SecProbe.io

CORRESP
 1
 filename1.htm

 March 31, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-1004

 Re: VivoSim Labs, Inc.

 Registration Statement on Form S-1, as amended

 File No. 333-294716

 Ladies and Gentlemen:

 As the placement agent of
the proposed offering of VivoSim Labs, Inc. (the "Company"), we hereby join the
Company's request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:00 p.m., Eastern
Time, on Tuesday, March 31, 2026, or as soon thereafter as is practicable.

 Pursuant to Rule 460 of
the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, we
wish to advise you that, through March 31, 2026, we distributed to each dealer, who is reasonably anticipated to be invited to
participate in the distribution of the security, as many copies, as well as "E-red" copies of the Preliminary Prospectus
dated March 31, 2026, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advise that
they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 Joseph Gunnar & Co., LLC

 By:
 / s/ Stephan A. Stein

 Name:
 Stephan A. Stein

 Title:
 President

CORRESP
 1
 filename1.htm

 VivoSim Labs, Inc.
11555 Sorrento Valley Road, Suite 100

 San Diego, CA 92121

 March 31, 2026

 VIA EDGAR

 Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549-0406

 Attention: Tim Buchmiller

 Re: VivoSim Labs, Inc.

 Registration Statement on Form S-1, as
amended

 Initially Filed on March 27, 2026

 Registration No. 333-294716

 Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, VivoSim Labs, Inc. (the " Company ") hereby respectfully requests
that the effectiveness of the Registration Statement on Form S-1 (Registration No. 333-294716) of the Company, filed with the Securities
and Exchange Commission on March 27, 2026 and amended on March 31, 2026 (the " Registration Statement "), be accelerated
so that the Registration Statement shall become effective at 4:00 p.m. (Eastern Time) on March 31, 2026, or as soon as possible thereafter.

 The Company hereby confirms
that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
as they relate to the proposed offering of the securities specified in the Registration Statement.

 It would be appreciated if,
promptly after the Registration Statement has become effective, you would so inform our outside counsel, Samantha Eldredge of Paul Hastings
LLP, by telephone at (650) 320-1838 or by email at samanthaeldredge@paulhastings.com. The Company hereby authorizes Ms. Eldredge to orally
modify or withdraw this request for acceleration.

 Sincerely,

 VIVOSIM LABS, INC.

 By:
 /s/ Keith Murphy

 Name:
 Keith Murphy

 Title:
 Executive Chairman

 cc: Samantha H. Eldredge, Esq. (Paul Hastings LLP)

CORRESP
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 VivoSim Labs, Inc.
11555 Sorrento Valley Road, Suite 100

 San Diego, CA 92121

 March 30, 2026

 VIA EDGAR

 Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549-0406

 Attention: Tim Buchmiller

 Re: VivoSim Labs, Inc.

 Registration Statement on Form S-1

 Initially Filed on March 27, 2026

 Registration No. 333-294716

 Ladies and Gentlemen:

 Reference is made to our
letter, filed as correspondence via EDGAR on March 27, 2026, in which we requested acceleration of the effective date of the
Registration Statement on Form S-1 (Registration No. 333-294716) of VivoSim Labs, Inc., filed with the Securities and Exchange
Commission on March 27, 2026 (the " Registration Statement "), for 5:00 p.m. (Eastern Time) on March 30,
2026, or as soon as possible thereafter pursuant to Rule 461 under the Securities Act of 1933, as amended. We are no longer
requesting that such Registration Statement be declared effective at such time, and we hereby formally withdraw our request for
acceleration of the effective date of March 30, 2026. Please contact our outside counsel, Samantha Eldredge of Paul Hastings LLP, by
telephone at (650) 320-1838 or by email at samanthaeldredge@paulhastings.com if you have any questions regarding this matter.

 Sincerely,

 VIVOSIM LABS, INC.

 By:
 /s/ Keith Murphy

 Name:
 Keith Murphy

 Title:
 Executive Chairman

 cc: Samantha H. Eldredge, Esq. (Paul Hastings LLP)

CORRESP
 1
 filename1.htm

 March 30, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-1004

 Re: VivoSim Labs, Inc.

 Registration Statement on Form S-1

 File No. 333-294716

 Ladies and Gentlemen:

 Reference is made to our letter,
filed as correspondence on March 27, 2026, where we as the placement agent of the proposed offering of VivoSim
Labs, Inc. (the "Company"), joined the Company's request for acceleration of the above-referenced Registration
Statement, requesting effectiveness for 5:00 p.m., Eastern Time, on Monday, March 30, 2026, or as soon thereafter as is practicable. The
Company is no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our
request for acceleration of the effective date.

 Very truly yours,

 Joseph Gunnar & Co., LLC

 By:
 /s/ Stephan A. Stein

 Name: Stephan A. Stein
 Title: President

CORRESP
 1
 filename1.htm

 March 27, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-1004

 Re:
 VivoSim Labs, Inc.

 Registration Statement on Form S-1

 File No. 333-294716

 Ladies and Gentlemen:

 As the placement agent of the
proposed offering of VivoSim Labs, Inc. (the "Company"), we hereby join the Company's
request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 5:00 p.m., Eastern Time, on Monday,
March 30, 2026, or as soon thereafter as is practicable.

 Pursuant to Rule 460 of the General
Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, we wish to advise you
that, through March 29, 2026, we distributed to each dealer, who is reasonably anticipated to be invited to participate in the distribution
of the security, as many copies, as well as "E-red" copies of the Preliminary Prospectus dated March 27, 2026, as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advise that they
have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 Joseph Gunnar & Co., LLC

 By:
 /s/ Stephan A. Stein

 Name: Stephan A. Stein
Title: President

CORRESP
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 filename1.htm

 VivoSim Labs, Inc.
11555 Sorrento Valley Road, Suite 100

 San Diego, CA 92121

 March 27, 2026

 VIA EDGAR

 Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549-0406

 Attention: Tim Buchmiller

 Re:
 Organovo Holdings, Inc.

 Registration Statement on Form S-1

 Initially Filed on March 27, 2026

 Registration No. 333-294716

 Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Organovo Holdings, Inc. (the " Company ") hereby respectfully requests
that the effectiveness of the Registration Statement on Form S-1 (Registration No. 333-294716) of the Company, filed with the Securities
and Exchange Commission on March 27, 2026 (the " Registration Statement "), be accelerated so that the Registration
Statement shall become effective at 5:00 p.m. (Eastern Time) on March 30, 2026, or as soon as possible thereafter.

 The Company hereby confirms
that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
as they relate to the proposed offering of the securities specified in the Registration Statement.

 It would be appreciated
if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Samantha Eldredge of Paul
Hastings LLP, by telephone at (650) 320-1838 or by email at samanthaeldredge@paulhastings.com. The Company hereby authorizes Ms. Eldredge
to orally modify or withdraw this request for acceleration.

 Sincerely,

 VIVOSIM LABS, INC.

 By:
 /s/ Keith Murphy

 Name: Keith Murphy

 Title: Executive Chairman

 cc:
 Samantha H. Eldredge, Esq. (Paul Hastings LLP)

March 13, 2026
Keith Murphy
Executive Chairman
VivoSim Labs, Inc.
11555 Sorrento Valley Road, Suite 100
San Diego, CA 92121
Re:VivoSim Labs, Inc.
Draft Registration Statement on Form S-1
Submitted March 9, 2026
CIK No. 0001497253
Dear Keith Murphy:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and non-public draft
submission on EDGAR at least two business days prior to the requested effective date and time.
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 Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Samantha H. Eldredge, Esq.

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CORRESP

 JonesTrading Institutional Services LLC

325 Hudson Street, 6th Floor

New York, New York 1001

 May 3, 2024

Via EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Washington, D.C. 20549

 Attention: Doris Stacey Gama

RE:
 Organovo Holdings, Inc.

Registration Statement on Form S-1

File No. 333-278668

Request for Acceleration

 Ladies
and Gentlemen:

 JonesTrading Institutional Services LLC (“JonesTrading”), solely acting as placement agent on a best
efforts basis in an offering pursuant to the registration statement on Form S-1 (File No. 333-278668) (the “Registration Statement”), hereby
concurs in the request by Organovo Holdings, Inc. that the effective date of the above-referenced registration statement be accelerated to 5:00 P.M. (Eastern Time), or as soon as practicable thereafter, on May 7, 2024, pursuant to Rule
461 under the Securities Act. JonesTrading affirms that it is aware of its obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

[Signature Page Follows]

Very truly yours,

JONESTRADING INSTITUTIONAL SERVICES LLC

By:

 /s/ Burke Cook

Name:

Burke Cook

Title:

General Counsel & Secretary

 cc: Burke Cook, General Counsel at JonesTrading Institutional Services LLC and Dean M. Colucci, Duane Morris LLP

[Signature Page to Acceleration Request]

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CORRESP

 Organovo Holdings, Inc.

11555 Sorrento Valley Road, Suite 100

San Diego, CA 92121

 May 3, 2024

VIA EDGAR

 Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549-0406

Re:
 Organovo Holdings, Inc.

Registration Statement on Form S-1, as amended

Initially Filed on April 12, 2024

Registration No. 333-278668

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Organovo Holdings, Inc. (the
“Company”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1 (Registration No. 333-278668)
of the Company, filed with the Securities and Exchange Commission on April 12, 2024 and amended on April 30, 2024 (as amended, the “Registration Statement”), be accelerated so that the Registration Statement shall
become effective at 5:00 p.m. (Eastern Time) on May 7, 2024, or as soon as possible thereafter.

 The Company hereby
confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement.

 It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our
outside counsel, Samantha Eldredge of Paul Hastings LLP, by telephone at (650) 320-1838 or by email at samanthaeldredge@paulhastings.com. The Company hereby authorizes Ms. Eldredge to orally modify or
withdraw this request for acceleration. 

 Sincerely,

ORGANOVO HOLDINGS, INC.

 By:

 /s/ Keith Murphy

 Name:

 Keith Murphy

 Title:

 Executive Chairman

 cc: Samantha H. Eldredge, Esq. (Paul Hastings LLP)

United States securities and exchange commission logo
April 17, 2024
Keith Murphy
Executive Chairman
Organovo Holdings, Inc.
11555 Sorrento Valley Road, Suite 100
San Diego, CA 92121
Re:Organovo Holdings, Inc.
Registration Statement on Form S-1
Filed April 12, 2024
File No. 333-278668
Dear Keith Murphy:
            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 Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Samantha Eldredge, Esq.

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CORRESP

 Organovo Holdings, Inc.

Sorrento Valley Road, Suite 100

San Diego, California 92121

 February 6,
2024

 VIA EDGAR

 Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549-0406

Re:
 Organovo Holdings, Inc.

Registration Statement on Form S-3, Filed January 26, 2024

File No. 333-276722

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Organovo Holdings, Inc. (the “Company”) hereby requests that the effectiveness of the Registration Statement on Form S-3 (Registration No. 333-276722) of the Company (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on January 26, 2024, be
accelerated so that such Registration Statement shall become effective at 4:30 p.m. (Eastern Time) on February 8, 2024, or as soon as possible thereafter.

It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Samantha
H. Eldredge of Paul Hastings LLP, by telephone at (650) 320-1838 or by email at samanthaeldredge@paulhastings.com. The Company hereby authorizes Ms. Eldredge to orally modify or withdraw this request for
acceleration.

 Sincerely,

ORGANOVO HOLDINGS, INC.

By:

 /s/ Keith Murphy

Keith Murphy

Executive Chairman

cc:
 Samantha H. Eldredge, Esq., Paul Hastings LLP

United States securities and exchange commission logo
February 2, 2024
Keith Murphy
Executive Chairman
Organovo Holdings, Inc.
11555 Sorrento Valley Road, Suite 100
San Diego, CA 92121
Re:Organovo Holdings, Inc.
Registration Statement on Form S-3
Filed January 26, 2024
File No. 333-276722
Dear Keith Murphy:
            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 Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Samantha Eldredge, Esq.

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CORRESP

 Organovo Holdings, Inc.

440 Stevens Avenue, Suite 200

Solana Beach, California 92075

 January 27,
2021

 VIA EDGAR

 Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549-0406

Re:
 Organovo Holdings, Inc.

Registration Statement on Form S-3, Filed January 19, 2021

File No. 333-252224

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Organovo Holdings, Inc. (the “Company”) hereby requests that the effectiveness of the Registration Statement on Form S-3 (Registration No. 333-252224) of the Company (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on January 19, 2021, be
accelerated so that such Registration Statement shall become effective at 4:30 p.m. (Eastern Time) on January 29, 2021, or as soon as possible thereafter. As of the date above, there is no managing or principal underwriter for any of the
Company’s securities that may be offered pursuant to the Registration Statement. Future managing or principal underwriters, if any, will be identified in a prospectus supplement to the Registration Statement at the time of offering.

The Company hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement.

 It would be
appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Jeffrey T. Hartlin of Paul Hastings LLP, by telephone at (650) 320-1804 or by email at
jeffhartlin@paulhastings.com. The Company hereby authorizes Mr. Hartlin to orally modify or withdraw this request for acceleration.

Sincerely,

ORGANOVO HOLDINGS, INC.

By:

/s/ Keith Murphy

Keith Murphy

Executive Chairman

cc:
 Tom Jurgensen, General Counsel

Chris Heberlig, President & Chief Financial Officer

Jeffrey T. Hartlin, Paul Hastings LLP

United States securities and exchange commission logo
January 22, 2021
Keith Murphy
Executive Chairman
Organovo Holdings, Inc.
440 Stevens Ave, Suite 200
Solana Beach, CA 92075
Re:Organovo Holdings, Inc.
Registration Statement on Form S-3
Filed January 19, 2021
File No. 333-252224
Dear Mr. Murphy:
            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 Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey T. Hartlin, Esq.

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CORRESP

 ORGANOVO HOLDINGS, INC.

February 20, 2020

 VIA EDGAR

Division of Corporation Finance

 United States Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 Acceleration Request of Organovo Holdings, Inc.

Registration Statement on Form S-4, as amended

Filed on December 23, 2019 (File No. 333-235683)

Ladies and Gentlemen:

 In accordance with
Rule 461 promulgated under the Securities Act of 1933, as amended, Organovo Holdings, Inc. (the “Company”) hereby requests acceleration of the effective date of the Registration Statement on
Form S-4 (File No. 333-235683), as amended (the “Registration Statement”), so that it may become effective at 9:00 a.m. Eastern Time on
February 24, 2020, or as soon as possible thereafter.

 The Company hereby authorizes Jeff Thacker, Esq. of Gunderson Dettmer
Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

The Company respectfully requests that it be notified of such effectiveness by a telephone call to Attorney Thacker at (858) 436-8064 and that such effectiveness also be confirmed in writing. Any questions regarding this request may be addressed to Attorney Thacker.

Very truly yours,

ORGANOVO HOLDINGS, INC.

 /s/ Taylor Crouch

Taylor Crouch

President and Chief Executive Officer

cc:
 Craig Kussman

 Jennifer Bush

 Organovo Holdings, Inc.

Jeffrey C. Thacker

 Jeffrey R.
Vetter

 Ryan J. Gunderson

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

Andrew J. Fromkin

Tarveda Therapeutics, Inc.

Miguel J. Vega

 Marianne C.
Sarrazin

 Cooley LLP

CORRESP
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CORRESP

 February 13, 2020

 VIA
EDGAR AND OVERNIGHT COURIER

 Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

Attention:
 Ada D. Sarmento

 Mary Beth Breslin

Re:
 Organovo Holdings, Inc.

 Amendment No. 1 to Registration Statement on Form S-4

 Filed January 29, 2020

 File No. 333-235683

Dear Mses. Sarmento and Breslin:

On behalf of Organovo Holdings, Inc. (the “Company” or “Organovo”), we submit this letter in response to
comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated February 7, 2020 relating to the Company’s above-referenced Amendment No. 1 to
Registration Statement on Form S-4 (the “Form S-4/A”).

On behalf of the Company, we are also submitting via EDGAR a revised Form S-4/A (the
“Revised Form S-4/A”), and for the convenience of the Staff, we are providing to the Staff by courier copies of this letter and marked copies of the Revised Form
S-4/A against the Form S-4/A.

 In this
letter, we have recited the written comments from the Staff in italicized, bold type and have followed each comment with the Company’s response.

Amendment No. 1 to Form S-4

Background of the Merger, page 96

1.        We note your revised disclosure in response to our prior comment 4.
Please disclose how the Organovo special committee considered the fact that Tarveda will still require substantial

 February 13, 2020

 Page
 2

additional funding to finance its operations. For example, in this regard, it appears this was a consideration in evaluating the proposal from Company L described on pages 111-12.

 RESPONSE TO COMMENT 1:

We acknowledge the Staff’s comment and have revised the disclosure as requested on pages 109 and 110 of the Revised Form S-4/A to disclose how the Organovo special committee considered the fact that Tarveda will still require substantial additional funding to finance its operations.

Tarveda’s Product Pipeline, page 200

2.        We note your response to our prior comment 9. We believe that
it is premature to include the two discovery stage programs in your pipeline table, particularly where there is minimal discussion of these programs in your disclosure. Please remove these programs from the table. We do not object to a discussion of
each program below the table.

 RESPONSE TO COMMENT 2:

We acknowledge the Staff’s comment and have revised the disclosure as requested on page 199 of the Revised Form S-4/A to remove these programs from the pipeline table.

3.        Please revise the pipeline table to reflect that you have yet
to complete the Phase 1 portion of your Phase 1/2a trial for PEN-866 by shortening the line accordingly.

RESPONSE TO COMMENT 3:

We acknowledge the Staff’s comment and have revised the pipeline table on page 199 of the Revised Form S-4/A to shorten the line for the Phase 1/2a trial for PEN-866.

Madrigal Pharmaceuticals, Inc. License Agreement, page 204

4.        We note your disclosure that the royalties are payable, on a product
by product and country by country basis, until the latest to occur of expiration of the last to expire valid claim covering such product in such country or expiration of regulatory exclusivity for such product in such country. Please revise your
description of this agreement to clarify when the royalty term ends.

 RESPONSE TO COMMENT 4:

We respectfully acknowledge the Staff’s comment and supplementally advise the Staff that, consistent with the disclosures
beginning on page 204 of the Revised Form S-4/A, the royalty term is a function of (a) patent protection in a particular country and (b) regulatory exclusivity in such country. Accordingly, until
such time Tarveda has an approved product in a particular country, it cannot with any certainty know when regulatory exclusivity will expire, or if such exclusivity will be later than the expiration of valid claims under the patents licensed from
Madrigal. While we have revised the disclosure on pages 204 of the Revised Form S-4/A to add additional language regarding the patent protection (including the meaning of “valid claim”) and
Tarveda’s current expectations of

 February 13, 2020

 Page
 3

the minimum duration of such royalty term based on current valid claims in specific jurisdictions to address the Staff’s comment regarding the end of the royalty term, we respectfully advise
the Staff that Tarveda cannot, at this time, state with any certainty when the royalty term, if any, would end.

 Unaudited Pro Forma
Combined Financial Statements

 Note 4. Adjustments to Unaudited Pro Forma Combined Balance Sheet as of
September 30, 2019, page 270

 5.        We note your
response to our prior comment 14. Please tell us how you reflect the issuance of Organovo common shares to effect the reverse merger in the pro forma balance sheet. In this regard, pro forma adjustment F appears to reflect the conversion of
Tarveda’s outstanding preferred stock into common stock, but it is not clear whether this adjustment also reflects the exchange of outstanding Tarveda common stock into Organovo common stock based on the exchange ratio set forth in the Merger
Agreement.

 RESPONSE TO COMMENT 5:

In response to the Staff’s comment, we have revised the unaudited pro forma balance sheet and related disclosure on pages
267 and 268, footnote 4, of the Revised Form S-4/A to reflect the exchange of outstanding Tarveda common stock into Organovo common stock based on the preliminary, assumed exchange ratio, calculated as
described in the notes to the unaudited pro forma combined financial statements using the exchange ratio formula set forth in the Merger Agreement.

6.        As a related matter, pro forma adjustment F also includes the
elimination of historical Organovo equity. Please reconcile for us the adjustment to remove $273.2 million in APIC to Organovo’s historical APIC balance of $304.3 million as of September 30, 2019.

RESPONSE TO COMMENT 6:

We acknowledge the Staff’s comment and supplementally advise the Staff that we have updated the pro forma financial
statements to the most recent balance sheet date, December 31, 2019. In addition, we have revised the disclosure table for pro forma adjustment E on pages 267 and 268, footnote 4, of the Revised Form
S-4/A to clearly present the components of the adjustments to APIC. In the Revised Form S-4/A, the elimination of Organovo’s historical APIC balance is offset by
the effect of the reverse recapitalization on APIC. In the Revised Form S-4/A’s unaudited pro forma combined financial statements, we have presented separately the a) elimination of Organovo’s
historical APIC balance of $304.3 million and b) the effect of the reverse recapitalization on APIC of $28.8 million, which is the net carrying value of Organovo as of December 31, 2019 less $0.1 million recorded for the par
value of Organovo common stock.

 [Remainder of page intentionally left blank.]

 February 13, 2020

 Page
 4

 * * * * *

Please do not hesitate to contact Jeff Thacker at (858) 436-8064 or
jthacker@gunder.com, if you have any questions or would like additional information regarding this matter.

 Very truly yours,

GUNDERSON DETTMER STOUGH

 VILLENEUVE FRANKLIN &
HACHIGIAN, LLP

By:

 /s/ Jeffrey C. Thacker

Jeffrey C. Thacker

cc:
 Craig Kussman

 Taylor Crouch

 Jennifer Bush

 Organovo Holdings, Inc.

 Jeffrey R. Vetter

 Ryan J. Gunderson

 Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

 Andrew J. Fromkin

 Tarveda Therapeutics, Inc.

 Miguel J. Vega

 Marianne C. Sarrazin

 Cooley LLP

February 7, 2020
Craig Kussman
Chief Financial Officer
Organovo Holdings, Inc.
440 Stevens Avenue, Suite 200
Solana Beach, California 92075
Re:Organovo Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed January 29, 2020
File No. 333-235683
Dear Mr. Kussman:
            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 January 19, 2020 letter.
Amendment No. 1 to Form S-4
Background of the Merger, page 96
1.We note your revised disclosure in response to our prior comment 4.  Please disclose how
the Organovo special committee considered the fact that Tarveda will still require
substantial additional funding to finance its operations. For example, in this regard, it
appears this was a consideration in evaluating the proposal from Company L described on
pages 111-12.
Tarveda's Product Pipeline, page 200
2.We note your response to our prior comment 9.  We believe that it is premature to include
the two discovery stage programs in your pipeline table, particularly where there is

 FirstName LastNameCraig Kussman
 Comapany NameOrganovo Holdings, Inc.
 February 7, 2020 Page 2
 FirstName LastName
Craig Kussman
Organovo Holdings, Inc.
February 7, 2020
Page 2
minimal discussion of these programs in your disclosure.  Please remove these programs
from the table.  We do not object to a discussion of each program below the table.
3.Please revise the pipeline table to reflect that you have yet to complete the Phase 1 portion
of your Phase 1/2a trial for PEN-866 by shortening the line accordingly.
Madrigal Pharmaceuticals, Inc. License Agreement, page 204
4.We note your disclosure that the royalties are payable, on a product by product and
country by country basis, until the latest to occur of expiration of the last to expire valid
claim covering such product in such country or expiration of regulatory exclusivity for
such product in such country. Please revise your description of this agreement to clarify
when the royalty term ends.
Unaudited Pro Forma Combined Financial Statements
Note 4. Adjustments to Unaudited Pro Forma Combined Balance Sheet as of September 30,
2019, page 270
5.We note your response to our prior comment 14. Please tell us how you reflect the
issuance of Organovo common shares to effect the reverse merger in the pro forma
balance sheet. In this regard, pro forma adjustment F appears to reflect the conversion of
Tarveda's outstanding preferred stock into common stock, but it is not clear whether this
adjustment also reflects the exchange of outstanding Tarveda common stock into
Organovo common stock based on the exchange ratio set forth in the Merger Agreement.
6.As a related matter, pro forma adjustment F also includes the elimination of historical
Organovo equity.  Please reconcile for us the adjustment to remove $273.2 million in
APIC  to Organovo's historical APIC balance of $304.3 million as of September 30, 2019.
            You may contact Julie Sherman at 202-551-3640 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey C. Thacker, Esq.

CORRESP
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CORRESP

 January 29, 2020

VIA EDGAR AND COURIER

 Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Electronics and Machinery

 100 F. Street, N.E.

 Washington,
D.C. 20549

 Attention:    Ada D. Sarmento

Mary Beth Breslin

Re:
 Organovo Holdings, Inc.

Registration Statement on Form S-4

Filed December 23, 2019

File No. 333-235683

Dear Mses. Sarmento and Breslin :

 On behalf of
Organovo Holdings, Inc. (the “Company” or “Organovo”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter
dated January 19, 2020 relating to the Company’s above-referenced Registration Statement on Form S-4 (the “Form S-4”).

On behalf of the Company, we are also submitting via EDGAR a revised Form S-4 (the “Revised Form S-4”), and for the convenience of the Staff, we are providing to the Staff by courier copies of this letter and marked copies of the Revised Form S-4 against the Form S-4.

 In this letter, we have recited the written comments from the Staff in italicized, bold type and
have followed each comment with the Company’s response.

 Registration Statement on Form S-4

1. We note your disclosure here that Tarveda believes that the $13.6 million of gross proceeds from the
December private placement of its Series 1 preferred stock and recapitalization, the anticipated cash that Organovo will have on its balance sheet at the effective time of the Merger, together with its existing cash and cash equivalents as of
September 30, 2019, will fund the combined organization’s current operating plans through at least the next 18 months from the anticipated effective time of the Merger. Please reconcile this disclosure with the
statement on page 211 that Tarveda expects that its existing cash and cash equivalents, including $13.6 million of gross proceeds from the December 2019 equity financing, will be sufficient to fund its operating
expenses, capital expenditure requirements and debt service payments through September 2020.

 RESPONSE TO COMMENT 1:

In response to the Staff’s comment, the Company has revised the disclosure on page 41 to further clarify that the extended runway (18
months from the anticipated effective time of the Merger) is for the combined company post-Merger, and thus includes Organovo’s cash. The Company supplementally advises the Staff that the reason for difference is that the disclosure on page 211
of the Form S-4 (or page 222 of the Revised Form S-4) reflects Tarveda’s going concern analysis as a stand-alone business, whereas the disclosure on page 41 is for
the combined company post-Merger.

 Background of the Merger, page 96

2. We note your disclosure of certain discussions regarding potential strategic alternatives that predated both the August 2019
announcement that Organovo would be pursuing strategic alternatives and the strategic alternative process conducted by Roth. Please disclose how these discussions were initiated with the various parties.

RESPONSE TO COMMENT 2:

In response to the Staff’s comment, the Company has revised its disclosure on page 96 of the Revised Form
S-4 to disclose how the discussions regarding potential strategic alternatives were initiated with various parties prior to both the August 2019 announcement that Organovo would be pursuing strategic
alternatives and the strategic alternative process conducted by Roth.

 Specifically, in the first quarter of calendar 2019, the Company
made efforts to raise capital through the issuance of its common stock. Despite these efforts, the Company was unable to complete the fundraising on acceptable terms or in a sufficient amount to support its development and business objectives.
Following these unsuccessful financing efforts, the Company’s board of directors requested that the Company’s management team contact the Company’s customers, collaborators and distributors and other companies in pharmaceutical, 3D
bioprinting and regenerative medicine in order to explore potential collaborations, licensing and other commercial arrangements. As a matter of completeness, the Company is including these discussions because, prior to the August 2019 announcement,
certain of these collaboration, licensing and other commercial arrangement discussions eventually progressed to include discussions relating to merger transactions and other strategic combinations with certain companies who continued in the
strategic alternatives process with the Company and Roth.

 3. Please identify the members of the Special Committee of the Organovo
board of directors that was formed to evaluate strategic alternatives and establish the material terms of the transaction with Tarveda.

RESPONSE TO COMMENT 3:

In response to the Staff’s comment, the Company has revised the disclosure on page 97 of the Revised Form
S-4 to identify the members of the Special Committee of the Organovo board of directors.

 4.
We note your disclosure that of the 27 companies that submitted non-binding indications of interest, eight were invited to present to the Organovo board of directors. Please revise to disclose the
material terms of the bids from those eight companies and why the special committee selected those eight companies. We also note your disclosure that Organovo discussed and negotiated term sheets for a potential strategic transaction with four life
sciences companies. Please revise this section to disclose how the material terms of the transaction were negotiated with those four companies, including how the deal value, pricing mechanism, exchange ratio and ownership split were
negotiated. Please also disclose what led the special committee to select Tarveda’s offer over the other three parties.

 2

 RESPONSE TO COMMENT 4:

In response to the Staff’s comment, the Company has added the requested additional disclosure on pages 104 and 105 of the Revised Form S-4 to disclose the material terms of the bids received from the eight companies and why the special committee selected those eight companies of the 27 companies that submitted
non-binding indications of interest.

 Further, in response to the Staff’s comment, the
Company has added the requested additional disclosure on pages 110 and 111 of the Revised Form S-4 to disclose how the material terms of the transaction were negotiated with those four companies, including
negotiations surrounding deal value, pricing mechanism, exchange ratio and ownership split.

 Additionally, in response to the Staff’s
comment, the Company has added the requested additional disclosure on pages 110 through 112 of the Revised Form S-4 to disclose what led the special committee to select Tarveda’s offer over the other
three parties.

 5. Please supplementally provide us with copies of all materials prepared by Roth and shared with your board of
directors and their representatives, including copies of all board books and all transcripts and summaries, that were material to the board’s decision to approve the Merger Agreement.

RESPONSE TO COMMENT 5:

In response to the Staff’s comment, the Company is furnishing supplementally to the Staff under separate cover copies of the materials
provided to the Company’s board of directors including the special committee of the Organovo board of directors by Roth Capital Partners, LLC (“Roth”) on a confidential and supplemental basis pursuant to Rule 12b-4 under the Securities Exchange Act of 1934, as amended, and is requesting confidential treatment of these materials pursuant to the provisions of 17 C.F.R. § 200.83. In accordance with such Rule, the
Company has requested that these materials be returned or destroyed promptly following completion of the Staff’s review thereof.

 Summary of
Material Financial Analysis, page 121

 6. With respect to the analyses where Roth selected certain companies for purposes of
comparison, please disclose whether any companies meeting the selection criteria were excluded from the analyses, and if so, why they were excluded.

RESPONSE TO COMMENT 6:

 In
response to the Staff’s comment, the Company has added the requested additional disclosure to page 132 of the Revised Form S-4 regarding whether any companies meeting the selection criteria were excluded
from the analyses, and if so, why they were excluded. Specifically, companies with negative enterprise values resulting from a major setback in their technology or product pipeline were excluded due to lack of comparability.

 3

 Organovo Business

Intellectual Property, page 182

 7.
With respect to Organovo’s material patents and patent applications, please disclose the foreign jurisdictions where you own or license patents and where you have pending patent applications.

RESPONSE TO COMMENT 7:

In response to the Staff’s comment, the Company has revised the disclosure on page 193 of the Revised Form
S-4 to disclose the applicable foreign jurisdictions where the Company owns or licenses patents and where the Company has pending patent applications.

Tarveda Business, page 184

 8. We
note several references to “improved efficacy” in the charts and graphs in this section. Please revise your disclosure to remove these statements as determinations of efficacy are solely within the authority of the FDA.

RESPONSE TO COMMENT 8:

In response to the Staff’s comment, the Company has revised the disclosure on pages 198 and 199 to remove statements regarding efficacy.

 Tarveda’s Product Pipeline, page 189

9. We note that your pipeline table includes three programs in the discovery stage. Please provide us your analysis as to why you believe
these programs are material enough to be included in your pipeline table.

 RESPONSE TO COMMENT 9:

In response to the Staff’s comment, the Company has revised the pipeline table caption on page 200 to reflect the pre-clinical nature of these programs. The Company respectfully supplementally advises the Staff that is has included two pre-clinical programs in the pipeline chart as it
believes that such information is important to an investor’s understanding of the active programs under development using Tarveda’s Pentarin platform, including Tarveda’s HSP90 binding miniature conjugate platform. The Company
respectfully submits that these additional pre-clinical programs are material to an investor’s ability to assess Tarveda’s business prospects because they demonstrate the potential of Tarveda’s
HSP90 binding miniature conjugate platform to carry a wide range of anti-cancer payloads such as kinase inhibitors, radioisotopes and other undisclosed programs. The Company respectfully notes that a key element of Tarveda’s strategy (as
disclosed in the third bullet of the Tarveda Strategy section (beginning on page 193 of the Form S-4 (and page 203 of the Revised Form S-4)), is bringing additional
miniature drug conjugates carrying other anti-cancer payloads into the clinic. Two of these pre-clinical programs have already identified the specific anti-cancer payload to be evaluated, which is why those
targets– kinase inhibitors and radioisotopes – are separately broken out on the chart. The kinase inhibitor program is the furthest along of Tarveda’s pre-clinical programs and is expected to
enter its IND enabling phase later in 2020 and is likely the next potential clinical program (after PEN-221 and PEN-866).Tarveda is also evaluating other anti-cancer
payloads, in addition to these identified targets, but the Company has removed from the pipeline chart any reference to pre-clinical programs for which a specific anti-cancer payload has not been identified.

 4

 10. Please include a column for each of Phase 1, Phase 2 and Phase 3 in your product
pipeline table.

 RESPONSE TO COMMENT 10:

In response to the Staff’s comment, the Company has revised the disclosure on page 200 of the Revised Form
S-4 to include a column for each of Phase 1, Phase 2 and Phase 3 in the product pipeline table.

 Madrigal
Pharmaceuticals, Inc. License Agreement, page 193

 11. Please disclose the aggregate future potential milestone payments under
the agreement and the royalty term.

 RESPONSE TO COMMENT 11:

In response to the Staff’s comment, the Company has revised the disclosure on 204 of the Revised Form
S-4 to disclose the aggregate future potential milestone payments under the agreement in this section of the Revised Form S-4 and added the royalty term as requested.

 Intellectual Property, page 195

 12.
With respect to Tarveda’s material patents and patent applications, please disclose the type of patent protection and the applicable foreign jurisdictions.

RESPONSE TO COMMENT 12:

In response to the Staff’s comment, the Company has revised the disclosure on page 206 of the Revised Form
S-4 to disclose the type of patent protection and the applicable foreign jurisdictions.

 Loan and Security
Agreement with Oxford, page 222

 13. We note your disclosure that the 2019 Oxford Loan contains customary negative covenants
limiting Tarveda’s ability to consummate mergers such as the one currently contemplated. Please revise your disclosure to indicate whether you require Oxford’s consent to consummate the merger, and, if so, whether such consent has been
obtained.

 RESPONSE TO COMMENT 13:

In response to the Staff’s comment, the Company has revised the disclosure on page 234 of the Revised Form
S-4 to indicate whether it requires Oxford’s consent to consummate the merger, and, if so, whether such consent has been obtained. The Company has also updated the risk factor disclosure on page 42 of the
Revised Form S-4 to note the same.

 Unaudited Pro Forma Combined Financial Information

Unaudited Pro Forma Condensed Combined Balance Sheet, page 252

14. We note that you accumulate several pro forma merger adjustments to equity and show only the cumulative amount of the adjustments. So
that we, and investors, may better understand your accounting and the impact of each adjustment, please quantify the amount of each adjustment separately either on the pro forma balance sheet or as part of your footnote disclosure in Note 4.

 5

 RESPONSE TO COMMENT 14:

In response to the Staff’s comment, the Company has revised its pro forma disclosures on pages 270 and 271 of the Revised Form S-4, footnote 4, to show a tabular reconciliation of the cumulative adjustments to equity. The Company has also added some additional disclosure in the pro forma footnotes on pages 270 and 271 of the Revised Form S-4 so as to better capture all pro forma adjustments individually from both a quantitative and qualitative perspective.

Principal Stockholders of Organovo, page 271

15. Please revise your disclosure to identify the natural person or persons who have voting and investment control of the shares held by
ARK Investment Management, LLC.

 RESPONSE TO COMMENT 15:

In response to the Staff’s comment, the Company has identified the natural person[s] who have voting and investment control of the shares
held by ARK Investment Management, LLC on page 285 of the Revised Form S-4.

 Incorporation of Certain Documents
by Reference, page 282

 16. We note that you have incorporated by reference certain information about the registrant. It appears
that you are not S-3 eligible and are, therefore, ineligible to incorporate by reference certain information that Form S-4 requires. Refer to General Instruction B.1 of
Form S-4. Please provide an analysis as to your eligibility, or revise to include the disclosure required by Item 14 of Form S-4.

RESPONSE TO COMMENT 16:

In response to the Staff’s comment, the Company believes that it is eligible to incorporate by reference certain information on by Form S-4 pursuant to General Instruction B.1.a. because the Company meets the requirements of General Instruction I.A. of Form S-3 and the aggregate market value requirements of
General Instruction I.B.1 of Form S-3, which require that the aggregate market value of the voting and non-voting c

January 19, 2020
Craig Kussman
Chief Financial Officer
Organovo Holdings, Inc.
440 Stevens Avenue, Suite 200
Solana Beach, California 92075
Re:Organovo Holdings, Inc.
Registration Statement on Form S-4
Filed December 23, 2019
File No. 333-235683
Dear Mr. Kussman:
            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.
Registration Statement on Form S-4
Even after completion of the Merger, Tarveda will require substantial additional funding to
finance its operations, page 41
1.We note your disclosure here that Tarveda believes that the $13.6 million of gross
proceeds from the December private placement of its Series 1 preferred stock and
recapitalization, the anticipated cash that Organovo will have on its balance sheet at the
effective time of the Merger, together with its existing cash and cash equivalents as of
September 30, 2019, will fund the combined organization’s current operating plans
through at least the next 18 months from the anticipated effective time of the Merger.
Please reconcile this disclosure with the statement on page 211 that Tarveda expects that
its existing cash and cash equivalents, including $13.6 million of gross proceeds from the

 FirstName LastNameCraig Kussman
 Comapany NameOrganovo Holdings, Inc.
 January 19, 2020 Page 2
 FirstName LastName
Craig Kussman
Organovo Holdings, Inc.
January 19, 2020
Page 2
December 2019 equity financing, will be sufficient to fund its operating expenses, capital
expenditure requirements and debt service payments through September 2020.
Background of the Merger, page 96
2.We note your disclosure of certain discussions regarding potential strategic alternatives
that predated both the August 2019 announcement that Organovo would be pursuing
strategic alternatives and the strategic alternative process conducted by Roth.  Please
disclose how these discussions were initiated with the various parties.
3.Please identify the members of the Special Committee of the Organovo board of directors
that was formed to evaluate strategic alternatives and establish the material terms of the
transaction with Tarveda.
4.We note your disclosure that of the 27 companies that submitted non-binding indications
of interest, eight were invited to present to the Organovo board of directors.  Please revise
to disclose the material terms of the bids from those eight companies and why the special
committee selected those eight companies. We also note your disclosure that Organovo
discussed and negotiated term sheets for a potential strategic transaction with four life
sciences companies.   Please revise this section to disclose how the material terms of the
transaction were negotiated with those four companies, including how the deal value,
pricing mechanism, exchange ratio and ownership split were negotiated.  Please also
disclose what led the special committee to select Tarveda's offer over the other three
parties.
5.Please supplementally provide us with copies of all materials prepared by Roth and shared
with your board of directors and their representatives, including copies of all board books
and all transcripts and summaries, that were material to the board’s decision to approve
the Merger Agreement.
Summary of Material Financial Analysis, page 121
6.With respect to the analyses where Roth selected certain companies for purposes of
comparison, please disclose whether any companies meeting the selection criteria were
excluded from the analyses, and if so, why they were excluded.
Organovo Business
Intellectual Property, page 182
7.With respect to Organovo's material patents and patent applications, please disclose the
foreign jurisdictions where you own or license patents and where you have pending patent
applications.

 FirstName LastNameCraig Kussman
 Comapany NameOrganovo Holdings, Inc.
 January 19, 2020 Page 3
 FirstName LastName
Craig Kussman
Organovo Holdings, Inc.
January 19, 2020
Page 3
Tarveda Business, page 184
8.We note several references to "improved efficacy" in the charts and graphs in this section.
Please revise your disclosure to remove these statements as determinations of efficacy are
solely within the authority of the FDA.
Tarveda's Product Pipeline, page 189
9.We note that your pipeline table includes three programs in the discovery stage. Please
provide us your analysis as to why you believe these programs are material enough to be
included in your pipeline table.
10.Please include a column for each of Phase 1, Phase 2 and Phase 3 in your product pipeline
table.
Madrigal Pharmaceuticals, Inc. License Agreement, page 193
11.Please disclose the aggregate future potential milestone payments under the agreement
and the royalty term.
Intellectual Property, page 195
12.With respect to Tarveda's material patents and patent applications, please disclose the type
of patent protection and the applicable foreign jurisdictions.
Loan and Security Agreement with Oxford, page 222
13.We note your disclosure that the 2019 Oxford Loan contains customary negative
covenants limiting Tarveda's ability to consummate mergers such as the one currently
contemplated.  Please revise your disclosure to indicate whether you require Oxford's
consent to consummate the merger, and, if so, whether such consent has been obtained.
Unaudited Pro Forma Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 252
14.We note that you accumulate several pro forma merger adjustments to equity and show
only the cumulative amount of the adjustments. So that we, and investors, may better
understand your accounting and the impact of each adjustment, please quantify the
amount of each adjustment separately either on the pro forma balance sheet or as part of
your footnote disclosure in Note 4.
Principal Stockholders of Organovo, page 271
15.Please revise your disclosure to identify the natural person or persons who have voting
and investment control of the shares held by ARK Investment Management, LLC.

 FirstName LastNameCraig Kussman
 Comapany NameOrganovo Holdings, Inc.
 January 19, 2020 Page 4
 FirstName LastName
Craig Kussman
Organovo Holdings, Inc.
January 19, 2020
Page 4
Incorporation of Certain Documents by Reference, page 282
16.We note that you have incorporated by reference certain information about the registrant.
It appears that you are not S-3 eligible and are, therefore, ineligible to incorporate by
reference certain information that Form S-4 requires. Refer to General Instruction B.1 of
Form S-4. Please provide an analysis as to your eligibility, or revise to include the
disclosure required by Item 14 of Form S-4.
            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.
            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.
            You may contact Julie Sherman at 202-551-3640 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey C. Thacker, Esq.

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 February 20, 2018

VIA EDGAR

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Mail Stop 4546

 Washington, D.C. 20549

Attention: Ms. Ada D. Sarmento, Senior Counsel

Re:
Acceleration Request of Organovo Holdings, Inc.

 Registration Statement on Form S-3, filed February 8, 2018

 (File
No. 333-222929)

 Ladies and Gentlemen:

Pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, Organovo Holdings, Inc. (the “Registrant”)
hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effectiveness of the above-referenced Registration Statement, to 4:00 p.m., Eastern Time, on Thursday, February 22, 2018,
or as soon thereafter as practicable.

 Thank you for your assistance. If you should have any questions, please contact Ryan Gunderson of
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Registrant, at (858) 436-8046.

Very truly yours,

/s/ Craig Kussman

Craig Kussman

Chief Financial Officer

February 16, 2018
Taylor Crouch
Chief Executive Officer
Organovo Holdings, Inc.
6275 Nancy Ridge Drive, Suite 110
San Diego, CA 92121
Re:Organovo Holdings, Inc.
Registration Statement on Form S-3
Filed February 8, 2018
File No. 333-222929
Dear Mr. Crouch:
            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 Ada D. Sarmento at 202-551-3798 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Jeffrey C. Thacker, Esq.

CORRESP
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Correspondence

 DLA Piper LLP (US)

 4365 Executive Drive, Suite 1100

 San Diego, California 92121-2133

www.dlapiper.com

 Jeffrey C. Thacker

 jeff.thacker@dlapiper.com

T 858.638.6728

 F
858.638.5128

 December 4, 2012

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

 Attn: David L. Orlic, Esq.

         Special Counsel – Office of Mergers and Acquisitions

Re:
Organovo Holdings, Inc.

 Tender
Offer Statement on Schedule TO

 Filed on November 16, 2012

File No. 005-86817

 Ladies
and Gentlemen:

 This letter responds to the letter of the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), dated November 28, 2012, to Mr. Keith Murphy, Chief Executive Officer and President of Organovo Holdings, Inc. (the “Company”), regarding the Tender
Offer Statement on Schedule TO, File No. 005-86817 (the “Schedule TO”), filed by the Company with the Commission on November 16, 2012. All capitalized terms not specifically defined herein shall have the meaning
assigned to such terms as set forth in the Schedule TO.

 This letter sets forth the comments of the Staff in the comment
letter (numbered in accordance with the comment letter) and, following each comment, sets forth the Company’s response. We also have enclosed a copy of Amendment No. 2 to the Schedule TO (the “Amended Schedule TO”).

 General

 1. We note that the offer is limited to persons who are accredited investors. Please provide an analysis as to Rule 13e-4(f)(8)(i), which requires that the offer be open to all security holders.

 In response to the Staff’s comments, the Company is not limiting the offer to accredited investors and has revised
the Amended Schedule TO accordingly. The Company issued the Original Warrants in private placement transactions in reliance on the exemption from registration provided by Rule 506 of Regulation D under the Securities Act of 1933 (the
“Securities Act”) inasmuch as these previous private placement transactions occurred without any form of general solicitation or general advertising. The holders of the Original Warrants previously represented to the Company that
they were “accredited investors” in connection with the transactions in which such holders acquired the Original Warrants in 2011 and 2012. As such, the Company anticipates that the holders of the Original Warrants will continue to qualify
as accredited investors, unless their status has changed since their prior transaction with the Company.

 The Company intends
to rely on Section 4(2) of the Securities Act, and Rule 506 promulgated thereunder, as an exemption for its offer to amend the Original Warrants. The Company has implemented the Offer to Amend and Exercise without any form of
general solicitation or general advertising. In addition, the Company intends to provide the following in the Amended Schedule TO:

 a) The Company will continue to require the holders of the Original Warrants to complete an accredited investor questionnaire, although the holder will not be required to be an accredited investor in
order to participate in the Offer to Amend and Exercise;

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 December 4, 2012

Page Two

 b) The Company has revised the Election to Participate and Exercise Warrant to enable
the Company to determine whether any holder who is not an accredited investor either alone or with the holder’s purchaser representatives has such knowledge and experience in financial and business matters that he is capable of evaluating the
merits and risks of the prospective investment.

 c) The Company has included in the Offer to Amend and Exercise a new
disclosure document titled “Supplemental Company Information,” which includes all of the information required by Rule 502 of Regulation D. In addition, the Company has incorporated its Form 10 information filed pursuant to its Current
Report on Form 8-K/A dated May 11, 2012, and all information contained in any reports or documents required to be filed under Sections 13(a), 14(a), 14(c) and 15(d) of the Securities Exchange Act of 1934 as amended. As a result, the Company has met
the requirement to deliver to non-accredited investors the information required by Rule 502(b)(2)(ii) of Regulation D, thereby still satisfying the requirements of Rule 506 in the event any of the eligible warrant holders have ceased to be
accredited investors within the meaning of Rule 501 under Regulation D.

 d) The Company has amended the conditions of
the Offer to Amend and Exercise to provide that such Offer is subject to the Company having a valid securities exemption under the Securities Act for the Company’s offer to amend the Original Warrants.

As stated above, based on their prior representations, the Company anticipates that each of the holders of the Original Warrants are
accredited investors, and that the Offer to Amended and Exercise will qualify for an exemption from registration under the Securities Act.

 2. Please provide the disclosure required by Item 1004(a)(1)(viii) of Regulation M-A regarding the manner in which securities will be accepted for payment.

In response to the Staff’s comment, the Company has revised the Amended Schedule TO to provide the manner in which securities will
be accepted for payment as required by Item 1004(a)(1)(viii).

 Lock-Up Period, page 24

3. Disclosure indicates that security holders may not sell shares issuable in the offer for a period of time commencing on the exercise
date and ending on the later of twenty days after exercise or five business days after the expiration date. This suggests that warrants can be exercised at the revised exercise price prior to the expiration date. Please confirm and disclose that
this is not the case, or advise how this is consistent with Rule 14e-1(a).

 In response to the Staff’s comment,
the Company has revised the Amended Schedule TO to clarify that the Amended Warrants cannot be exercised at the revised exercise price prior to the expiration date. The Company also has clarified the application of the lock-up period to the
exercised Amended Warrants.

 4. Please confirm and disclose that you will issue common stock upon the exercise of the
warrants promptly, rather than “prior to the expiration of a holder’s Lock-Up Period” as disclosed on page 1. See Rule 14e-1(c).

 In response to the Staff’s comment, the Company has revised the Amended Schedule TO to provide that the Company will issue the common stock upon the exercise of the Amended Warrants promptly.

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 December 4, 2012

Page Three

 Section 9. Withdrawal Rights, page 25

5. Disclosure indicates that a security holder may not withdraw an election to participate following the expiration date. Please revise
to disclose the date certain after which a security holder may in fact withdraw securities if not yet accepted for payment. See Rule 13e-4(f)(2)(ii).

 In response to the Staff’s comment, the Company has revised the Amended Schedule TO to disclose the date certain (i.e., 40 business days from the commencement of the Offer to Amend and Exercise)
after which a holder of Original Warrants may in fact withdraw its Election to Participate and Exercise if the Company has not accepted payment.

 6. Disclosure indicates that, if a security holder withdraws prior to the expiration date, you will return the tendered warrants and cash within 5 business days. Please advise how you determined that
this is consistent with Rule 14e-1(c).

 In response to the Staff’s comment, the Company has revised the Amended
Schedule TO to provide that if the holder of an Original Warrant withdraws prior to the expiration date, the Company will promptly return the Original Warrants and the cash paid by the holder to the Company

Section 10. Registration of Warrant Shares, page 26

 7. Disclosure indicates that the offer will not affect the Registration Statement on Form S-1 (File No. 333-182101) for holders named as selling shareholders in the registration statement.
Please provide an analysis supporting this conclusion.

 In response to the Staff’s comment, the Company has revised
the Amended Schedule TO to provide that following the completion of the Offer to Amend and Exercise, the Company will file a prospectus supplement pursuant to Rule 424(b)(3) to the prospectus included in the Registration Statement on Form S-1 (File
No. 333-182101) (the “Registration Statement”) to reflect the substantive changes from the information currently set forth in such prospectus as a result of the Offer to Amend and Exercise.

The Company supplementally advises the Staff that the Company does not believe it is required to file a post-effective amendment to the
Registration Statement prior to its use by the listed selling stockholders therein for the following reasons:

 a) The
Registration Statement relates solely to the resale of shares of common stock acquired by the selling stockholders upon the exercise of their warrants. The Registration Statement does not register the warrants or the exercise of the warrants by the
holders thereof. The Company issued the warrants in private transactions exempt from the registration requirements of the Securities Act. The Company has and will continue to rely on the exemption from the registration requirements provided by
Section 4(2) of the Securities Act, and the rules and regulations promulgated thereunder, for issuances of common stock upon exercise of the warrants. Similarly, the

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 December 4, 2012

Page Four

Company is relying on the exemption from the registration requirements provided by Section 4(2) of the Securities Act, and the rules and regulations promulgated thereunder, for the offer to
amend the Original Warrants and the issuance of common stock upon exercise of the Amended Warrants.

 b) In the Offer to Amend
and Exercise, the Company is not increasing the number of shares of common stock that may be resold by the selling stockholders listed for resale in the Registration Statement.

c) The Offer to Amend and Exercise does not alter the rights, preferences or privileges of the Company’s common stock, or affect the
rights, preferences or privileges of the purchasers of common stock who acquire their shares of common stock pursuant to resales conducted in accordance with the Registration Statement.

d) As part of the Offer to Amend and Exercise, the Company is requiring the exercise of the Amended Warrants. As a result, no Amended
Warrants will be in existence after completion of the Offer to Amend and Exercise. The Original Warrants will remain in full force and effect, as originally issued, for holders that elect not to participate in the Offer to Amend and Exercise.

 Section 11. Trading Market and Price Range of Common Stock, page 26

8. Please provide the disclosure required by Item 1002(c) of Regulation M-A for the warrants, or state that there is no
established trading market for the warrants.

 In response to the Staff’s comment, the Company has revised the Amended
Schedule TO to state there is no established trading market for the Original Warrants or the Amended Warrants.

 Section 15.
Financial Information Regarding the Company, page 30

 9. Given that financial information required by
Item 10 of Schedule TO has been incorporated by reference into the schedule, summary financial information, as described in Item 1010(c) of Regulation M-A, including the ratio of earnings to fixed charges, and pro forma
information if material, must be disseminated to security holders. See Instruction 6 to Item 10 of Schedule TO and Interpretation I.H.7 in the July 2001 Interim Supplement to Publicly Available Telephone Interpretations,
available on our website. Please disseminate this information to security holders.

 In response to the Staff’s
comment, the Company has revised the Schedule TO to include the financial information required by Items 1010(a) and (b) of Regulation M-A. The Company has not included a ratio of earnings to fixed charges because it has no outstanding debt
obligations as of September 30, 2012.

 10. Please provide pro forma information pursuant to Item 1010(b) of
Regulation M-A, and a brief statement as to the accounting treatment of the transaction pursuant to Item 1004(a)(1)(xi) of Regulation M-A, or advise why you believe that this information is not material.

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 December 4, 2012

Page Five

 In response to the Staff’s comment, the Company has revised the Schedule TO to
include the pro forma financial information required by Item 1010(b) of Regulation M-A and a statement as to the accounting treatment of the transaction pursuant to Item 1004(a)(1)(xi) of Regulation M-A.

Acknowledgement:

 As requested by
the Staff, the Company hereby 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. If you have any questions or require further information, please call me at (858) 638-6728.

 If you have any questions or we can assist you in reviewing the Amended Schedule TO, please call me at (858) 638-6728.

 Very truly yours,

 DLA Piper LLP (US)

/s/ Jeffrey C. Thacker

 Jeffrey C. Thacker

 Partner

November 28 , 2012

Via E-mail
Mr. Keith Murphy
Chief Executive Officer and President
Organovo Holdings, Inc.
6275 Nancy Ridge Drive
San Diego, California 92121

Re: Organovo Holdings, Inc.
Tender Offer Statement on Schedul e TO
Filed on November 16 , 2012
File No.  005-86817

Dear Mr. Murphy :

We have reviewed your filing 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 filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and c ircumstances 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.

General

1. We note  that the offer is limited to persons who are accredited investors.   Please provide
an analysis as to Rule 13e -4(f)(8)(i), which requires that  the offer be open to all security
holders.

2. Please provide the disclosure required by Item 1004(a)(1)(viii)  of Regulation M -A
regarding  the manner in which securities will be accepted  for payment.

Mr. Keith Murphy
Organovo Holdings, Inc.
November 28, 2012
Page 2
 Lock -Up Period, page 24

3. Disclosure indicates that security holders may not sell shares issuable in the offer for a
period of time commencing on the exercise date and ending on the later of twenty days
after exercise or five business days after the expiration date.  This suggests that warrants
can be exercised  at the revised exercise price prior to the expiration date.   Please confirm
and disclose that  this is not the case, or advise how this is consistent with Rule 14e -1(a).

4. Please confirm and disclose that you will issue common  stock upon the exercise of the
warrants  promptly, rather than “ prior to the expiration of a holder’s Lock -Up Period ” as
disclosed on page 1.   See Rule 14e -1(c).

Section 9. Withdrawal Rights, page 25

5. Disclosure indicates that a security holder may not withdraw an election to participate
following the expiration date.  Please revise to disclose the date certain after which a
security holder  may in fact withdraw securities if not yet accepted for payment.  See
Rule  13e-4(f)(2)(ii).

6. Disclosure indicates that, if a security holder  withdraw s prior to the expiration date, you
will return the tendered w arrant s and cash within 5 business days.  Please advise  how you
determined that this is consistent with Rule 14e -1(c).

Section 10. Registration of Warrant Shares, page 26

7. Disclosure indicates t hat the offer will not affect the Registration Statement on Form S -1
(File No. 333 -182101) for holders named as selling shareholders in the registration
statement .  Please provide an analysis supporting  this conclusion .

Section 11. Trading Market and Price Range of Common Stock, page 26

8. Please provide the disclosure required by  Item 1002(c)  of Regulation M -A for the
warrants, or state that there is no established tradin g market for the warrants .

Section 15. Financial Information Regarding the Company, page 30

9. Given that financial information required by Item 10 of Schedule TO has been
incorporated by reference into the schedule, summary financial information, as described
in Item 1010(c) of Regulation M -A, including the ratio of earnings to fixed charges , and
pro forma information if material , must be disseminated to security holders.  See
Instruction 6 to Item 10 of Sch edule TO and Interpretation I.H.7 in the July 2001 Interim
Supplement to Publicly Available Telephone Interpretations, available on our website.
Please disseminate this infor mation  to security holders .

Mr. Keith Murphy
Organovo Holdings, Inc.
November 28, 2012
Page 3
 10. Please provide pro forma information pursuant to Item 1010(b) of Regulation M -A, and a
brief statement as to t he accounting treatment of the transaction  pursuant to
Item 1004(a)(1)(xi) of Regulation M -A, or advise why you believe that this information
is not material.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the f iling to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicab le 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 accuracy
and adequacy of t he disclosures they have made.

In responding to our comments, please provide  a written 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 a defense in any proceedin g initiated
by the Commission or any person under the federal securities laws of the United
States.

You may contact me at (202) 551 -3503 if you have any questions regarding our
comments .

Sincerely,

/s/ David L. Orlic

David L. Orlic
Special Counsel
Office of Mergers and Acquisitions

cc: Via E-mail
Jeffrey C. Thacker, Esq.
DLA Piper LLP (US)

June 21, 2012
 Via E-Mail

Keith Murphy Chairman of the Board, Chief Executive Officer, and President Organovo Holdings, Inc. 5871 Oberlin Drive, Suite 150 San Diego, CA 92121
Re: Organovo Holdings, Inc.
 Form 8-K, as amended
Filed February 13, 2012 File Nos. 000-54621 and 333-169928

Dear Mr. Murphy:
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/ Jennifer Riegel for
  Jeffrey Riedler
Assistant Director

CORRESP
1
filename1.htm

SEC Response Letter

DLA Piper LLP (US)

4365 Executive Drive, Suite 1100

San Diego, California 92121-2133

www.dlapiper.com

 Jeffrey C. Thacker

jeff.thacker@dlapiper.com

T  858.638.6728

F  858.638.5128

 May 10, 2012

 Division of Corporation Finance

 U.S. Securities & Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Attention:

Mr. Jeffrey Riedler

Ms. Jennifer Riegel

Ms. Keira Ino

Mr. Gustavo Rodriguez

Mr. Michael Rosenthall

Re:

 Organovo Holdings, Inc.

Form 8-K/A

Filed March 30, 2012

File No. 333-169928

 Ladies and Gentlemen:

 This letter responds to the letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated April 18, 2012 to Keith Murphy, Chairman of the
Board, Chief Executive Officer and President of Organovo Holdings, Inc. (the “Company”) regarding the Amendment No. 1 to Current Report on Form 8-K/A, File No. 000-54621, filed by the Company with the Commission on March 30,
2012.

 This letter sets forth the comments of the Staff in the comment letter (numbered in accordance with the comment letter) and, following
each comment, sets forth the Company’s response. We are enclosing a copy of Amendment No. 2 to Form 8-K (the “Amended Form 8-K”).

 Financial Statements for the Period Ended September 30, 2011

 1. Summary of
Significant Accounting Policies

 Revenue Arrangements with Multiple Deliverables, page F-12

1.
Please revise your disclosure to describe how you recognize license revenues when the license is granted as a part of a research and development collaboration
agreement.

 RESPONSE: In response to the Staff’s comment, the Company has revised its disclosure to describe how it
recognizes revenues when the license is granted as part of a research and development collaboration agreement.

 4. Derivative Liability,
page F-14

2.
Please revise your disclosure to clarify whether the down-round protection of the warrants’ exercise price applies under all circumstances. Otherwise, describe the
situations to which the down-round protection is limited to. Furthermore, disclose how

 the exercise price will
be adjusted for this provision.

 Division of Corporation Finance

 Attention: Mr. Michael Rosenthall

 May 10, 2012

Page Two

 RESPONSE: In response to the
Staff’s comment, the Company has revised its disclosure to clarify the circumstances under which the down-round protection of the warrants’ exercise price applies and has disclosed how the exercise price will be adjusted for this
provision.

 8. Licensing Agreements, page F-20

3.
Please tell us where you disclosed the amount of prior patent costs that you are required to reimburse under the licensing agreements as previously requested under
comment 10.

 RESPONSE: In response to the Staff’s comment, the Company has disclosed the amount of prior patent
costs that it is required to reimburse under the licensing agreements. Such disclosure is found under Note 8—Licensing Agreements and Research Contracts to the audited Financial Statements of the Company included in the Amended Form 8-K.

 ACKNOWLEDGMENT

 As requested by the Staff, the Company hereby 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.

 Very truly yours,

DLA Piper LLP (US)

 /s/ Jeffrey C. Thacker

Jeffrey C. Thacker

Partner

WEST\229903774.3

April 18, 2012
 Via E-Mail

Keith Murphy Chairman of the Board, Chief Executive Officer, and President Organovo Holdings, Inc. 5871 Oberlin Drive, Suite 150 San Diego, CA 92121
Re: Organovo Holdings, Inc.
 Form 8-K/A
Filed March 30, 2012 File No. 333-169928

Dear Mr. Murphy:
 We have reviewed your filing 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 amendi ng your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circ umstances 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 ma y have additional comments.
 Financial Statements for the Period Ended September 30, 2011

1.  Summary of Significant Accounting Policies
Revenue Arrangements with Multiple Deliverables, page F-12

1. Please revise your disclosure to describe how you recognize license revenues when the
license is granted as a part of a resear ch and development collaboration agreement.
 4.  Derivative Liability, page F-14

2. Please revise your disclosure to clarify whether the down-round protection of the
warrants’ exercise price a pplies under all circumstances.  Otherwise, describe the
situations to which the down-round protection is limited to.  Furthermore, disclose how
the exercise price will be ad justed for this provision.

Keith Murphy Organovo Holdings, Inc.  April 18, 2012 Page 2

 8.  Licensing Agreements, page F-20

3. Please tell us where you disclo sed the amount of prior patent  costs that you are required
to reimburse under the licensi ng agreements as previously requested under comment 10.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 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 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 federa l securities laws of  the United States.

You may contact Keira Ino at 202-551-3659 or Gustavo Rodriguez at 202-551-3752 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Michael Rosenthall at 202-551-3674, Jenni fer Riegel at 202-551-3575 or me at 202-551-
3715 with any other questions.
Sincerely,
   /s/ Jennifer Riegel for    Jeffrey Riedler
Assistant Director

CORRESP
1
filename1.htm

Correspondence

 DLA Piper LLP (US)

 4365 Executive Drive, Suite 1100

 San Diego, California 92121-2133

www.dlapiper.com

 Jeffrey C. Thacker

 jeff.thacker@dlapiper.com

T    858.638.6728

F    858.638.5128

 March 30, 2012

 Division of Corporation Finance

 U.S. Securities & Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

 Attention:

Mr. Jeffrey Riedler

Ms. Keira Ino

Mr. Gustavo Rodriguez

Mr. Michael Rosenthall

Ms. Jennifer Riegel

 Re:

Organovo Holdings, Inc.

Form 8-K

Filed February 13, 2012

No. 333-169928

 Ladies and Gentlemen:

 This letter responds to the letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated March 13, 2012, to Keith Murphy, Chairman of the
Board, Chief Executive Officer, and President of Organovo Holdings, Inc. (the “Company”) regarding the Current Report on Form 8-K, File No. 333-169928 (“Form 8-K”), filed by the Company with the Commission on
February 13, 2012.

 This letter sets forth the comments of the Staff in the comment letter (numbered in accordance with the comment
letter) and, following each comment, sets forth the Company’s response. We are enclosing a copy of Amendment No. 1 to Form 8-K (the “Amended Form 8-K”).

 General

1.
We note that you filed a confidential treatment request, in conjunction with the filing of this Form 8-K, on February 14, 2012. We will not be able to clear
our review of your Form 8-K filing until we have also completed our review of that accompanying confidential treatment request.

 RESPONSE: The Company acknowledges the Staff’s comment.

 The Novogen MMX
Bioprinter, page 15

2.
You disclose that your NovoGen MMX Bioprinter™ is manufactured for you by Invetech Pty., of Melbourne, Australia. Please advise us whether you have an
agreement with Invetech Pty. If so, please file a copy of this agreement as an exhibit and expand your disclosure to disclose all the material terms of the agreement. Alternatively, provide us with a detailed analysis that supports your conclusion
that your business is not substantially dependent upon this agreement.

 Division of Corporation Finance

 U.S. Securities & Exchange Commission

 March 30, 2012

Page Two

 RESPONSE: As requested by the Staff, the Company has filed the manufacturing and supply
agreement, dated as of March 3, 2011, by and between the Company and Invetech Pty as Exhibit 10.26 to the Amended Form 8-K. The Company has also revised the Business Section of the Amended Form 8-K to expand the disclosure of the material terms
of this agreement. Additionally, concurrently with the filing of Amendment No. 1 to Form 8-K, the Company has submitted to the Staff a confidential treatment request with respect to certain portions of the agreement.

Collaborative Agreements, page 17

3.
Given your financial position it appears that the collaborative agreements you disclose are material to your company. Please expand your disclosure here to
include all the material terms of your agreements with both Pfizer and Unither, including, but not limited to material payment terms, aggregate amounts paid to date, material obligations that must be met by both parties to keep the agreement in
place and termination provisions. In addition, please file each of these collaboration agreements as an exhibit to your next amendment. Alternatively, provide us with a detailed analysis that supports your conclusion that your business is not
substantially dependent upon these agreements.

 RESPONSE: In response to the Staff’s comment, the Company
respectfully submits that the collaborative agreements with Pfizer and Unither are not material contracts as defined in Item 601(b)(10) of Regulation S-K. Under Item 601(b)(10), a contract is not material if the Company enters into the
contract in the “ordinary course of business” and the Company’s business is not “substantially dependent” on the contract. For the reasons set forth below, the Company has entered into the collaborative agreements with
Pfizer and Unither in the ordinary course of its business and the Company’s business is not substantially dependent on either of these agreements.

 The Company is in the early stages of developing its bioprinter technology platform. As part of its business strategy, the Company intends to pursue collaboration agreements with drug development
companies that will allow it to further develop its bioprinter technology and the potential uses of the cellular structures and tissues that can be produced with the Company’s bioprinter technology. The Pfizer and Unither agreements represent
the first of these ordinary course collaboration agreements.

 Under these collaboration agreements, the drug development company will pursue
drug discovery utilizing the three dimensional cellular structures developed with the Company’s bioprinter technology. Currently, drug therapy research and testing generally involves testing drug candidates and therapies on monolayer two
dimensional cell cultures that attempt to mimic damaged or degenerating tissues. The Company believes the use of its technology, which creates three dimensional cellular structures, will enhance and facilitate drug discovery.

The collaboration agreements provide for upfront and milestone payments to the Company related to the Company’s research and development obligations
under the agreement. In addition, the collaboration

 Division of Corporation Finance

 U.S. Securities & Exchange Commission

 March 30, 2012

Page Three

agreements provide for a future licensing arrangement between the parties, with royalties payable to the Company, if the drug discovery company is successful in identifying a drug candidate or
therapy utilizing the Company’s bioprinter technology.

 In the case of Pfizer and Unither, the collaboration agreements provide for
upfront and milestone payments designed to reimburse the Company for its research and development costs in performing its obligations und the agreements. The Company has not been and is not currently “substantially dependent” on these
payments to support its business. To date, the Company has primarily relied upon funds raised through the sales of its equity securities and government grants to support its operations and the development of its bioprinter technology platform. Based
on its business plan, the Company will continue to rely primarily on these sources of funds to support its operations and the development of its bioprinter technology. Accordingly, the Company has not been and is not currently “substantially
dependent” upon the collaborative agreements with Pfizer and Unither, and as a result, the Company is electing not to file these ordinary course agreements under Item 601(b)(10). However, if the collaboration agreements lead to a potential
drug candidate or therapy that could result in future royalty payments to the Company, the Company will publicly file any such agreement in accordance with its reporting obligations.

 In response to the Staff’s comment, the Company has revised the Business Section of the Amended Form 8-K to clarify that as a fundamental component of its business strategy the Company intends to
continue to pursue and enter into collaboration agreements in the ordinary course of business. The Company has also provided investors with further detail and additional discussion regarding the terms of its existing and future collaboration
agreements.

 Intellectual Property, page 19

4.
We note your disclosure here of your license agreements with University of Missouri-Columbia, Medical University of South Carolina and Clemson University.
Regardless of the confidential treatment that was filed in conjunction with this Form 8-K, please expand your disclosure to include the aggregate milestone payments due under each agreement, a range of the royalty rates due under each agreement,
aggregate amounts paid to date, material obligations that must be met by both parties to keep the agreement in place, duration and termination provisions. Please also file the agreement with Medical University of South Carolina as an exhibit to your
next amendment.

 RESPONSE: In response to the Staff’s comment, the Company has revised the Intellectual
Property section of the Amended Form 8-K to expand the disclosure to include disclosure regarding the material terms of the Company’s license agreements with the University of Missouri and Clemson University, including the aggregate milestone
payments due under these agreements, a range of the royalty rates due under these agreements, aggregate amounts paid to date, material obligations that must be met by both parties to keep these agreements in place, duration and termination
provisions. Additionally, the Company revised the disclosure to clarify that the University of Missouri-Columbia acquired certain rights from the Medical University of South Carolina, which it sublicensed to the Company pursuant to the terms of the
University of Missouri license agreement. The Company has not entered into a separate license agreement with the Medical University of South Carolina and therefore will not be filing this agreement.

 Division of Corporation Finance

 U.S. Securities & Exchange Commission

 March 30, 2012

Page Four

5.
Please disclose the expiration date of each of the material patents that you discuss.

RESPONSE: In response to the Staff’s comment, the Company revised the Intellectual Property section to disclose the expiration date, as
applicable, of each of the material patents discussed.

 Executive Compensation, page 54

6.
Please expand your disclosure here to include all the material terms of Mr. Murphy’s employment agreement, and please file the agreement as an exhibit
to your next amendment, as you have for Mr. Michaels and Ms. Presnell.

 RESPONSE: In response to the
Staff’s comment, the Company revised the Executive Compensation section to disclose all the material terms of Mr. Murphy’s employment agreement. Additionally, the Company has filed Mr. Murphy’s employment agreement as
Exhibit 10.1 to Current Report on Form 8-K, File No. 333-169928, filed with the Commission on March 1, 2012, which has been incorporated by reference in Amendment No. 1 to Form 8-K.

Exhibits, page 70

7.
We note that for several agreements listed in this exhibit list you note that they are to be filed by amendment. Please promptly file all missing agreements with
your next amendment.

 RESPONSE: In response to the Staff’s comment, the Company has filed the missing
agreements as Exhibits 4.1, 4.2, 4.3, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 to Current Report on Form 8-K, File No. 333-169928 filed with the Commission on March 19, 2012.

 Financial Statements for the Period Ended September 30, 2011

 Summary of
Significant Accounting Policies, page F-26

8.
Please disclose your accounting policy for “prepaid expenses and other current assets” and “other assets.” Disclose the nature of the items
included in these line items and to the extent any of the items included in “prepaid expenses and other current assets” and “other assets” exceeds 5% of the current assets and total assets, respectively, separately quantify it in
accordance with Rule 5-02 of Regulation S-X.

 RESPONSE: In response to the Staff’s comment, the Company has
disclosed its accounting policy for “prepaid expenses and other current assets” and “other assets” and has expand the disclosure to include the nature of the items included in these line items and to the extent any of the items
included in “prepaid expenses and other current assets” and “other assets” exceeds 5% of the current assets and total assets, respectively, has separately quantified it in accordance with Rule 5-02 of Regulation S-X.

9.
You state on page 25 that you have collaborative research agreements with Pfizer and Unither and will seek to enter additional collaborations. You also disclose
on page F-10 that you recognize revenues from collaboration agreements. Please disclose all of your collaboration agreements as required under ASC 808-10-50.

 Division of Corporation Finance

 U.S. Securities & Exchange Commission

 March 30, 2012

Page Five

 RESPONSE: In response to the Staff’s comment, the Company has revised the Notes to Financial
Statements to disclose all of its collaboration agreements and the relevant terms thereunder as required under ASC 808-10-50.

 Licensing
Agreements, page F-35

10.
Please disclose the amount of prior patent costs you are required to reimburse, the gross carrying amount and accumulated amortization of the license agreements,
the aggregate amortization expense for the periods presented, the weighted average amortization period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years. Refer to ASC 350-30-50.

 RESPONSE: In response to the Staff’s comment, the Company has revised the Notes to Financial Statements to
disclose the amount of prior patent costs the Company is required to reimburse, the gross carrying amount and accumulated amortization of the license agreements, the aggregate amortization expense for the periods presented, the weighted average
amortization period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years.

 Unaudited Pro Forma
Condensed Combined Balance Sheet page F-41

11.
Please disclose the terms that require the warrants to be classified as a liability and the assumptions used to determine the value of the warrants.

 RESPONSE: In response to the Staff’s comment, the Company has revised the Notes to Financial Statements to
disclose the terms that require the warrants to be classified as a liability and the assumptions used to determine the value of the warrants.

Notes to Unaudited Pro Forma Combined Financial Statements, page F-44.

12.
Please ensure that the disclosures provided on page F-45 are complete and include appropriate dates.

RESPONSE: In response to the Staff’s comment, the Company has revised the Notes to Financial Statements to complete the disclosures on page
F-45 and included appropriate dates where applicable.

 Acknowledgement:

As requested by the Staff, the Company hereby acknowledges that:

•

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

 Division of Corporation Finance

 U.S. Securities & Exchange Commission

 March 30, 2012

Page Six

•

 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.

 * * *

 Very truly yours,

 DLA Piper LLP (US)

/s/ Jeffrey C. Thacker

 Jeffrey C. Thacker

 Partner

CORRESP
1
filename1.htm

Correspondence

 DLA Piper LLP (US)

 4365 Executive Drive, Suite 1100

San Diego, California 92121-2133

www.dlapiper.com

Jeffrey C. Thacker
 jeff.thacker@dlapiper.com

T  858.638.6728

F  858.638.5128

 March 27, 2012

Division of Corporation Finance

 U.S.
Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Attention:

Mr. Jeffrey Riedler

Ms. Keira Ino

Mr. Gustavo Rodriguez

Mr. Michael Rosenthall

Ms. Jennifer Riegel

Re:

Organovo Holdings, Inc.

Form 8-K

Filed February 13, 2012

No. 333-169928

 Ladies and Gentlemen:

 We are writing on behalf of our client Organovo Holdings, Inc. (the “Company”) in connection with the letter the Company received from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), dated March 13, 2012, regarding the Current Report on Form 8-K, File No. 333-169928 (“Form 8-K”), filed by the Company with the Commission on February 13, 2012. The Company is currently in
the process of preparing an amendment to the Form 8-K which will include its audited financial statements for the fiscal year ended December 31, 2011. The Company intends to file this amendment by Friday, March 30, 2012. With this amendment, the
Company also intends to respond to the comments received from the Staff. We believe this combined filing will facilitate the Staff’s review of the Company’s Form 8-K. As a result, the Company is requesting an extension of the 10 business
day response period set forth in the Staff’s letter.

 If you have any questions regarding the foregoing, please do not hesitate to call
me at (858) 638-6728.

 Very truly yours,

 DLA Piper LLP (US)

 /s/ Jeff Thacker

Jeffrey C. Thacker

 Partner

WEST\229700213.1

March 13, 2012
 Via E-Mail

Keith Murphy Chairman of the Board, Chief Executive Officer, and President Organovo Holdings, Inc. 5871 Oberlin Drive, Suite 150 San Diego, CA 92121
Re: Organovo Holdings, Inc.
 Form 8-K
Filed February 13, 2012 File No. 333-169928

Dear Mr. Murphy:
 We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 General

1. We note that you filed a confid ential treatment request, in co njunction with the filing of
this Form 8-K, on February 14, 2012.  We will not be able to clear our review of your
Form 8-K filing until we have also co mpleted our review of that accompanying
confidential treatment request.
    The Novogen MMX Bioprinter, page 15

2. You disclose that your NovoGen MMX Bi oprinter™ is manufactured for you by
Invetech Pty., of Melbourne, Australia.  Pl ease advise us whether you have an agreement
with Invetech Pty. If so, please file a copy of this agreement as an exhibit and expand
your disclosure to disclose all the material  terms of the agreement.   Alternatively,
provide us with a detailed analysis that s upports your conclusion that  your business is not
substantially dependent upon this agreement.

Keith Murphy Organovo Holdings, Inc.  March 13, 2012 Page 2

 Collaborative Agreements, page 17

3. Given your financial position it appears that  the collaborative agreements you disclose
are material to your company.  Please expand your disclosure here to include all the
material terms of your agreements with both Pfizer and Unither, including, but not
limited to material payment terms, aggregate amounts paid to date, material obligations
that must be met by both parties to keep  the agreement in place and termination
provisions.  In addition, please fi le each of these collaboration agreements as an exhibit to
your next amendment.  Alternatively, provide us with a detailed an alysis that supports
your conclusion that your business is not s ubstantially dependent upon these agreements.

Intellectual Property, page 19

4. We note your disclosure here of your license  agreements with University of Missouri-
Columbia, Medical University of South Caroli na and Clemson University.  Regardless of
the confidential treatment that was filed in c onjunction with this Form 8-K, please expand
your disclosure to include th e aggregate milestone payments due under each agreement, a
range of the royalty rates due under each ag reement, aggregate amounts paid to date,
material obligations that must be met by bot h parties to keep the agreement in place,
duration and termination provi sions.  Please also file the agreement with Medical
University of South Carolina as an exhibit to your next amendment.

5. Please disclose the expiration date of each of  the material patents that you discuss.
 Executive Compensation, page 54

6. Please expand your disclosure here to include  all the material terms of Mr. Murphy’s
employment agreement, and please file th e agreement as an exhibit to your next
amendment, as you have for Mr. Michaels and Ms. Presnell.
 Exhibits, page 70

7. We note that for several agreements listed in th is exhibit list you note that they are to be
filed by amendment.  Please promptly file  all missing agreements with your next
amendment.
 Financial Statements for the Period Ended September 30, 2011

1.  Summary of Significant Accounting Policies, page F-26

8. Please disclose your accounting policy for “pre paid expenses and ot her current assets”
and “other assets.”  Disclose the nature of the items included in these line items and to the extent any of the items included in “prepaid expenses and other current assets” and “other
assets” exceeds 5% of the current assets and total assets, respectively, separately quantify
it in accordance with Rule 5-02 of Regulation S-X.

Keith Murphy Organovo Holdings, Inc.  March 13, 2012 Page 3

9. You state on page 25 that you have collaborati ve research agreements with Pfizer and
Unither and will seek to enter additional coll aborations.  You also disclose on page F-10
that you recognize revenues from collaboration agreements.  Please disclose all of your
collaboration agreements as  required under ASC 808-10-50.
 7.  Licensing Agreements, page F-35

10. Please disclose the amount of prior patent co sts you are required to  reimburse, the gross
carrying amount and accumulated  amortization of the license  agreements, the aggregate
amortization expense for the periods pres ented, the weighted average amortization
period, and the estimated aggregate amortizati on expense for each of the five succeeding
fiscal years.  Refer to ASC 350-30-50.
 Unaudited Pro Forma Condensed Combined Balance Sheet, page F-41

11. Please disclose the terms that require the warran ts to be classified as a liability and the
assumptions used to determin e the value of the warrants.
 Notes to Unaudited Pro Forma Combined Financial Statements, page F-44

12. Please ensure that the disclosures provid ed on page F-45 are complete and include
appropriate dates.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 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 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 federa l securities laws of  the United States.

Keith Murphy Organovo Holdings, Inc.  March 13, 2012 Page 4

 You may contact Keira Ino at 202-551-3659 or Gustavo Rodriguez at 202-551-3752 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Michael Rosenthall at 202-551-3674, Jenni fer Riegel at 202-551-3575 or me at 202-551-
3715 with any other questions.
Sincerely,
   /s/ Jennifer Riegel for     Jeffrey Riedler
Assistant Director

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REAL ESTATE RESTORATION AND RENTAL, INC.

710 WELLINGHAM DRIVE

DURHAM, NC 27713

(919) 656-8646

May 11, 2011

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:

Real Estate Restoration and Rental, Inc.

File No. 333-169928

Dear Sir/Madam:

Request is hereby made for the acceleration of the effective date of our Registration Statement on Form S-1, File No. 333-169928, to 4:00 P.M. on Friday, May 13, 2011 or as soon as practicable thereafter.

The Company acknowledges 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.

Very truly yours,

REALS ESTATE RESTORATION AND RENTAL, INC.

By:     /s/ Deborah Lovig

Deborah Lovig

President

Principal Executive Officer

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May 6, 2011

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, DC 20549-4631

Re:  Real Estate Restoration and Rental, Inc.

        Registration Statement on Form S-1

        Amendment No. 5 Filed May 2, 2011

        File No. 333-169928

Dear Mr. Kluck:

We represent Real Estate Restoration and Rental, Inc. (“Real Estate Restoration” or, the “Company,” “we,” “us,” or “our”).  By letter dated May 5, 2011 the staff (the “Staff,” “you,” or “your”) of the United States Securities & Exchange Commission (the “Commission”) provided the Company with its comments on the Company’s Registration Statement (the “Registration Statement”) on Form S-1 filed on May 2, 2011. We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments.  For your convenience, the questions are listed below, followed by the Company’s response.

Management’s Discussion and Analysis of Financial Condition….page 16

Plan of Operations, page 16

1.

 We note you indicate if it becomes necessary to raise additional capital you may approach one or more of your property management services clients to establish strategic funding partnerships. Please revise to clarify.

Response: The Company has revised the disclosure to indicate they may approach any clients that they may have at the time of the private placement

The Company acknowledges 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.

Very truly yours,

ANSLOW & JACLIN, LLP

By: /s/Gregg E. Jaclin

      Gregg E. Jaclin

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

       DIVISION OF
CORPORATION FINANCE

         May 5, 2011
 Ms. Deborah Lovig President, Chief Executive Officer, Chief Financial Officer
710 Wellingham Drive
Durham, North Carolina 27713

Re: Real Estate Restoration and Rental, Inc.
 Registration Statement on Form S -1
 Amendment No. 5  Filed  May 2, 2011
 File No. 333 -169928
 Dear Ms. Lovig :

We have reviewed your registration statement  and have the following comment . Please
respond to this letter by amending your registration statement and providing the requested information. If you do not be lieve 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 informatio n you
provide in response to this comment , we may have additional comments.

Management’s Discussion and Analysis of Financial Condition…, page 16
 Plan of Operations, page 16
1. We note you indicate if it becomes necessary to raise additional capital you may
approach one or more of your pr operty management services clients to establish strategic
funding partnerships.  Please revise to clarify.
 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 inf ormation the Securities Act of 1933 and
all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosur es they have made.
 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company acknowledging that:

Ms. Deborah Lovig
Real Estate Restoration and Rental, Inc.
May 5 , 2011
Page 2

• 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
declarin g 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.
 Please contact Sandra B. Hunter at (202) 551 -3758 or me at (202) 551 -3233 with any
questions.
Sincerely,

        Tom Kluck
        Branch Chief

cc:  Gregg E. Jaclin, Esq. Anslow & Jaclin, LLP
Via facsimile : (732) 577- 1188

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May 2, 2011

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, DC 20549-4631

Re:
Real Estate Restoration and Rental, Inc.

Amendment No. 4 to Registration Statement on Form S-1

Filed April 7, 2011

File No. 333-169928

Dear Mr. Kluck,

We represent Real Estate Restoration and Rental, Inc. (“Real Estate Restoration” or, the “Company,” “we,” “us,” or “our”).  By letter dated April 26, 2011 the staff (the “Staff,” “you,” or “your”) of the United States Securities & Exchange Commission (the “Commission”) provided the Company with its comments on the Company’s Registration Statement (the “Registration Statement”) on Form S-1 filed on April 7, 2011. We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments.  For your convenience, the questions are listed below, followed by the Company’s response.

Management’s Discussion and Analysis of Financial Condition…, page 16

Plan of Operations, page 16

1.

We note you indicate that you have not entered into any contracts to provide renovation and management services and that you also have not identified any real estate developers or hedge funds.  Given that your Company was established in December 2009 to provide renovation and management services, please tell us how likely it is that you will have three vacation homes under management and available for rent during May to August 2011.  Please amend your Plan of Operations as necessary.

Response: The Company has updated its Plan of Operations to indicate that management has had meetings with potential partners; however, the majority of management’s time has been focused on our Registration Statement which has slowed its business progress. Therefore, the Company has included disclosure indicating it that it is unlikely to have vacation homes under management until August 2011.

2.

We note your licensing agreement with Madison Energy Group that allows you to sell Frigitek products.  Please update your disclosure to indicate if you have sold any Frigitek products.

Response: The Company has updated the disclosure to indicate3 that no Frigitek products have been sold to date.

3.

We note you indicate if it becomes necessary to raise additional capital you may approach one or more of your property management services clients to establish strategic funding partnerships. Please revise to clarify.

Response: The Company has revised the disclosure to indicate that if additional capital is required, the Company may conduct a private offering of its common stock and may approach some current or prospective property management clients to participate. However,  at this time the Company has no definitive plans to conduct a private placement of common stock.

Very truly yours,

ANSLOW & JACLIN, LLP

By: /s/Gregg E. Jaclin

      Gregg E. Jaclin

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

       DIVISION OF
CORPORATION FINANCE
         April 26, 2011
 Ms. Deborah Lovig President, Chief Executive Officer, Chief Financial Officer 710 Wellingham Drive Durham, North Carolina 27713

Re: Real Estate Restoration and Rental, Inc.   Amendment No. 4 to Registra tion Statement on Form S-1
 Filed April 7, 2011  File No. 333-169928

Dear Ms. Lovig:

We have reviewed your registration statemen t 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 appropria te, please tell us why in your response.
After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.
Management’s Discussion and Analys is of Financial Condition…, page 16

Plan of Operations, page 16
1. We note you indicate that you have not entere d into any contracts to provide renovation
and management services and that you also ha ve not identified any re al estate developers
or hedge funds.  Given that your Company wa s established in December 2009 to provide
renovation and management services, please tell  us how likely it is that you will have
three vacation homes under management and available for rent during May to August
2011.  Please amend your Plan of Operations as necessary.
2. We note your licensing agreement with Madi son Energy Group that allows you to sell
Frigitek products.  Please update your disclosu re to indicate if you ha ve sold any Frigitek
products.

Ms. Deborah Lovig
Real Estate Restoration and Rental, Inc. April 26, 2011
Page 2

3. We note you indicate if it becomes necessa ry to raise additional capital you may
approach one or more of your property manageme nt services clients to  establish strategic
funding partnerships.  Please revise to clarify.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require. Si nce the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration. We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement. Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Bill Demarest at (202) 551-3432 or Eric McPhee at (202) 551-3693 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Sandra B. Hunter, Atto rney-Advisor, at (202) 551-3758 or me at (202) 551-3233 with
any other questions.
Sincerely,

Tom Kluck
        B r a n c h  C h i e f

April 6, 2011

Ms. Deborah Lovig President, Chief Executive Officer, Chief Financial Officer
Real Estate Restoration and Rental, Inc.
710 Wellingham Drive
Durham, North Carolina  27713

Re: Real Estate Restoration and Rental, Inc.
 Amendment No. 3 to Registration Statement on Form S -1
 Filed March 16, 2011
 File No. 333 -169928
 Dear Ms. Lovig :

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 s tatement 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 registrati on statement and the information you
provide in response to these comments, we may have additional comments.
1. We note you have not revised your prospectus in response to comment 3 of our letter
dated February 25, 2011.  We therefore reissue our prior comment.  We note you provide your prospectus “Subject to Completion” legend on the cover page of your registration statement.  Please revise to provide your prospectus “Subject to Completion” legend on the outside front cover page of the  prospectus.  Please refer to Item 501(b)(10) of
Regulation S -K. Prospectus Cover Page
2. We note your response to comment 5 of our letter dated February 25, 2011 in which you have filed your agreement with Europa Capital Investments as an Exhibit .  We further
note that the agreement is signed by Peter Coker, Managing Director for Europa Capital Investments.  Please tell us whether Peter Coker is related to James Coker, Secretary and Director of Real Estate Restoration and Rental.  If true, please revise your disclosure to
include this information.  Description of Business, page 13

                               Deborah Lovig                                Real Estate Restoration and Rental, Inc.
                               April 6 , 2011
                               Page 2

Management’s Discussion and Analysis of Financial Condition…, page 16
3. We note your response to comment 14 of our letter dated February 25, 2011 in which you have revised your disclosure.  We further note you indicate that you plan to sign contracts to provide renovation and management services with two real estate developers and one hedge fund.  Please revise your disclosure to clarify whether you have located two real estate d evelopers and one hedge fund interested in contracting with you for your services.  Plan of Operations, page 16
4. We note your response to comment 19 of our letter dated February 25, 2011.  We further note you indica te on page 18 that Mr. Coker has recently been involved in real estate
development of rental properties in the Philadelphia area.  Please expand your disclosure to describe Mr. Coker’s involvement in real estate development and the nature of his responsibi lity undertaken.  Please also revise to clarify whether Mr. Coker is self -
employed with respect to his real estate development endeavors in Philadelphia or whether he is working for an organization.  Directors, Executive Officers, Promoters and Control Persons, page 17
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 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please 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  reques ts 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

                               Deborah Lovig                                Real Estate Restoration and Rental, Inc.
                               April 6 , 2011
                               Page 3

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 d ate of the
registration statement.
 You may contact  William Demarest at (202) 551 -3432 or Eric McPhee at (202) 551- 3693
if you have questions regarding comments on the financial statements and related matters.  Please contact Sandra B. Hunter , Attorney -Advisor, at (202) 551- 3758 or me at (202) 551 -3233
with any other questions.
Sincerely,

        Tom Kluck
        Branch Chief

cc:  Gregg E. Jaclin, Esq.
 Anslow & Jaclin, LLP
Via facsimile : (732) 577- 1188

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April 7, 2011

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, DC 20549-4631

Re:  Real Estate Restoration and Rental, Inc.

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

        Filed March 16, 2011

        File No. 333-169928

Dear Mr. Kluck,

We represent Real Estate Restoration and Rental, Inc. (“Real Estate Restoration” or, the “Company,” “we,” “us,” or “our”).  By letter dated April 6, 2011 the staff (the “Staff,” “you,” or “your”) of the United States Securities & Exchange Commission (the “Commission”) provided the Company with its comments on the Company’s Registration Statement (the “Registration Statement”) on Form S-1 filed on March 16, 2011. We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments.  For your convenience, the questions are listed below, followed by the Company’s response.

Prospectus Cover Page

1.

We note you have not revised your prospectus in response to comment 3 of our letter dated February 25, 2011.  We therefore reissue our prior comment.  We note you provide your prospectus “Subject to Completion” legend on the cover page of your registration statement.  Please revise to provide your prospectus “Subject to Completion” legend on the outside front cover page of the prospectus.  Please refer to Item 501(b)(10) of Regulation S-K.

Response: The “Subject to Completion” legend has been included on the outside front cover page of the prospectus.

Description of Business, page 13

2.

We note your response to comment 5 of our letter dated February 25, 2011 in which you have filed your agreement with Europa Capital Investments as an Exhibit.  We further note that the agreement is signed by Peter Coker, Managing Director for Europa Capital Investments.  Please tell us whether Peter Coker is related to James Coker, Secretary and Director of Real Estate Restoration and Rental.  If true, please revise your disclosure to include this information.

Response: The Company has added disclosure indicating Peter Coker is the uncle of James Coker.

Management’s Discussion and Analysis of Financial Condition…..page 16

Plan of Operations, page 16

3.

We note your response to comment 14 of our letter dated February 25, 2011 in which you have revised your disclosure.  We further note you indicate that you plan to sign contracts to provide renovation and management services with two real estate developers and one hedge fund.  Please revise your disclosure to clarify whether you have located two real estate developers and one hedge fund interested in contracting with you for your services.

Response: The Company has disclosed that it has not yet identified a real estate developer or hedge fund.

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

4.

We note your response to comment 19 of our letter dated February 25, 2011.  We further note you indicate on page 18 that Mr. Coker has recently been involved in real estate development of rental properties in the Philadelphia area.  Please expand your disclosure to describe Mr. Coker’s involvement in real estate development and the nature of his responsibility undertaken.  Please also revise to clarify whether Mr. Coker is self-employed with respect to his real estate development endeavors in Philadelphia or whether he is working for an organization.

Response: Disclosure has been added indicting Mr. Coker purchased and renovated homes on his own which were subsequently rented and that he worked independently and not with an organization.

Very truly yours,

ANSLOW & JACLIN, LLP

By: /s/Gregg E. Jaclin

      Gregg E. Jaclin

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March 15, 2011

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, DC 20549-4631

Re:
Real Estate Restoration and Rental, Inc.

Amendment No. 2 to Registration Statement on Form S-l Filed

February 4, 2011 File No. 333-169928

Dear Mr. Kluck,

We represent Real Estate Restoration and Rental, Inc. (“Real Estate Restoration” or, the “Company,” “we,” “us,” or “our”).  By letter dated February 25, 2011 the staff (the “Staff,” “you,” or “your”) of the United States Securities & Exchange Commission (the “Commission”) provided the Company with its comments on the Company’s Registration Statement (the “Registration Statement”) on Form S-1 filed on February 4, 2011. We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments.  For your convenience, the questions are listed below, followed by the Company’s response.

General

1.

We note your response to comment 3 of our letter dated December 28, 2010 and we re­issue that comment in part. Please include disclosure on the cover page of the prospectus that the selling shareholders may be deemed underwriters.

Response: The Company has added disclosure stating that the selling shareholders may be deemed underwriters.

2.

We note your responses to comment 4 of our letter dated December 28, 2010 and comment 5 of our letter dated November 10, 2010, and we reissue those comments in part. Please provide us with highlighted copies of any reports on which you rely. Alternatively, please file consents for the parties providing this information as exhibits to the registration statement. As an example, we note you cite the Mortgage Bankers Association and First American Real Estate Solutions on page 14.

Response: The disclosure citing the Mortgage Bankers Association and First American Real Estate Solutions has been removed.

Prospectus Cover Page

3.

We note you provide your prospectus "Subject to Completion" legend on the cover page of your registration statement. Please revise to provide your prospectus "Subject to Completion" legend on the outside front cover page of the prospectus. Please refer to Item 501(b)(10) of Regulation S-K.

Response: The “Subject to Completion” legend has been inserted on the outside front cover page of the prospectus.

Prospectus Summary, page 1

4.

We note your response to comment 7 of our letter dated December 28, 2010 and we reissue that comment. We note on page 2 that you provide a cross-reference to the Risk Factors and you indicate that they begin on page 7. We further note that the Risk Factors begin on page 4. Please revise accordingly.

Response: The cross reference to the Risk Factors has been revised to indicate Page “4”.

1

Description of Business, page 13

5.

We note you indicate in Note 3, "Commitments," on page F-9, and Note 4, "Commitments," on page F-8, that your Company entered into a consulting agreement on February 16, 2010, to receive administrative and other miscellaneous services for which you are required to pay $5,000 a month. Within this section, please identify the party with whom you have entered into the consulting agreement and provide details as to the agreement. Please also file this agreement as an Exhibit or explain why you are not required to do so.

Response: The Company has provided disclosure of its agreement with Europa Capital and has filed a copy of the agreement as exhibit 10.2.

6.

We note you indicate that you will also explore business opportunities in other fields. Please clarify what business opportunities in other fields you intend to explore beyond providing rental management services to large real estate development firms and hedge funds and attempting to obtain green energy solutions.

Response: The Company has deleted the disclosure regarding exploring other business opportunities.

7.

We note you indicate on page 13 that your Company will seek to acquire access to commercial/industrial level solutions such as Frigitex and that you are working with Madison Energy Group on an exclusive licensing agreement for the sale of Frigitek products. We further note you indicate on page 16 that you currently have a licensing agreement with Madison Energy Group that allows you to sell Frigitek products. Please revise to clarify.

Response: The Company has revised the language discussing its relationship with Madison Energy Group.

8.

We note your response to comment 22 of our letter dated December 28, 2010 in which you describe the license agreement you entered into with Madison Energy Group, LLC. We further note the disclosure on page F-10 that you entered into a 10-year patent license agreement for $30,000 and royalty payments of 14% of net sales. Please revise your Description of Business section to describe your license agreement with Madison Energy Group, LLC, and any other licenses, patents, trademarks or royalty agreements you have. Please refer to Item 101(h)(4)(vii) of Regulation S-K.

Response: The Company has revised the disclosure and has indicated that there are no other licenses, patents, trademarks or royalty agreements in place.

Employees, page 14

9.

We note your response to comment 19 of our letter dated December 28, 2010 in which you indicate that you are not renovating any properties. Given that you are not renovating any properties, please revise to clarify what general contracting work Ms. Lovig is currently devoting 30 hours per week to.

Response: The disclosure regarding general contracting has been removed.

2

Competition, page 15

10.

We note you indicate on page 15 that you will be able to compete with your competition based on different factors, including price differentiation and marketing. Please revise to clarify that there is no guarantee that you will be able to compete with your competition.

Response: The Company has revised the competition section to include language stating there is no guarantee that it will be able to compete with its competition.

11.

We note you indicate on page 15 that as of the date of this registration statement you had a total of 45 holders of your common stock. We further note you indicate on page II-3 that you have not issued or sold securities other than to Ms. Lovig and to 35 investors through your Regulation D, Rule 506 private offering completed on June 8, 2010. Please revise to clarify or explain.

Response: The disclosure has been revised to reflect 35 investors.

Management's Discussion and Analysis of Financial Condition.... page 16

Plan of Operations, page 16

12.

We note you indicate you plan to sign contracts with two real estate developers and one hedge fund during your first 12 months. Please revise to define what you mean by your "first 12 months."

Response: The Company has revised the disclosure to state the first 12 months after the registration statement is declared effective.

13.

We note your response to comment 24 of our letter dated December 28, 2010. Please expand to discuss in greater detail your company's plan of operations for the next 12 months and whether your company has sufficient funds to support operations for the next 12 months. Please provide greater details of your specific plan of operations, including detailed milestones, the anticipated time frame for beginning and completing each milestone, the estimated expenses associated with each milestone and the expected sources of such funding. Please explain how the company intends to meet each of the milestones if it cannot receive funding.

Response: The Company has added disclosure of its plans to initiate direct contact with potential clients and added the estimate expenses.

14.

We note your response to comment 20 of our letter dated December 28, 2010 in which you indicate you have not entered into any contracts with real estate developers or hedge funds to act as a property manager or to provide services such as renovation and rental management. We further note your goal of having three vacation homes under management and available for rent during the summer 2011 high season, and your goal of adding another 10 to 12 homes under management for the summer 2012 high season. Please expand your company's plan of operations to provide specific details as to how you plan to reach these goals.

Responses: The Company has revised its plan of operation detailing its plan to complete restoration work in 2011 and to increase its marketing budget in January 2012.

3

15.

We note you indicate that you plan to sign at least one reseller agreement with a manufacturer of LED lighting systems within the first six months of operation. Please revise to define what you mean by the "first six months of operation."

Response: The disclosure has been updated to reflect “6 months after this registration statement is declared effective.”

16.

W e note you indicate that you expect to realize returns from green energy solutions in the next 12 months. Please revise to provide greater details as to how you expect to realize returns from green energy solutions in the next 12 months.

Response: The Company has removed this disclosure.

Capital Resources and Liquidity, page 16 and page 17

17.

We note your response to comment 25 of our letter dated December 28, 2010 in which you indicate you believe the cash on hand should allow the Company to operate at least six months into 2011 given the current burn rate. Your disclosure on page 16 and 17 indicates that you have sufficient capital to continue operations into 2011. Please revise your disclosure to clarify what you mean by "into 2011."

Response: The Company has revised to include the 3rd quarter of 2011.

18.

We note your response to comment 26 of our letter dated December 28, 2010 and we reissue our comment. Given your auditor's going concern opinion, please revise your disclosure to be more specific concerning the sources of your liquidity for the next 12 months.

Response: The Company has indicated it has sufficient capital to continue operation through the 3rd quarter of 2011.

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

19.

We note you indicate that Mr. Coker has been involved in "creating new rental properties." Please revise to clarify what you mean by this.

Response: The disclosure has been removed.

Where you can find Additional Information, page 20

20.

We note you indicate that the SEC maintains information for electronic filers at its website. Please revise to clarify that the SEC maintains an Internet site that contains reports and other information regarding issuers that file electronically with the Commission. Please refer to Item 101(h)(5)(iii) of Regulation S-K.

Response: The disclosure has been revised to clarify that the SEC maintains an internet site that contains reports and other information that regarding issuers that file electronically with the Commission.

Executive Compensation, page 18

21.

We note you provide compensation information for the period ended June 30, 2010. Please update this information to indicate whether Ms. Lovig or Mr. Coker have received any compensation since June 30, 2010.

Response: The disclosure has been revised to indicate that neither Ms. Lovig nor Mr. Coker have received any compensation since June 30, 2010.

4

Item 15. Recent Sales of Unregistered Securities, page II-1

22.

We note you indicate on page II-3 that none of the investors, other than James Coker and Sally Lovig are affiliated with any of your directors, officers or promoters or any beneficial owner of 10% or more of your securities. We further note you indicate on page 10 that Peggy Coker is the aunt of James Coker, your Secretary and Director. Please reconcile.

Response: The footnotes have been corrected to conform to the selling shareholder table.

Very truly yours,

ANSLOW & JACLIN, LLP

By: /s/Gregg E. Jaclin

      Gregg E. Jaclin

5

February 25, 2011

Ms. Deborah Lovig President, Chief Executive Officer, Chief Financial Officer
Real Estate Restoration and Rental, Inc.
710 Wellingham Drive
Durham, North Carolina  27713

Re: Real Estate Restoration and Rental, Inc.
 Amendment No. 2 to Registration Statement on Form S -1
 Filed February 4, 2011
 File No. 333 -169928
 Dear Ms. Lovig :

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, w e may have additional comments.
1. We note your response to comment 3 of our letter dated December 28, 2010 and we re -
issue that comment in part.  Please include disclosure on the cover page of the prospectus that the selling shareholders may be deemed underwriters.
General
2. We note your responses to comment 4 of our letter dated Dec ember 28, 2010 and
comment 5 of our letter dated November 10, 2010, and we reissue those comments in part.  Please provide us with highlighted copies of any reports on which you rely.  Alternatively, please file consents for the parties providing this info rmation as exhibits to
the registration statement.  As an example, we note you cite the Mortgage Bankers Association and First American Real Estate Solutions on page 14.
3. We note you provide your prospectus “Subject to Completion” lege nd on the cover page
of your registration statement.  Please revise to provide your prospectus “Subject to Completion” legend on the outside front cover page of the prospectus.  Please refer to Prospectus Cover Page

                               Deborah Lovig                                Real Estate Restoration and Rental, Inc.
                               February 25, 2011
                               Page 2

Item 501(b)(10) of Regulation S -K.
4. We note  your response to comment 7 of our letter dated December 28, 2010 and we
reissue that comment.  We note on page 2 that you provide a cross -reference to the Risk
Factors and you indicate that they begin on page 7.  We further note that the Risk Fac tors
begin on page 4.  Please revise accordingly.  Prospectus Summary, page 1
5. We note you indicate in Note 3, “Commitments,” on page F -9, and Note 4,
“Commitments,” on page F -8, that your Company entered into a consulting agreement on
February 16, 2010, to receive administrative and other miscellaneous services for which you are required to pay $5,000 a month.  Within this section, please identify the party with whom you have entered into the consulting agreement and provide details as to the
agreement .  Please also file this agreement as an Exhibit or explain why you are not
required to do so.   Description of Business, page 13
6. We note you indicate that you will also explore business opportunities in other fields.
Please clarify what business opportunities in other fields you intend to explore beyond providing rental management services to large real estate development firms and hedge funds and attempting to obtain green energy solutions.
7. We note you indicate on page 13 that your Company will seek to acquire access to commercial/indus trial level solutions such as Frigitex and that you are working with
Madison Energy Group on an exclusive licensing agreement for the sale of Frigitek products.  We further note you indicate on page 16 that you currently have a licensing agreement with Mad ison Energy Group that allows you to sell Frigitek products.  Please
revise to clarify.
8. We note your response to comment 22 of our letter dated December 28, 2010 in which you describe the license agreement you entered into with Madison Energy Group, LLC.  We further note the disclosure on page F -10 that you entered into a 10 -year patent license
agreement for $30,000 and royalty payments of 14% of net sales.  Please revise your Description of Business section to describe your license agreement with Madison E nergy
Group, LLC, and any other licenses, patents, trademarks or royalty agreements you have.  Please refer to Item 101(h)(4)(vii) of Regulation S -K.
9. We note your response to comment 19 of our letter dated December 28, 2010 in which you indicate that you are not renovating any properties.  Given that you are not renovating any properties, please revise to clarify what general contracting work Ms. Lovig is currently devoting 30 hours per week to.
Employees, page 14

                               Deborah Lovig                                Real Estate Restoration and Rental, Inc.
                               February 25, 2011
                               Page 3

10. We note you indicate on page 15 that you will be able to compete with your competition based on different factors, including price differentiation and marketing.  Please revise to clarify that there is no guarantee that you will be able to compete with your competition.  Competition, page 15
11. We not e you indicate on page 15 that as of the date of this registration statement you had
a total of 45 holders of your common stock.  We further note you indicate on page II -3
that you have not issued or sold securities other than to Ms. Lovig and to 35 invest ors
through your Regulation D, Rule 506 private offering completed on June 8, 2010.  Please revise to clarify or explain.
Management’s Discussion and Analysis of Financial Condition…, page 16
12. We note you indicate you plan to sig n contracts with two real estate developers and one
hedge fund during your first 12 months.  Please revise to define what you mean by your “first 12 months.”  Plan of Operations, page 16
13. We note your response to comment 24 of our letter dated December 28, 2010.  Please expand to discuss in greater detail your company’s plan of operations for the next 12 months and whether your company has sufficient funds to support operations for the next 12 months.  Please provide greater details of your specific plan of operations, including detaile d milestones, the anticipated time frame for beginning and completing each
milestone, the estimated expenses associated with each milestone and the expected sources of such funding.  Please explain how the company intends to meet each of the milestones if it cannot receive funding.
 14. We note your response to comment 20 of our letter dated December 28, 2010 in which you indicate you have not entered into any contracts with real estate developers or hedge funds to act as a property manager or to provide servic es such as renovation and rental
management.  We further note your goal of having three vacation homes under management and available for rent during the summer 2011 high season, and your goal of adding another 10 to 12 homes under management for the summe r 2012 high season.
Please expand your company’s plan of operations to provide specific details as to how you plan to reach these goals.
 15. We note you indicate that you plan to sign at least one reseller agreement with a manufacturer of LED lighting system s within the first six months of operation.  Please
revise to define what you mean by the “first six months of operation.”

16. We note you indicate that you expect to realize returns from green energy solutions in the next 12 months.  Please revise to provide  greater details as to how you expect to realize
returns from green energy solutions in the next 12 months.

                               Deborah Lovig                                Real Estate Restoration and Rental, Inc.
                               February 25, 2011
                               Page 4

 Capital Resources and Liquidity, page 16 and page 17
17. We note your response to comment 25 of our letter dated December 28, 2010 in which you indicat e you believe the cash on hand should allow the Company to operate at least
six months into 2011 given the current burn rate.  Your disclosure on page 16 and 17 indicates that you have sufficient capital to continue operations into 2011.  Please revise your disclosure to clarify what you mean by “into 2011.”

18. We note your response to comment 26 of our letter dated December 28, 2010 and we reissue our comment.  Given your auditor’s going concern opinion, please revise your disclosure to be more specific conc erning the sources of your liquidity for the next 12
months.

 Directors, Executive Officers, Promoters and Control Persons, page 17
19. We note you indicate that Mr. Coker has been involved in “creating new rental properties.”  Please revise to clarify what  you mean by this.
20. We note you indicate that the SEC maintains information for electronic filers at its website.  Please revise to clarify that the SEC maintains an Internet site that contains reports and other information regarding issuers that file electronically with the Commission.  Please refer to Item 101(h)(5)(iii) of Regulation S -K. Where you can find A dditional Information, page 20
21. We note you provide compensation information for the period ended June 30, 2010.  Please update this information to indicate whether Ms. Lovig or Mr. Coker have received any compensation since June 30, 2010.   Executive Compensation, page 18
22. We note you indicate on page II -3 that none of the investors, other than James Coker and
Sally Lovig are affiliated with any of your directors, officers or promoters or any beneficial owner of 10% or more of your securities.  We further note you indicate on page 10 that Peggy Coker is the aunt of James Coker, your Secretary and Director.  Please reconcile.  Item 15. Recent Sales of Unregistered Securities, page II -1
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 1933 and all applicable Securities Act rules r equire. 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.

                               Deborah Lovig                                Real Estate Restoration and Rental, Inc.
                               February 25, 2011
                               Page 5

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration 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 d oes 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 responsib ility 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.
 Please contact  Sandra B. Hunter at (202) 551- 3758 or me at (202) 551 -3233 with any
questions.
Sincerely,

        Tom Kluck
        Branch Chief

cc:  Gregg E. Jaclin, Esq.
 Anslow & Jaclin, LLP
Via facsimile : (732) 577- 1188

CORRESP
1
filename1.htm

    seccorr020211_realestate.htm

February 2, 2011

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, DC 20549-4631

Re:  Real Estate Restoration and Rental, Inc.

        Registration Statement on Form S-1

        Amendment No. 1 Filed December 7, 2010

        File No. 333-169928

Dear Mr. Kluck,

We represent Real Estate Restoration and Rental, Inc. (“Real Estate Restoration” or, the “Company,” “we,” “us,” or “our”).  By letter dated December 28, 2010 the staff (the “Staff,” “you,” or “your”) of the United States Securities & Exchange Commission (the “Commission”) provided the Company with its comments on the Company’s Registration Statement (the “Registration Statement”) on Form S-1 filed on November 7, 2010. We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments.  For your convenience, the questions are listed below, followed by the Company’s response.

General

1.

We note your response to comment 1 in our letter dated November 10, 2010, and we reissue in part our prior comment. Section (a)(2) of Rule 419 defines a blank check company as a company that is issuing penny stock that is “a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity.” In discussing this definition in the adopting release, the Commission stated that it would “scrutinize… offerings for attempts to create the appearance that the registrant …has a specific business plan, in an effort to avoid the application of rule 419.” See Securities Act Release No. 33-6932 (April 28, 1992).

We continue to note that the company has no assets or operations. We also note the disclosure on page 1 that “[you] are also pursuing opportunities in green energy solutions by purchasing green energy companies.” From your disclosure, it is unclear what business will continue after an acquisition and whether there will be a change in control. Therefore, it appears that your purpose may be to engage in an acquisition with other companies. Accordingly, please revise your disclosure throughout your registration statement to comply with Rule 419 of Regulation C or supplementally provide a detailed explanation as to why Rule 419 does not apply to this offering.

1

Answer: The Company does not believe that it needs to comply with Rule 419 since it is not a blank check company because it has a specific business plan and has moved forward with its business operations. Specifically the Company, while in the development stage, is proceeding with its business plan to indentify suitable properties to manage. The Company has taken certain steps in furtherance of this business plan including attempting to meet with real estate development companies and hedge funds regarding the Company’s proposed business operation. The Company has clarified its discussion of its green energy solution which is intended to be used in any of the Companies managed properties. Additionally, the Company has no intention to enter into a change of control transaction with a green energy company. The Company does not believe it is a blank check company as defined in Rule 419 of Regulation C of the Securities Act.  Based upon same the S-1 has not been revised to comply with Rule 419.

2.

We note your response to comment 2 in our letter dated November 10, 2010 that you do not believe that your registration statement should be filed on form S-11. It is unclear from your disclosure in the registration statement and response whether the company will acquire and hold real estate. Please revise to clearly disclose this aspect of your business. Again, if the company intends to acquire and hold real estate, your registration statement should be filed on Form S-11.

Answer: The Company does not believe its registration statement on Form S-11.  The company does not believe it’s operations qualify as a real estate investment trust and also does not believe its business operations fall primarily under the umbrella of acquiring and holding for investment real estate or interests in real estate or interests in other issuers whose business is primarily that of acquiring and holding real estate or interest in real estate for investment. The Company has revised its business plan disclosure to clarify that its intentions are to provide property management services for large real estate development companies and hedge funds that are purchasing foreclosed and distressed vacation and rental properties in North and South Carolina at below-market prices.

3.

We note your response to comment 3 in our letter dated November 10, 2010 and we reissue in part our prior comment. It appears that you are registering this transaction as a resale pursuant to Rule 415 (a)(1)(i) of Regulation C. We note that this registration statement was filed a short period after the selling shareholders had purchased their shares. In light of this factor, please provide us an analysis explaining your basis for relying on Rule 415(a)(1)(i) and concluding that this transaction is not being conducted by or on behalf of the issuer. Refer to Compliance and Disclosure Interpretations, Securities Act Rules, Question 612.09. In addition, please include disclosure on the cover page of the prospectus and in the distribution section that the selling shareholders may be deemed underwriters.

Answer: The selling shareholders bought common shares for their own investment purposes and not on behalf of the Company.  The selling shareholders shares are being registered because there is currently no market for the shares.  None of the shareholders are affiliates of any officer or director and are not acting On behalf of the Company.

2

4.

We note your response to comment 5 of our letter dated November 10, 2010, and we reissue that comment. Please provide us with highlighted copies of any reports on which you rely. Alternatively, please file consents for the parties providing this information as exhibits to the registration statement. As an example, we note you cite the Mortgage Bankers Association, First American Real Estate Solutions and professional Realtors on page 13. In addition, please revise to identify who or what “professional Realtors” is. Please also identify whether the information provided to you by “professional Realtors” is publicly available or whether it was prepared for you.

Prospectus Summary, page 1

5.

Please explain the revised disclosure on page 1 that “[you] have not yet acquired any properties…” Does the company intend to acquire properties?

Answer: The Company has removed the disclosure. The Company does not intend to acquire properties.

6.

We note your revised disclosure on page 1 that “[y]our activities to date have been investigative in nature and [you] are identifying prospects and evaluating their revenue potentials.” Please explain this statement and describe these activities in greater detail in the business section. For example, have you been investigating, identifying or evaluating potential business acquisitions or properties?

Answer: The Company has revised the disclosure to indicate that they are identifying strategic developer and hedge fund prospects and evaluating revenue potential for the renovation, management and rental services we provide

7.

We note on page 2 that you provide a cross-reference to the Risk Factors and you indicate that they begin on page 7. We further note that the Risk Factors begin on page 4. Please revise accordingly.

Answer: We have updated the disclosure to indicate the Risk Factors begin on page 4.

Risk Factors, page 4

“Our auditor has expressed substantial doubt as to our ability to continue…” page 4

8.

We note you indicate that if you cannot obtain sufficient funding you may have to delay the implementation of your business strategy. Please revise to also indicate the risk that you may have to cease operations if you are unable to obtain sufficient funding.

3

Answer: The Risk Factor has been revised to include the disclosure the Company may cease operations if it is unable to obtain sufficient funding.

“We have limited operating history and face many of the risks…” page 4

9.

We note you indicate that there is no assurance that management of the company will be successful in completing the company’s business development with lenders. Please clarify.

Answer: The Company has updated the disclosure to indicate it may not be able to implement its business plan with large real estate companies or hedge funds.

“We currently have no revenues.” page 4

10.

We note you indicate that you have sustained net losses of $37,925 for the period from inception through June 30, 2010. We further note that your unaudited Condensed Statements of Operations on page F-13 indicates that you have sustained net losses of $63,646 for the period from inception through September 30, 2010. Therefore, please update this risk factor to indicate your net losses through September 30, 2010.

Answer: The risk factor has been updated to indicate the Company’s net losses through September 30, 2010 are $63,646.

“Foreclosure laws in North and South Carolina may affect the manner in which..” page 5

11.

This risk factor appears to state a general risk or generic facts about your business. Please revise to clarify how this risk is specific to your company or revise to remove this risk factor.

Answer: The Company has updated the risk factor to provide the specific risk affecting the Company’s business opportunities.

“Uncertainty in the governmental sector may result in creation of new support... ” page 5

12.

We note that you have not expanded this risk factor to clarify how falling interest rates or mortgage assistance to holders at risk of foreclosure could adversely affect the company’s business. Therefore, we reissue comment 16 in letter dated November 10, 2010.

Answer: The Company has removed this risk factor.

4

“We can give no assurance that a liquid public market…” page 8

13.

We note that you refer to a “senior exchange” in this risk factor’s subheading. Please clarify.

Answer: The disclosure has been revised to remove the term “Senior.”

Selling Security Holders, page 9

14.

We note you indicate that the common shares being offered for resale consist of your common stock held by 44 shareholders. We further note the table of shareholders that you provide on page 10 lists less than44 shareholders. Please revise or advise.

Answer: The disclosure has been revised to list 35 shareholders.

15.

It appears that Mr. Coker, one of your officers and directors, has the same last name and may be related to one other selling shareholder listed on page 10. To the extent these shareholders are related, Mr. Coker may be deemed to beneficially own share held by this relative. Please see our Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting Compliance and Disclosure Interpretation 105.05 and revise your table as needed.

Answer: Peggy Coker is James Coker’s aunt. She is 58 and single and lives in Pennsylvania. They do not share beneficial ownership over each of their shares.

Description of Business, page 13

16.

We note you indicated on page 13 that lenders are motivated to sell properties and that below-market value properties represent a significant business opportunity as owners are being forced to sell these properties at bargain prices. Please clarify whether you will continue to attempt to purchase foreclosed properties.

Answer: The Company has revised the disclosure to indicate that the properties represent a business opportunity for large real estate developers and hedge funds. The Company will not attempt to purchase foreclosed properties.

17.

Please revise to explain what you mean by your company’s “portfolio of properties.”

Answer: The Company has removed this disclosure.

18.

We note that you have not disclosed whether your have identified any specific properties for acquisition and the location of those properties. Therefore, we reissue comment 20 in our letter dated November 10, 2010. Please also disclose whether you have identified any specific properties for rental or renovation services.

Answer: The Company does not intend to acquire any properties and has not identified any specific properties for rental or renovation services.

5

19.

We note you indicate on page 14 that Ms. Lovig works 30 hours per week as the general contractor. Please disclose whether you are currently renovating any properties and, if so, the location of any such properties.

Answer: We are not currently renovating any property.

20.

We note you indicate that you have approached larger real estate developers and hedge funds that own or are looking to purchase REO properties. Please indicate whether you have entered into any contracts with real estate developers or hedge funds to act as a property manager or to provide services such as renovation and rental management.

21.

Answer: The Company has not entered into any contracts with real estate developers or hedge funds to act as a property manager or to provide services such as renovation and rental management.

22.

We note you indicate in Note 6 on page F-10 that on September 24, 2010 you entered into an agreement with a third party to purchase the rights of a license. Please discuss any license or royalty agreements that you have and please file them as exhibits or tell us why it is not appropriate.

Answer: This is a License Agreement that was effective on September 24, 2010 between The Madison Energy Group, LLC and Real Estate Restoration and Rental, Inc. The Madison Energy Group, LLC has developed a product called “EnerG2”, which reduces energy consumption and carbon emissions of commercial coolers, and to which Licensor holds various patent and other proprietary rights. Real Estate Restoration and Rental has obtained a nonexclusive worldwide license that will allow Licensee or its assignee to manufacture and/or sell the EnerG2 product or variations of such product. Real Estate Restoration and Rental paid a fee of $30,000.00 this license and it is a ten year agreement. The license agreement is attached as Exhibit 10.1.

23.

We note you indicate on page 15 that you face competition from many individuals and companies seeking to capitalize on the foreclosure boom. Please revise to describe your company’s competitive position in the industry and methods of competition.

Answer: The Company has added disclosure indicating that its competition will be based on different factors including price differentiation and marketing which will be dependent on any agreements we enter into with hedge funds and real estate developers.

6

Management’s Discussion and Analysis of Financial Condition….page 16

24.

We note you have not provided details of your specific plan of operations for the next 12 months, including detailed milestones, the anticipated time frame for beginning and completing each milestone, the estimated expenses associated with each milestone and the expected sources of such funding. Therefore, we reissue comment 25 in our letter dated November 10, 2010.

Answer: The Company has revised the MD&A section to address detailed milestones and estimated expenses.

Capital Resources and Liquidity, page 16 and repeated on page 17

25.

Your disclosure under this heading indicates that you have sufficient capital to continue operations into 2011. This appears to be inconsistent with the going concern issue noted in your auditors’ opinion and your disclosure on pages 4, F-9, and F-19. Please reconcile for us this discrepancy.

Answer: The Company believes that the cash on hand should allow the Company to operate at least 6 months into 2011 given the current burn rate.

26.

We note your response to comment 26 in our letter da

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

       DIVISION OF
CORPORATION FINANCE

        December 28 , 2010
 Ms. Deborah Lovig President, Chief Executive Officer, Chief Financial Officer
710 Wellingham Drive
Durham, North Carolina 27713

Re: Real Estate Restoration and Rental, Inc.
 Registration Statement on Form S -1
 Amendment No. 1 Filed December 7 , 2010
 File No. 333 -169928
 Dear Ms. Lovig :

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

1. We note your response to comment 1 in our letter dated November 10, 2010, and we reissue in part our prior comment.  Section (a)(2) of Rule 419 defines  a blank check
company as a company that is issuing penny stock that is “a development stage company that has no specific business plan or purpose or has indicated that its busine ss plan is to
engage in a merger or acquisition with an unidentified company or companies, or other entity.”  In discussing this definition in the adopting release, the Commission stated that it would “scrutinize … offerings for attempts to create the appe arance that the registrant …
has a specific business plan, in an effort to avoid the application of Rule 419.”  See Securities Act Release No. 33 -6932 (April 28, 1992).   General
 We continue to note that the company has no assets or operations.  We also note the disclosure on page 1 that “[you] are also pursuing opportunities in green energy solutions by purchasing green energy companies.”  From your disclosure, it is unclear what

Ms. Deborah Lovig
Real Estate Restoration and Rental, Inc.
December 28, 2010
Page 2

business will continue after an acquisition and whether there will be a change in control.
Therefore, it appears that your purpose may be to engage in an acquisition with other companies.  Accordingly, please revise your disclosure throughout your registration statement to comply with Rule 419 of Regulation C or supplementally provide a detailed explanation as to why Rule 419 does not apply to this offering.

2. We note your response to comment 2 in our letter dated November 10, 2010 that you do
not believe that your registration statement should be filed on Form S -11.  It is unclear
from your disclosure in the registration statement and response whether the company will
acquire and hold real estate.  Please revise to clearly disclose this aspect of your business.  Again, if the company intends to acquire and hold real estate, your registra tion statement
should be filed on Form S -11.

3. We note your response to comment 3 in our letter dated November 10, 2010 and we reissue in part our prior comment.  It appears that you are registering this transaction as a resale pursuant to Rule 415(a)(1)( i) of Regulation C.  We note that this registration
statement was filed a short period after the selling shareholders had purchased their shares.   In light of this factor, please provide us an analysis explaining your basis for
relying on Rule 415(a)(1)(i)  and concluding that this transaction is not being conducted
by or on behalf of the issuer.  Refer to Compliance and Disclosure Interpretations, Securities Act Rules, Question 612.09.  In addition, please include disclosure on the cover page of the prospec tus and in the distribution section that the selling shareholders
may be deemed underwriters.
 4. We note your response to comment 5 of our letter dated November 10, 2010, and we reissue that comment.  Please provide us with highlighted copies of any reports  on which
you rely.  Alternatively, please file consents for the parties providing this information as exhibits to the registration statement.  As an example, we note you cite the Mortgage Bankers Association, First American Real Estate Solutions and profe ssional Realtors on
page 13.  In addition, please revise to identify who or what “professional Realtors” is.  Please also identify whether the information provided to you by “professional Realtors” is publicly available or whether it was prepared for you.

Prospectus Summary, page 1
5. Please explain the revised disclosure on page 1 that “[you] have not yet acquired any
properties ….”  Does the company intend to acquire properties?
6. We note your revised disclosure on page 1 that “[y]our activities to date have been investigative in nature and [you]  are identifying prospects and evaluating their revenue
potentials.”  Please explain this statement and describe these activities in greater detail in the business section.  For example, have you been investigating , identifying or evaluating
potential business acquisitions or properties?

Ms. Deborah Lovig
Real Estate Restoration and Rental, Inc.
December 28, 2010
Page 3

7. We note on page 2 that you provide a cross -reference to the Risk Factors and you indicate
that they begin on page 7.  We further note that the Risk Factors begin on page 4.  Plea se
revise accordingly.

 Risk Factors, page 4
  “Our auditor has expressed substantial doubt as to our ability to continue…,” page 4
8. We note you indicate that if you cannot obtain sufficient funding you may have to delay
the implementation of your business  strategy.  Please revise to also indicate the risk that
you may have to cease operations if you are unable to obtain sufficient funding.

  “We have limited operating history and face many of the risks…,” page 4
9. We note you indicate that there is no assur ance that management of the company will be
successful in completing the company’s business development with lenders.  Please clarify.

  “We currently have no revenues,” page 4
10. We note you indicate that you have sustained net losses of $37,925 for the per iod from
inception through June 30, 2010.  We further note that your unaudited Condensed Statements of Operations on page F -13 indicates that you have sustained net losses of
$63,646 for the period from inception through September 30, 2010.  Therefore, ple ase
update this risk factor to indicate your net losses through September 30, 2010.

 “Foreclosure laws in North and South Carolina may affect the manner in which…,” page 5
11. This risk factor appears to state a general risk or generic facts about your business.
Please revise to clarify how this risk is specific to your company  or revise to remove this
risk factor.
12. We note that you have not  expand ed this risk factor to c larify how falling interest rates or
mortgage assistance to holders at risk of foreclosure could adversely affect the company’s business.  Therefore, we reissue comment 16 in letter dated November 10, 2010. “Uncertainty in the governmental sector may result in creation of new support…,” page 5

 “We can give no assurance that a liquid public m arket…,” page 8
13. We note that you refer to a “senior exchange” in this risk factor’s subheading.  Please clarify.

Ms. Deborah Lovig
Real Estate Restoration and Rental, Inc.
December 28, 2010
Page 4

 Selling Security Holders, page 9
14. We note you indicate that the common shares being offered for resale consist of your
common stock held by  44 shareholders.  We further note the table of shareholders that
you provide on page 10 lists less than 44 shareholders.  Please revise or advise.
15. It appears that Mr. Coker, one of your officers and directors, has the same last name and
may be related to  one other selling shareholder listed on page 10.  To the extent these
shareholders are related, Mr. Coker may be deemed to beneficially own shares held by
this relative.  Please see our Exchange Act Sections 13(d) and 13(g) and Regulation 13D -
G Beneficial  Ownership Reporting Compliance and Disclosure Interpretation 105.05 and
revise your table as needed.

 Description of Business , page 13
16. We note you indicate on page 13 that lenders are motivated to sell properties and that
below -market value properti es represent a significant business opportunity as owners are
being forced to sell these properties at bargain prices.  Please clarify whether you will continue to attempt to purchase foreclosed properties.
17. Please revise to explain what you mean by your c ompany’s “portfolio of properties.”

18. We note that you have not  disclose d whether you have identified any specific properties
for acquisition and the location of those properties.  Therefore, we reissue comment 20 in our letter dated November 10, 2010.  Ple ase also disclose whether you have identified
any specific properties for rental or renovation services.

19. We note you indicate on page 14 that Ms. Lovig works 30 hours per week as the general contractor.  Please disclose whether you are currently renovatin g any properties and, if
so, the location of any such properties.

20. We note you indicate that you have approached larger real estate developers and hedge funds that own or are looking to purchase REO properties .  Please indicate whether you
have entered i nto any contracts with real estate developers or hedge funds to act as a
property manager or to provide services such as renovation and rental management.
21. We note you indicate in Note 6 on page F -10 that on September 24, 2010 you entered
into an agreement  with a third party to purchase the rights of a license.  Please discuss
any license or royalty agreements that you have and please file them as exhibits or tell us why it is not appropriate.
 22. We note you indicate on page 15 that you face competition from many individuals and companies seeking to capitalize on the foreclosure boom.  Please revise to describe your company’s competitive position in the industry and methods of competition.

Ms. Deborah Lovig
Real Estate Restoration and Rental, Inc.
December 28, 2010
Page 5

 Management’s Discussion and Analysis of Financial Condition…, page 16
23. We note you have not provided details of your specific plan of operations for the next 12
months, including detailed milestones, the anticipated time frame for beginning and completing each milestone, the estimated expenses associated with each mileston e and
the expected sources of such funding.  Therefore, we reissue comment 25 in our letter dated November 10, 2010.

Capital Resources and Liquidity, page 16 and repeated on page 17
24. Your disclosure under this heading indicates that you have sufficient ca pital to continue
operations into 2011.  This appears to be inconsistent with the going concern issue noted
in your auditors’ opinion and your disclosure on pages 4, F -9, and F -19.  Please reconcile
for us this discrepancy.

25. We note your response to comment 26 in our letter dated November 10, 2010.  We
further note that you indicate in the risk factor “we need additional capital,” on page 4, that you will likely seek additional financing.  Therefore, we reissue the comment.  Given your auditor’s going conce rn opinion, please revise your disclosure to be more specific
concerning the sources of your liquidity for the next 12 months.  For example, if you plan to issue additional equity, you should disclose your plans to do so.  If you plan to incur debt obligat ions, you should disclose whether you have identified any potential lenders.
 26. We note in paragraph five on page 16 you indicate that over the next 12 months you plan to focus primarily on finding institutions willing to lend into this market.  Please revis e to
clarify.

Directors, Executive Officers, Promoters and Control Persons, page 17
27. We note that you have not clarified  which specific experience, qualifications, attributes
and skills led to the conclusion that Ms. Lovig and Mr. Coker should serve as di rectors
for the registrant.  Therefore, we reissue comment 28 in our letter dated November 10,
2010.  Please s ee Item 401(e) of Regulation S -K.

 Item 15. Recent Sales of Unregistered Securities, page II -2
28. We note you indicate that you sold, through a Regulation D Rule 506 private offering,
common stock to 44 investors, and that you set forth the identity of persons to whom you sold these shares on page II -2.  We further note that you do not identify 44 investors in
the table.  Please revise or advise.

Ms. Deborah Lovig
Real Estate Restoration and Rental, Inc.
December 28, 2010
Page 6

 Signatures, page II -5
29. We note you did not indicate the date on which Ms. Lovig signed the registration
statement as Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer.
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 1933 and
all applicable Securities Act rules require. Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please 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 ma y 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.

Ms. Deborah Lovig
Real Estate Restoration and Rental, Inc.
December 28, 2010
Page 7

Please contact Sandra B. Hunter at (202) 551 -3758 or me at (202) 551 -3233 with any
questions.
Sincerely,

        Tom Kluck
        Branch Chief

cc:  Gregg E. Jaclin, Esq. Anslow & Jaclin, LLP
Via facsimile : (732) 577- 1188

CORRESP
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filename1.htm

    seccorr120710_realestate.htm

December 7, 2010

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, DC 20549-4631

Re:  Real Estate Restoration and Rental, Inc.

        Registration Statement on Form S-1

        Filed October 13, 2010

        File No. 333-169928

Dear Mr. Owings,

We represent Real Estate Restoration and Rental, Inc. (“Real Estate Restoration” or, the “Company,” “we,” “us,” or “our”).  By letter dated November 10, 2010 the staff (the “Staff,” “you,” or “your”) of the United States Securities & Exchange Commission (the “Commission”) provided the Company with its comments on the Company’s Registration Statement (the “Registration Statement”) on Form S-1 filed on October 13, 2010. We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments.  For your convenience, the questions are listed below, followed by the Company’s response.

General

1.

Section (a)(2) of Rule 419 defines a blank check company as a company that is issuing penny stock that is “a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity.”  In discussing this definition in the adopting release, the Commission stated that it would “scrutinize…offerings for attempts to create the appearance that the registrant…has a specific business plan, in an effort to avoid the application of Rule 419.”  See Securities Act Release No. 33-6932 (April 28, 1992).

Your disclosure indicates that you are a development stage company with the principal business objective of managing and owning real estate properties.  However, your disclosure shows that you had no assets as of June 30, 2010, other than cash of $141,125 and prepaid expenses of $2,500, no revenues, no operations and no contracts regarding the company’s proposed business.  Furthermore, you are not raising any funds in this offering and have no specific plans to obtain financing.  In addition, the costs of this offering are $41,512.85,  It is uncertain from your disclosure whether the company will be able to implement a business plan based on the amount of its current cash position.  Furthermore, the company lacks a specific plan of operations for the next twelve months.

In view of the foregoing, it appears that your proposed business may be commensurate in scope with the uncertainty ordinarily associated with a blank check company.  Accordingly, please revise your disclosure throughout your registration statement to comply with Rule 419 of Regulation C or supplementally provide a detailed explanation as to why Rule 419 does not apply to this offering.  If you believe you do not fall within the definition of a blank check company, appropriate disclosure to demonstrate your status as a non-blank check company should be included in the prospectus as well as a specific business plan.  We offer the following comments to help you revise your disclosure.

Answer:  The Company does not believe that it needs to comply with Rule 419 since it is not a blank check company because it has a specific business plan and has moved forward with its business operations. Specifically the Company, while in the development stage, is proceeding with its business plan to indentify suitable properties to manage. The Company has taken certain steps in furtherance of this business plan including attempting to meet with real estate development companies and hedge funds regarding the Company’s proposed business operation. Since the Company has a specific business purpose and has taken steps in furtherance of its business plan as set forth above and in the registration statement the Company does not believe it is a blank check company as defined in Rule 419 of Regulation C of the Securities.  Based upon same the S-1 has not been revised to comply with Rule 419.

1

2.

We note that your plan of business is primarily that of acquiring and holding for investment real estate or interests in real estate.  Therefore, it appears your registration statement should be filed on Form S-11, not on Form S-1.  Please revise or advise.

Answer:  The Company does not believe its registration statement on Form S-11.  The company does not believe it’s operations qualify as a real estate investment trust and also does not believe its business operations fall primarily under the umbrella of acquiring and holding for investment real estate or interests in real estate or interests in other issuers whose business is primarily that of acquiring and holding real estate or interest in real estate for investment. The Company’s principal business is the management of real estate properties.  The operations include managing and rehabilitating vacation and rental properties.   The Company will operate the properties as the property manager and is also pursuing opportunities in green energy solutions by purchasing green energy companies for our portfolio of managed properties or by licensing green energy solutions from such companies.

3.

It appears that you are registering this transaction as a resale pursuant to Rule 415(a)(1)(i) of Regulation C.  We note that this registration statement was filed a short period after the selling shareholders had purchased their shares and that the amount of shares offered for resale appears to be all of the shares outstanding held by non-affiliates.  In light of these factors, please provide us an analysis explaining your basis for relying on Rule 415(a)(1)(i) and concluding that this transaction is not being conducted by or on behalf of the issuer.  Refer to Compliance and Disclosure Interpretations, Securities Act Rules, Question 612.09.

Answer:  The number of shares being registered by the selling shareholders has been reduced to 566,500.

2

4.

Please provide us with copies of all graphics, maps, photographs, and related captions or other artwork including logos that you intend to use in the prospectus.  Such graphics and pictorial representations should not be included in any preliminary prospectus distributed to prospective investors prior to the time we complete our review.

Answer:  There are no graphics, maps, photographs or other artwork including logos that the Company intends to use in the prospectus.

5.

Please provide us with highlighted copies of any study or report that you cite or on which you rely.  Confirm that the industry reports or studies that you rely on were publicly available and not prepared for you and that you did not compensate the party that prepared these reports or studies.  Alternatively, please file consents for the parties providing this data as exhibits to the registration statement.

Answer:  Copies of these reports have been supplementally provided. All of these reports are public information and were not prepared for or paid for by the Company.

Table of Contents

6.

Please remove the Part II information from the table of contents unless you intend to include this information in the prospectus.

Answer:  This information has been removed from the Table of Contents.

Prospectus Summary, page 1

7.

Please revise your summary to discuss briefly your auditor’s opinion that there is substantial doubt about your ability to continue as a going concern.

Answer:  The summary has been revised to include disclosure of our auditor opinion that there is substantial doubt of the Company’s ability to continue as a going concern.

3

8.

Within this section, please discuss your current operations and whether you currently own any vacation and rental properties.

Answer:  The current disclosure has been updated to reflect that the Company does not own any vacation or rental properties.

Risk Factors, page 4

9.

We note that your auditors have issued a going concern opinion.  Please include a risk factor which discusses the substantial doubt about your ability to continue as a going concern, and place it at the beginning of your Risk Factors section.

Answer:  A risk factor has been included which discusses the substantial doubt about the Company’s ability to continue as a going concern.

10.

We note that you currently have no revenues and sustained net losses of $37,925 for the period from your inception through June 30, 2010.  We also note  your disclosure on page 13 that management is finding that bringing distressed property acquisition deals to a close takes much longer than first anticipated and that once acquired you plan to complete necessary renovation work on your properties.  Please include a separate risk factor that discusses your current lack of revenue and given the significant time required to execute your plan of business, you may not experience any positive revenues for the foreseeable future.

Answer:  A risk factor has been added that discusses our current lack of revenue and the fact that we may not experience any positive revenues for the foreseeable future.

11.

Please note that when you use industry-specific terms, you should provide a definition the first time such term is used so that an investor who is unfamiliar with your industry can understand what you mean.  Please make revisions here, and throughout your prospectus as needed.  In particular, please revise this section to clarify what you mean by the following abbreviations:

·

“REOs,” page 4; and

·

“ARM,” page 6.

Answer:  Industry specific terms have been defined to provide understanding to investors who are unfamiliar with the Company’s industry.

4

12.

Please revise your risk factor subheadings so that each one conveys the specific risk to you.  Currently, some of your subheadings merely state a general risk or a fact about your business.  For example purposes only, we note the following subheadings:

·

“Foreclosure laws in North and South Carolina,” page 5;

·

“Uncertainty in the lending industry,” page 5;

·

“Uncertainty in the government sector,” page 5; and

·

“Softening in the real estate market,” page 6.

Answer:  The risk factor subheadings have been revised to convey the specific risk applicable to the Company.

“We have limited operating history…” page 4

13.

Please note that each risk factor should address a single material risk in a concise manner.  It appears that this risk factor is addressing multiple risks, including the risk that you have little operating history, risks and difficulties inherent in introducing new products and services, and risks related to managing properties properly.  To the extent that any of the risks are significant enough to warrant separate risk factors, please revise accordingly.

Answer:  The risk factors have been revised to address a single material risk in a concise manner.

“We may face difficulties in finding suitable properties,” page 4

14.

We note that this risk factor states that the Company will be expending a significant percentage of the proceeds of this Offering for business development efforts with lenders.  We further note that in “Use of Proceeds,” on page 9, you state that the Company will not receive any proceeds from the sale of common stock by the selling security holders.  Please revise your prospectus to remove any reference to your use of the proceeds of this offering for business development.  Please also revise your disclosure on page 14 and elsewhere as applicable.

Answer:  The prospectus has been revised to remove references to the use of proceeds by the Company.

“Foreclosure laws in North and South Carolina,” page 5

15.

We note that you indicate that foreclosures in North Carolina are handled through court proceedings and do not involve court action.  Please revise to describe the foreclosure laws in North and South Carolina as the subheading suggests.

Answer:  The risk factor has been revised to discuss foreclosure laws in North and South Carolina.

5

“Uncertainty in the governmental sector,” page 5

16.

Please expand this risk factor to clarify how falling interest rates or mortgage assistance to holders at risk of foreclosure could adversely affect the company’s business.

Answer:  The risk factor has been revised to clarify risk of falling interest rates to the Company’s business.

“You will experience dilution of your ownership interest,,,,” page 7

17.

We note your statement that the future issuance of additional shares may create downward pressure on the trading price of your common stock.  We further note your statement that you may issue shares at a price below the price at which shares of your common stock are quoted on the OTCBB.  Please revise the statements here and throughout your prospectus to clarify that there is currently no public market for your shares.

Answer:  We have updated the statements to clarify that there is currently no public market for the Company’s shares.

Dilution, page 9

18.

We note that this registration statement is being filed to register shares to be sold at $0.10 per share.  During the past year you have issued shares to your founder for $0.0001 per share.  As such, please revise to provide all the information required by Item 506 of Regulation S-K.

Answer:  The Company has included the following in the Dilution Section:

Dilution represents the difference between the offering price of the shares of common stock and the net tangible book value per share of common stock immediately after completion of the offering.  The shares of common stock offered hereunder are issued and outstanding and will be sold by the selling security holders at a price of $.10 per share until the Company’s common stock is quoted on the OTC Bulletin Board.  Thereafter the selling security holders will sell at prevailing market prices.  The net tangible book value per share of the Company’s common stock prior to the offering hereunder is $0.02 per share, and after the offering hereunder will be $0.02 per share, determined by dividing the net tangible book value (tangible assets minus liabilities) by the number of shares of common stock outstanding before and after the offering hereunder.

19.

We note your reference to “Item 7” within this section.  Please revise to clarify.

Answer:  The reference to Item 7 has been removed.

6

Description of Business, page 13

20.

Within this section, please disclose whether you have identified any specific properties for acquisition and the location of those properties.

Answer:  The section has been updated to disclose that no specific properties have been identified for acquisition.

21.

We note your plan of business is to rent your properties on a seasonal basis, but that you also plan to explore other business opportunities such as green energy solutions for your properties and potential resale to other property owners.  Please revise your disclosure to clarify whether you plan to sell your properties, once improved with green energy solutions, to other property owners or whether you plan to license your green energy solutions to other property owners.

Answer:  The disclosure has been revised to indicate that the Company may license or resell improved green energy solutions.

22.

Please discuss the extent to which the business is or may be seasonal.  We note that you indicate that you intend to rent properties on a “seasonal basis.”  Please revise to clarify.

Answer:  An updated disclosure of the seasonal business has been included.

23.

We note your assertion that one-quarter of the vacation homes sold recently in a 30-day period at Topsail Island, NC were REO properties.  Please revise to provide support for your assertion.

Answer:  The disclosure has been updated to reflect that this information was received from local realtors.

Employees, page 14

24.

Please revise this section to include the number of hours per week that Mr. Coker is expected to devote to your business.

Answer:  The number of hours worked by Mr. Coker has been included

November 10, 2010

Ms. Deborah Lovig President, Chief Executive Officer, Chief Financial Officer
Real Estate Restoration and Rental, Inc.
710 Wellingham Drive
Durham, North Carolina  27713

Re: Real Estate Restoration and Rental, Inc.
 Registration Statement on Form S -1
 Filed October 13, 2010
 File No. 333 -169928
 Dear Ms. Lovig :

We have reviewed y our 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, w e may have additional comments.
1. Section (a)(2) of Rule 419 defines  a blank check company as a company that is
issuing penny stock that is “a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity.”
In discussing this definition in the adopting release, the Commission stated that it would “scrutinize … offerings for attempts to create the appearance that the registrant … has a specific business plan, in an effort to avoid the application of Rule 419.”  See Securities Act Release No. 33 -6932 (April 28, 1992).
General
Your disclosure indicates that you are a development stage company with the principal business objective of managing and owning real estate properties.  However, your disclosure shows that you ha d no assets as of June 30, 2010, other
than cash of $141,125 and prepaid expenses of $2,500, no revenues, no operations
and no contracts regarding the company’s proposed business.  Furthermore, you are
not raising any funds  in this offering and have no specific plans to obtain financing.
In addition, the costs of this offering are $41,512.85.  It is uncertain from your
disclosure whether the company will be able to implement a business plan based on

                               Deborah Lovig                                Real Estate Restoration and Rental, Inc.
                               November 10, 2010
                               Page 2

the amount of its curre nt cash position.  Furthermore, the company lacks a specific
plan of operations for the next twelve months.
In view of the foregoing, it appears that your proposed business may be
commensurate in scope with the uncertainty ordinarily associated with a bl ank check
company.  Accordingly, please revise your disclosure throughout your registration statement to comply with Rule 419 of Regulation C or supplementally provide a detailed explanation as to why Rule 419 does not apply to this offering.  If you belie ve that you do not fall within the definition of a blank check company,
appropriate disclosure to demonstrate your status as a non- blank check company
should be included in the prospectus as well as a specific business plan.  We offer the following comment s to help you revise your disclosure.
2. We note that your plan of business is  primarily that of acquiring and holding for
investment  real estate or interests in real estate.  Therefore,  it appears  your
registration statement should be filed on Form S -11, not  on Form S -1.  Please revise
or advise .
3. It appears that you are registering this transaction as a resale pursuant to Rule 415(a)(1)(i) of Regulation C.  We note that this registration statement was filed a short period after the selling shareholders had purchased their shares and that the amount of shares offered for resale appears to be all of the shares outstanding held by non-affiliates.  In light of these factors, please provide us an analysis explaining your
basis for relying on Rule 415(a)(1)(i) and concluding that this transaction is not being
conducted by or on behalf of the issuer.  Refer to Compliance and Disclosure Interpretations, Securities Act Rules, Question 612.09.

4. Please provide us with copies of all graphics, maps, photographs, and relate d captions
or other artwork including logos that you intend to use in the prospectus.  Such graphics and pictorial representations should not be included in any preliminary prospectus distributed to prospective investors prior to the time we complete our review.
5. Please provide us with highlighted copies of any study or report that you cite or on which you rely. Confirm that the industry reports or studies that you rely on were publicly available and not prepared for you and that you did not compensate the  party
that prepared these reports or studies.  Alternatively, please file consents for the parties providing this data as exhibits to the registration statement.
6. Please remove the Part II information from the table of contents unless you intend to include this information in the prospectus.
Table of Contents
7. Please revise your summary to discuss briefly your auditor’s opinion that there is substantial doubt about your ability to continue as a going concern.  Prospectus Summary, page 1

                               Deborah Lovig                                Real Estate Restoration and Rental, Inc.
                               November 10, 2010
                               Page 3

8. Within this section, please discuss your current operations and whether you currently own any vacation and rental properties.
9. We note that your auditors have issued a going concern opinion.  Please include a risk factor which discusses the substantial doubt about your ability to continue as a going concern, and place it at the beginning of your Risk Factors section.   Risk Factors , page 4
10. We note tha t you currently have no revenues and sustained net losses of $37,925 for
the period from your inception through June 30, 2010.  We also note your disclosure on page 13 that management is finding that bringing distressed property acquisition deals to a clos e takes much longer than first anticipated and that once acquired you
plan to complete necessary renovation work on your properties.  Please include a
separate risk factor that discusses your current lack of revenue and given the
significant time required to execute your plan of business, you may not experience
any positive revenues for the foreseeable future.
11. Please note that when you use industry -specific terms, you should provide a
definition the first time such term is used so that an investor who is unfamiliar with
your industry can understand what you mean.  Please make revisions here, and
throughout your prospectus as needed.  In particular, please revise this section to
clarify what you mean by the following abbreviations:
• “REOs,” page 4;  and
• “ARM,” page 6.
12. Please revise your risk factor subh eadings so that each one conveys  the specific risk
to you.  Currently, some of your subheadings merely state a general risk or a fact
about your business. For example purposes only, we note the following subheadin gs:
•  “Foreclosure laws in North and South Carolina,” page 5;
• “Uncertainty in the lending industry,” page 5;
• “Uncertainty in the governmental sector,” page 5; and
• “Softening in the real estate market,” page 6.
 “We have limited operating history…,” page 4
13. Please note that each risk factor should address a single material risk in a concise manner.  It appears that this risk factor is addressing multiple risks, including the risk that you have little operating history, risks and difficulties inherent in intro ducing
new products and services, and risks related to managing properties properly.  To the extent that any of the risks are significant enough to warrant separate risk factors, please revise accordingly.

                               Deborah Lovig                                Real Estate Restoration and Rental, Inc.
                               November 10, 2010
                               Page 4

14. We note that this risk factor states that the Company will be expending a significant percentage of the proceeds of this Offering for business development efforts with lenders.  We further note that in “Use of Proceeds,” on page 9, you state that the Company will not receive any proceeds from the sale of common stock by the selling security holders.  Please revise your prospectus to remove any reference to your use
of the proceeds of this of fering for business development.  Please also revise your
disclosure on page 14 and elsewhere as applicable.   “We may face difficulties in finding suitable properties,” page 4
15. We note that you indicate that foreclosures in North Carolina are handled through court proceedings and do not involve court action.  Please revise to describe the foreclosure laws in North and South Carolina as the subheading suggests.   “Foreclosure laws in North and South Carolina,” page 5
16. Please expand this risk factor to clarify how falling interest rates or mortgage assistance to holders at risk of foreclosure could adversely affect the company’s business.  Uncertainty in the governmental sector,” page 5
17. We note your statement that the future issuance of additional shares may cre ate
downward pressure on the trading price of your common stock.  We further note your statement that you may issue shares at a price below the price at which shares of your common stock are quoted on the OTCBB.  Please revise the statements here and throughout your prospectus to clarify that there is currently no public market for your shares.   “You will experience dilution of your ownership interest…,” page 7
18. We note that this registration statement is being filed to register shares to be sold at $0.10 per share.  During the past year you have issued shar es to your founder for
$0.0001 per share.  As such, please revise to provide all the information required by Item 506 of Regulation S -K. Dilution, page 9
19. We note your reference to “Item 7” within this section.  Please revise to clarify.
20. Within this section, please disclose whether you have identified any specific properties for acquisition and the location of those properties.        Description of Business, page 13
21. We note your plan of business is to rent your properties on a seasonal basis, but that you also plan to explore other business opportunities such as green energy solutions for your properties and potential resale to other property owners.  Please revise your disclosure to clarify whether you plan to sell your properties, once improved with

                               Deborah Lovig                                Real Estate Restoration and Rental, Inc.
                               November 10, 2010
                               Page 5

green energy solutions, to other property owners or whether you plan to license your green energy solutions to other property owners.
22. Please discuss the extent to which the business is or may be seasonal.  We note that you indicate that you intend to rent properties on a “seasonal basis.”  Please revise to clarify.
23. We note your assertion that one -quarter of the vacation homes sold recently in a 30-
day period at Topsail Island, NC, were REO properties.  Please revise to provide support for your assertion.
24. Please revise this section to include the number of hours per week that Mr. Coker is expected to devote to your business.
Employees, page 14
25. Please expand  company’s plan of operations for the remainder of the fiscal year and
for the first six months of the next fiscal year.  Provide details of your specific plan of operations, including detailed milestones, the anticipated time frame for beginning and completing each milestone, the estimated expenses associated with each milestone and the expected sources of such funding.  Please explain how the company intends to meet each of the milestones if it cannot receive funding.   Management’s Discussion and Analysis of Financial  Condition…page 16
26. Given  your auditor’s going concern opinion, please revise your disclosure to be more
specific concerning the sources of your liquidity for the next 12 months.  For example, if you plan to issue additional equity, you should disclose your plans to do so.  If you plan to incur debt obligations, you should disclose whether you have identified  any potential lenders . Capital Resources and Liquidity, page 17
27. We note your disclosure within this section that you completed your private placement offering on June 8, 2010.  Please reconcile this with your disclos ure on
page 9 which states that your private placement offering pursuant to Regulation D ,
Rule 506 completed on September 2, 2010.  Revise for consistency throughout your prospectus.
28. Please clarify which specific experience, qualifications, attributes and skills led to the
conclusion that Ms. Lovig and Mr. Coker should serve as directors for the registrant.  See Item 401(e) of Regulation S -K. Directors, Executive Officers, Promoters and Control Persons, page 17
29. It appears you have omitted the information required by Item 407(a) of Regulation S -
K.  Please revise to include this information.

                               Deborah Lovig                                Real Estate Restoration and Rental, Inc.
                               November 10, 2010
                               Page 6

30. We note that you do not have a separately designated audit, nominating or compensation committee.  Please disclose any plans you have to form these separately designated committees, or in the alternative, state that you have no such plans.
31. Please identify your promoters within this section and the nature and amount of anything of value received or to be received directly or indirectly by each promoter.  Refer to Item 404(c) of Regulation S -K.
Transactions with Related Persons, Promoters and Certain Control Persons, page 19
32. Please state whether you will voluntarily send an annual report and whether the report will includ e audited financial statements.  See Item 101(h)(5)(i i) of Regulation S -K. Where you can find Additional Information, page 20
33. We note that you have filed the consent of your auditors as Exhibit 23.2 to your
registration statement; however, on your exhi bit table on page II -3, the auditors
consent is listed as Exhibit 23.1.  Please reconcile.     Exhibits and Financial Statements Schedules, page II -3
34. Please include the signature of your  controller or principal accounting officer .  See
the Instructions to Signatures on Form S -1 for guidance.  Signatures, page II -5
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 1933 and all applicable Securities Act rules require. Since the company and i ts
management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
 Notwithstanding our comments, in the event you request acceleration of the effective
date of the pending registration statement please 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 accur acy 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