 98-3 as it relates to the acquisition of PATI and HSTI, the Company concluded that the transactions represented acquisitions of assets and not businesses.  Disclosure related to the analysis of PATI had been previously provided in the Company’s December 31, 2006 10-KSB.  The company internally documented their analysis of EITF 98-3 for both PATI & HSTI at the time of the acquisitions.

Comment:

We note that each of these transactions were with UTEK Corporation.  You state on page 7 that UTEK is a major shareholder of World Energy.  Please tell us UTEK’s ownership percentage of World Energy as of the date of each of the PATI & HSTI acquisitions.

Response:

Prior to the date of the acquisition of PATI, UTEK Corporation (“UTEK”) had a total of 118,913 outstanding common shares of the Company.  Subsequent to the PATI acquisition, UTEK was issued a total of 100,000 shares of Series A Preferred stock.  The preferred shares were convertible after one year into a maximum total of 40,500,000 common shares and if converted as of the date of acquisition would have represented a maximum potential of approximately 59% of the total outstanding shares as of December 31, 2006.  The shares were converted during October 2007 into a total of 8,437,500 common shares.  On October 1, 2007, the Company issued a total of 7,500,000 common shares to UTEK for the acquisition of HSTI.  As of October 16, 2007 (the date of the issuance for the conversion of the Preferred PATI shares to common) and as of the year ended December 31, 2007, UTEK had a total of 16,119,672 common shares outstanding.  This amount represented approximately 36% of the total outstanding shares of the Company as of October 16, & December 31, 2007.

Comment:

Kevin L. Vaughn, Acct. Br. Chief

Re: World Energy Solutions

September 3, 2008

Page 4 of 22

Tell us why you classified the “impairment losses” relating to the intangible assets acquired in each of these transactions as non-operating expenses on your consolidated statement of operations.  Tell us how your presentation complies with paragraph 15 of SFAS 142 and paragraph 25 of SFAS 144.

Response:

The impairment loss recorded as of December 31, 2007 related to the impairment of intangible assets assigned to HSTI.  As a result of the Company’s analysis of EITF 98-3, it was determined that the acquisition was a purchase of assets rather than a business and therefore no goodwill was recognized on the transaction.  The excess in the purchase price over the actual assets acquired was assigned to the intangible asset.  The Company immediately analyzed this intangible asset for impairment and to determine a useful life and concluded that while it is fully anticipated that the technology acquired would result in sales in future periods, it currently could not be accurately assessed in what timeframe any future sales could occur.  The Company also recognized that since the technology is still developmental and had not yet been introduced into the general marketplace there was no way to assure that once the technology was available for the market that there would not be barriers to entry which could include, but not be limited to, similar technology entering the market prior to the Company; other companies being able to offer the technology at a substantially reduced price; and the possibility of the Company not having sufficient funds to complete development of the technology.  Through this assessment it was determined that the intangible asset value could not be supported.

Our consideration of SFAS 142, paragraph 15, was included within our assessment and analysis of the intangible asset’s fair value and the resulting impairment.  We determined that the asset should immediately be tested for recoverability to assess if the carrying value was recoverable.  The Company could not estimate any future cash flows based on the current available information due to the considerations explained above.

Since the intangible asset was immediately determined to be impaired, the Company considered SFAS 144, paragraph 25, which states: “An impairment loss recognized for a long lived asset (asset group) to be held and used shall be included in income from continuing operations before income taxes in the income statement of a business enterprise and in income from continuing operations in the statement of activities of a not for profit organization.  If a subtotal such as “income from operations” is presented, it shall include the amount of that loss.”

The Company agrees that if a long lived intangible asset is to be held and used in operations, the impairment should be classified within income from continuing operations before income taxes.  The HSTI intangible asset was never held nor used in operations of the company and hence the Company felt that classification of the impairment within income from operations before income taxes would not accurately reflect the actual nature of the transaction.  The assessment of the intangible was made immediately upon acquisition. The Company believes that the classification of the impairment in non-operating expenses provides the users of the financial statements a

Kevin L. Vaughn, Acct. Br. Chief

Re: World Energy Solutions

September 3, 2008

Page 5 of 22

more accurate and timely view of the transaction as it relates to the Company’s continuing operations.

Note 8, Related Party Transactions, page F-14

Comment:

4.

We note your disclosures here regarding the note payable to a related party and office lease with a related party.  Please revise future filings to clearly disclose the nature of the relationship.  Refer to paragraph 2 (a) of SFAS 57.

Response:

We respectfully acknowledge the Commission staff’s comment and in our future filings will include additional disclosures related to related party transactions as per the guidance of SFAS 57, paragraph 2.

Comment:

5.

Further to the above, we note your disclosure on page 7 that UTEK is a major shareholder of World Energy.  Please revise this note in future filings to provide the disclosures required by paragraph 2 of SFAS 57, or otherwise tell us why you do not believe they are required.

Response:

We respectfully acknowledge the Commission staff’s comment regarding our reference to UTEK and in our future filings will include additional disclosures regarding UTEK as per the guidance of SFAS 57, paragraph 2.

Comment:

Exhibit 31

6.

We note that the certification filed as Exhibit 31 does not include the language required by paragraph 4(b) of Item 601(b)(31) of Regulation S-B.  The required certifications must be in the exact form prescribed; the wording of the required certifications may not be changed in any respect.  Accordingly, please file an amendment to your Form 10-KSB that includes the entire filing together with the certifications of each of your current CEO and CFO in the form currently set forth in Item 601(b)(31) of Regulation S-B. Please note this comment also applies to your Form 10-QSB as of March 31, 2008.

Response:

Kevin L. Vaughn, Acct. Br. Chief

Re: World Energy Solutions

September 3, 2008

Page 6 of 22

We respectfully acknowledge the Commission staff’s comment and have modified Exhibit 31 to include the language required by paragraph 4(b) of Item 601(b)(31) of Regulation S-B.  Pursuant to the staff’s request, we will file an abbreviated Form 10-KSB/A for the period ending December 31, 2007 and an abbreviated Form 10-QSB/A for the period ending March 31, 2008 and will include the modified Exhibits 31 with such filings.  Attached for the staff’s review and consideration as Appendix “B” to this letter is a draft of the proposed abbreviated Form 10-QSB/A which contains a revised disclosure regarding internal controls over financial reporting.  A revised Exhibit 31 is included in Appendix “B” attached hereto.

Form 10-QSB for the quarter ended March 31, 2008

General

Comment:

7.

We note that your most recent quarterly report for the period ending March 31, 2008 was on Form 10-QSB and not Form 10-Q.  Beginning February 4, 2008, companies formally classified as “small business issuers” under Regulation S-B must file their quarterly reports on Form 10-Q after they have filed an annual report for the fiscal year ending after December 15, 2007.  Although small business issuers are now required to file on form 10-Q, the disclosure requirements for that form are now tailored for smaller companies.

Although we are not asking you to correct your most recent filing just to reflect the proper form type, we ask that you review your filing requirements and consider whether any action is necessary if your most recently filed quarterly report does not contain all required material information.  In any event, you should file your next quarterly report on form 10-Q.

Response:

We respectfully acknowledge the Commission staff’s comment and will file our next quarterly report on form 10-Q.  We have determined that except for information relating to the staff’s comment on Item 8A, all of the required material information was included in the Form 10-QSB as filed.  Pursuant to comment 6. above, we intend to file an abbreviated Form 10-QSB/A for the period ending March 31, 2008 to address the Commission staff’s comment regarding internal controls over financial reporting.  We also intend to file an amended Form 10-Q/A for the period ending June 30, 2008 to address the same issue regarding internal controls over financial reporting.

Statement of Operations, page 5

Comment:

Kevin L. Vaughn, Acct. Br. Chief

Re: World Energy Solutions

September 3, 2008

Page 7 of 22

8.

We note that you classified research and development costs of $110,575 and $88,129 for the quarters ended March 31, 2008 and 2007, respectively, as non-operating expenses.  Please describe the nature of these expenses and tell us why you believe they are properly classified as non-operating expenses.

Response:

We acknowledge that the classification of our research and development expenses as of March 31, 2008 and 2007 should have been reflected as operating expenses.  We will revise our future filings to correctly reflect this classification and will provide disclosure as to the reclassification of the expense from the comparable prior periods.

The Company acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosures in the filing;

·

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.

On behalf of the Company and its management, we thank you for the opportunity to respond to the Commission staff’s comments and we are committed to working with the Commission staff to ensure compliance with federal securities laws.  If you have any questions regarding our responses to the Commission staff’s comment letter, please do not hesitate to contact me.

Sincerely,

WORLD ENERGY SOLUTIONS, INC.

/s/:  Benjamin C. Croxton

B

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

       DIVISION OF
CORPORATION FINANCE

   Mail Stop 6010
July 22, 2008

Mr. Benjamin C. Croxton
Chief Executive Officer World Energy Solutions, Inc.
3900A 31
st Street North
St. Petersburg, Florida 33714

  RE:  World Energy Solutions, Inc.
   Form 10-KSB for the year ended December 31, 2007    Form 10-QSB for the quarter ended March 31, 2008    File No. 0-25097

Dear Mr. Croxton:
We have reviewed your filings  and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your docum ents.  Where indicated, we
think you should revise your docum ents 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 expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this inform ation, 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.

Mr. Benjamin C. Croxton
World Energy Solutions, Inc.
July 22, 2008
Page 2  Form 10-KSB for the year ended December 31, 2007

Item 8A. Controls and Procedures, page 15

1. It does not appear that your manage ment has completed its assessment of internal
control over financial reporting  as of December 31, 2007.  Since you were
required to file or filed an annual report for the prior fiscal year, it appears you are
required to report on your management’s assessment of intern al control over
financial reporting.

If your management has not yet comple ted its assessment, we ask that you
complete your evaluation and amend your filing within 30 calendar days to provide the required management's repor t on internal control over financial
reporting.
   In completing your evaluation, you may find the following documents helpful:
ƒ the Commission’s release Amendments to Rules Regarding Management’s
Report on Internal Control Over Financial Reporting  (Securities Act Release
8809/Financial Reporting Release 76).  You can find this release at:
http://www.sec.gov/rules/final/2007/33-8809.pdf ;

ƒ the Commission’s release Commission Guidance Regarding Management’s
Report on Internal Control Over Financ ial Reporting Under Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (Securities Act Release
8010/Financial Reporting Release 77).  You can find this release at:
http://sec.gov/rules/interp/2007/33-8810.pdf ; and

ƒ the “Sarbanes-Oxley Section 404 – A Guid e for Small Business” brochure at:
(http://www.sec.gov/info/smallbus/404guide.shtml ).

In this regard, please note that in addition to providi ng your assessment of internal
control over financial reporting, you s hould also continue to provide your
assessment of your disclosure controls and procedures as of the end of the fiscal
year covered by the report.    Please note that the failure to complete management’s assessment adversely affects the company’s and its shareholders ability to avail themselves of rules and
forms that are predicated on the current or  timely filing of Exchange Act reports.
For further information regarding these impacts, please see Compliance and Disclosure Interpretation 115.02, which you can find at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm
.

Mr. Benjamin C. Croxton
World Energy Solutions, Inc.
July 22, 2008
Page 3  2. As a related matter, we note your disclosure  “this report shall not be deemed to be
filed for purposes of Section 18 of th e Securities Exchange Act of 1934…”
Please revise your disclosure s to clarify that this di sclosure relates only to
management’s report on internal control over financial reporting.  In this regard,
please note that the information require d by Item 307 of Regulation S-B must be
filed, not furnished.
  Note 2 – Mergers and Acquisitions, page F-3

 3. We see that you acquired that you acquired all of the outstanding stock of Pure
Air Technologies (“PATI”) and Hydrogen Safe Technologies, Inc. (“HSTI”) from UTEK Corporation.  Please address the following:

ƒ For each of the acquisitions, tell us whether the transaction represents an
acquisition of a business or  an acquisition of assets.  Provide us with your
analysis of the f actors in EITF 98-3.

ƒ To the extent that you determined that these transactions represent
acquisitions of businesses, please tell  us how you have complied with Item
310(c) and 310(d) of Regulation S-B.  Pr ovide us with your calculations of the
significance of each of the acquisitions.

ƒ We note that each of these transactions  were with UTEK Corporation.  You
state on page 7 that UTEK is a major shareholder of World Energy.  Please
tell us UTEK’s ownership percentage of  World Energy as of the date of each
of the PATI and HSTI acquisitions.

ƒ Tell us why you classified the “impairm ent losses” relating to the intangible
assets acquired in each of these transactions as non-operating expenses on your consolidated statement of operations.  Tell us how your presentation complies with paragraph 15 of SFAS 142 and paragraph 25 of SFAS 144.

Note 8.  Related Party Transactions, page F-14

4. We note your disclosures here regarding the note payable to a related party and
the office lease with a related party.  Please revise future filings to clearly disclose
the nature of the relationship.  Refer to paragraph 2(a) of SFAS 57.
 5. Further to the above, we note your disclo sure on page 7 that UTEK is a major
shareholder of World Energy.  Please revise this note in future filings to provide
the disclosures required by paragraph 2 of SFAS 57, or otherwise tell us why you
do not believe they are required.

Mr. Benjamin C. Croxton
World Energy Solutions, Inc.
July 22, 2008
Page 4
Exhibit 31

6. We note that the certification filed as Exhibit 31 does not include the language
required by paragraph 4(b) of Item 601(b)(31) of Regulation S-B.  The required certifications must be in the exact form prescribed; the wording of the required
certifications may not be changed in any respect. Accordingly, please file an
amendment to your Form 10-KSB that include s the entire filing together with the
certifications of each of your current CEO and CFO in the form currently set forth in Item 601(b)(31) of Regulation S-B.  Pl ease note this comment also applies to
your Form 10-QSB as of March 31, 2008.
 Form 10-QSB for the quarter ended March 31, 2008

 General

 7. We note that your most recent quarterly  report for the period ending March 31,
2008 was on Form 10-QSB and not Form  10-Q.  Beginning February 4, 2008,
companies formerly classified as “small business issuers” under Regulation S-B must file their quarterly reports on Form 10-Q after they have filed an annual report for a fiscal year ending after December 15, 2007. Although small business issuers are now required to file on Form 10- Q, the disclosure requirements for that
form are now tailored for smaller companies.   Although we are not asking you to correct your  most recent filing just to reflect
the proper form type, we ask that you review your filing requirements and
consider whether any action is necessary  if your most recently filed quarterly
report does not contain all required materi al information. In any event, you should
file your next quarterly report on Form 10-Q.

Information about recent changes to rule s affecting small business issuer form
types and disclosure and filing requiremen ts is available on the SEC website at
http://www.sec.gov/info/smallbus/secg/smrepcosysguid.pdf .

Statement of Operations, page 5

8. We note that you classified research  and development costs of $110,575 and
$88,129 for the quarters ended March 31, 2008 and 2007, respectively, as non-
operating expenses.  Please describe the na ture of these expenses and tell us why
you believe they are properly classi fied as non-operating expenses.

Mr. Benjamin C. Croxton
World Energy Solutions, Inc.
July 22, 2008 Page 5
As appropriate, please amend your Form  10-KSB and Form 10-QSB, and respond
to these comments within 30 calendar days.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your 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 under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed decision.  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.     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 the
filing;
 ‚ 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities 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.
You may contact Eric Atallah, Staff Accountant at (202) 551-3663 or me at (202)
551-3643 regarding comments on the financial stat ements and related matters.  In this
regard, do not hesitate to contact, Martin James, Senior Assistant Chief Accountant at (202) 551-3671 with any other questions.

        S i n c e r e l y ,

          Kevin L. Vaughn
Accounting Branch Chief

October 7, 2005

Mail Stop 4561

Benjamin C. Croxton
Chief Executive Officer
Advanced 3-D Ultrasound Services, Inc.
3900 31st Street North
St. Petersburg, Florida 33714

Re: Advanced 3-D Ultrasound Services, Inc.
Preliminary Proxy Materials on Schedule 14A
Registration No. 0-25097
Filed on September 27, 2005

Dear Mr. Croxton:

This is to advise you that we have lim ited our review of the Preliminary Proxy
Materials on Schedule 14A noted above and have the following comments:

1. Please revise to include disclosure with respect to audit fees as required by Item
9(e) of Schedule 14A.
2. Please revise both your Ownership of Securities Table and your Summary
Compensation Table for clarity. We note, for example, that with respect to the
Security Ownership Table the percentage of securities owned by all officers and
directors as a group appears to exceed  54.38%. Likewise, with respect to the
Summary Compensation Table, clarificati on is required to ad dress why there are
two chief executive officers, presidents, and secretary-treasurers included. Please
refer to Items 402 and 403 of Regulation S-B.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing(s) to be certain that  they have provided all information investors
require for an informed decision.  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.  Additionally, the registrant
should provide written acknowle dgement of the following:
• The adequacy and accuracy of the disclosu re in the filing is the responsibility
of the registrant.

Advanced 3-D Ultrasound Services, Inc.
Page 2

• The registrant acknowledges that staff comment or changes in response to
staff comment in the proposed disclosu re in the preliminary proxy materials
do not foreclose the Commission from taking any action with respect to the
filing.
• The registrant also represents that st aff comment may not be asserted 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 Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

All persons who are by statute responsible for the adequacy and accuracy of the
information statement are urged to be certain that all information required pursuant to the
Securities Exchange Act of  1934 has b een included.

If you have any questions, please call Pa ul Fischer at (202) 551-3415 or the
undersigned at (202) 551-3694.

Sincerely,

Owen Pinkerton
Senior Counsel

Cc:  Clifford Hunt, Esq.
        By facsimile, 727-894-8002