SecProbe.io

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 SOLARWINDOW TECHNOLOGIES, INC.

 9375 E. Shea Blvd.

 Suite 107-B

 Scottsdale, Arizona 85260

 May 19, 2026

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Mr. Nicholas O'Leary

 Re:

 SolarWindow Technologies, Inc.

 Registration Statement on Form S-1 (File No. 333-290798)

 Dear Mr. O'Leary:

 Pursuant to Rule 461
under the Securities Act of 1933, SolarWindow Technologies, Inc. (the "Registrant") hereby requests acceleration of effectiveness
of its registration statement on Form S-1 (File No. 333-290798 ) as
amended (the "Registration Statement") so that it may become effective at 4:00 p.m. Eastern Daylight Time on Wednesday, May
20, 2029, or as soon as practicable thereafter.

 The Registrant acknowledges that:

 (i) should the Securities
and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority (the "Staff"),
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 (ii) the action of
the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant
from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 (iii) the Registrant
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 direct your questions or comments
regarding the above to the Registrant's counsel, Joseph Sierchio of Sierchio Law at (212) 300-6356 or (212) 246-3030.

 The Registrant requests that it be notified
of such effectiveness by telephone call to Joseph Sierchio of Sierchio Law, at (212) 300-6356 or (212) 246-303. We also respectfully
request that a copy of the written order from the Commission verifying the effective time and date of the Registration Statement be sent
via email to our counsel, Joseph Sierchio at joseph@sierchiolaw.com.

 Very truly yours,

 SolarWindow Technologies, Inc.

 By:
 /s/ Justin Frere

 Name:
 Justin Frere

 Title:
 Chief Financial Officer

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SOLARWINDOW TECHNOLOGIES, INC.

9375 E. Shea Blvd.

Suite 107-B

Scottsdale, Arizona 85260

December 9, 2024

VIA EDGAR

Mr. Robert Augustin

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, NE

Washington, D.C. 20549

    Re:
    SolarWindow Technologies, Inc.

    Registration Statement on Form S-1 (File No. 333-282721)

Dear Mr. Augustin:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, SolarWindow Technologies, Inc. (the “Registrant”) hereby requests acceleration of effectiveness of
its registration statement on Form S-1 (File No. 333-282721) as amended
by pre-effective amendment No. 1 filed on November 20, 2024 to 9:30 a.m. Eastern Time, on Thursday December 12, 2024, or
as soon as practicable thereafter.

The Registrant requests that it be notified of such effectiveness
by telephone call to Joseph Sierchio of Sierchio Law, LLP at (212) 300-6356. We also respectfully request that a copy of the written
order from the Commission verifying the effective time and date of the Registration Statement be sent to me by email at amit@solarwindow.com
and to our counsel, Joseph Sierchio at joseph@sierchiolaw.com.

Very truly yours,

SolarWindow Technologies, Inc.

    By:
    /s/ Amit Singh

    Name:
    Amit Singh

    Title:
    President and Chief Executive Officer

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Sierchio
Law, LLP

    430 Park Avenue

    Suite 702

    New York, New York
    10022

    Tel: (212) 246-3030

    29 Reed Road

    Valatie, New York
    12184

    Tel: (518) 392-4980

  Reply to: Joseph Sierchio

Email: joseph@sierchiolaw.com

Telephone: (518)392-4980

Mobile: (212) 300-6356

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549-3720

    Attention:
    Robert Augustin

    Conlon Danberg

  Re;

  SolarWindow Technologies, Inc.

  Registration Statement on Form S-1

  Filed October 18, 2024

  File No. 333-282721

             

Ladies and Gentlemen:

We have been authorized, by SolarWindow Technologies, Inc. (the “Company”),
to submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) received by letter dated October 30, 2024, relating to the Company’s Registration Statement
on Form S-1 (File No. 333-282721) filed with the Commission on October 18, 2024 (the “Registration Statement”).

Concurrently herewith the Company is filing, via EDGAR. Amendment No. 1 to the Registration
Statement (“Amendment No. 1”). Amendment No. 1, as filed via EDGAR, is marked as specified in Item 310
of Regulation S-T.

In this letter, we have recited the comments from the Staff in italicized, bold type and have
followed each comment with the Company’s response. Page references relating to the Company’s responses to the Staff comments
correspond to the page(s) of the prospectus contained within Amendment No.1, as applicable.

COMMENT NO. 1:

Registration Statement on Form S-1-Cover Page

1. You disclose on your cover page that the selling stockholders may offer shares at
“at market prices prevailing at the time of sale.” You also disclose that your common stock trades on the OTC Markets
Group Inc. Pink Sheets tier. Please note that an at-the-market resale offering under Rule 415 is not available for registrants
quoted on the OTC Pink marketplace, because the OTC Pink marketplace is not an established trading market for purposes of satisfying
Item 501(b)(3) of Regulation S-K. Please revise your prospectus to disclose a fixed price at which the selling stockholders will
offer and sell their shares until your shares are listed on a national securities exchange or quoted on the OTCQX or OTCQB, at which
time they may be sold at prevailing market prices.

    SolarWindow Technologies, Inc.

November 20, 2024

Re: Registration Statement on Form S-1

File No. 333-282721

Page | 2 Sierchio Law, LLP

Company Response to Comment 1:

The referenced disclosure on the prospectus cover page
has been amended to read as follows:

“Our common stock is presently quoted for trading under the symbol “WNDW”
on the OTC Markets Group Inc. Pink Sheets (the “OTC PINK”). On October 17, 2024 the closing price of the common stock,
as reported on the OTC PINK was $0.46 per share. Each of the Selling Stockholders may elect to sell their respective Resale Shares
pursuant to this prospectus until such time, from time to time in the open market, on the OTC PINK, at a fixed price of $6.21 per share
until such time as the Company’s shares are listed on a national exchange or quoted on the OTCCQX or OTCQB, at which time they may
sell their respective Resale Shares at varying prices or as otherwise provided in the section of this prospectus titled “Plan
of Distribution.” The Selling Stockholders may, but are not obligated to, sell any of their respective Resale Shares pursuant
to this prospectus.”

Corresponding changes were made in the following sections of the prospectus:

    Section of the Prospectus

    Page

    No.

    Disclosure as Amended

    ABOUT THIS PROSPECTUS

    4

    Each of the Selling Stockholders may elect to sell
    their respective Resale Shares pursuant to this prospectus at a fixed price of $6.21 per share until such time as the Company’s
    shares are listed on a national exchange or quoted on the OTCCQX or OTCQB, at which time they may sell their respective Resale Shares
    at varying prices or as otherwise provided in the section of this prospectus titled “Plan of Distribution.” The Selling
    Stockholders may, but are not obligated to, sell any of their respective Resale Shares pursuant to this prospectus., The Selling Stockholders
    may, but are not obligated to, sell any of their respective Resale Shares pursuant to this prospectus. Please refer to the section titled
    “Plan of Distribution.”

    SolarWindow Technologies, Inc.

November 20, 2024

Re: Registration Statement on Form S-1

File No. 333-282721

Page | 3 Sierchio Law, LLP

    THE OFFERING
    7

    Each of the Selling Stockholders may elect to sell
    their respective Resale Shares pursuant to this prospectus until such time, from time to time in the open market, on the OTC PINK, at
    a fixed price of $6.21 per share until such time as the Company’s shares are listed on a national exchange or quoted on the OTCCQX
    or OTCQB at which time they may sell their respective Resale Shares at varying prices or as otherwise provided in the section of this
    prospectus titled “Plan of Distribution.” The Selling Stockholders may, but are not obligated to, sell any of their
    respective Resale Shares pursuant to this prospectus., The Selling Stockholders may, but are not obligated to, sell any of their respective
    Resale Shares pursuant to this prospectus. Please refer to the section titled “Plan of Distribution.”

    PLAN OF DISTRIBUTION

    66
    Each of the Selling Stockholders may elect to sell  their respective Resale Shares pursuant to this prospectus at a fixed price of $6.21 per share until such time as the Company’s shares are listed on a national exchange or quoted on the OTCCQX or OTCQB, at which time they may sell their respective Resale Shares at varying prices or as otherwise provided in this Plan of Distribution, The Selling Stockholders may, but are not obligated to, sell any of their respective Resale Shares pursuant to this prospectus. Please refer to the section titled “Plan of Distribution.”

COMMENT NO. 2:

Executive Compensation, page 57

2. Please include executive compensation disclosure for the fiscal year ended August 31,
2024. In this regard, we note that the fiscal year ended August 31, 2024, appears to be your last completed fiscal year. For guidance,
please refer to Item 402 of Regulation S- K and Question 117.05 of the Compliance & Disclosure Interpretations of Regulation S-K.

Company Response to Comment No. 2:

The “EXECUTIVE COMPENSATION” in section (page 57) has been updated in Amendment
No. 1 to include executive compensation disclosure for the fiscal year ended August 31, 2024.

    SolarWindow Technologies, Inc.

November 20, 2024

Re: Registration Statement on Form S-1

File No. 333-282721

Page | 4 Sierchio Law, LLP

COMMENT NO. 3:

General

3. We note that you filed this registration statement more than 45 days after the end of
your fiscal year. As such, you do not appear to meet the age of financial statement requirements of Rule 8-08(b) of Regulation S-X. Please
revise to include audited financial statements for the fiscal year ended August 31, 2024. For guidance, please refer to Section 1220.3
of the Division of Corporation Finance's Financial Reporting Manual.

Company Response to Comment No. 3:

As described on Page 67 of this Amendment No. 1, the financial statements for the fiscal years
ended August 31, 2024, and 2023, have been incorporated by reference to the Company’s Annual Report on Form 10-K filed on November
20, 2024.

In addition to the foregoing response to the Staff’s comments, the Registration Statement
has been updated as needed to:

(1) reflect the information set forth in the Company’s audited financial statements, including,
the Sections titled: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (PAGE 38), DESCRIPTION OF
OUR BUSINESS AND PROPERTY (PAGE45), EXECUTIVE COMPENSATION (PAGE 57), AND COMPAENSATION OF DIRECTORS (PAGE 51);

(2) include Exhibit 5 opinion of counsel (Exhibit 5.1);

(3) included consent of counsel (Exhibit 23.1);

(4) update the auditor’s consent (Exhibit 23.2); and

(5) included a power of attorney (Exhibit 24)

Please direct your questions or comments regarding the Company’s responses or Amendment
No. 1 to me at (212) 246-3030 or at joseph@sierchiolaw.com.

Thank you for your assistance.

Sincerely,

Sierchio Law, LLP

/s/ Joseph Sierchio

 Joseph Sierchio, Principal

 cc.: Justin Frere, SolarWindow Technologies, Inc., Chief Financial Officer

October 30, 2024
Amit Singh
President and Chief Executive Officer
SolarWindow Technologies, Inc.
9375 E Shea Blvd.
Suite 107B
Scottsdale, Arizona 85260
Re:SolarWindow Technologies, Inc.
Registration Statement on Form S-1
Filed October 18, 2024
File No. 333-282721
Dear Amit Singh:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.You disclose on your cover page that the selling stockholders may offer shares at "at
market prices prevailing at the time of sale." You also disclose that your common
stock trades on the OTC Markets Group Inc. Pink Sheets tier. Please note that an at-
the-market resale offering under Rule 415 is not available for registrants quoted on the
OTC Pink marketplace, because the OTC Pink marketplace is not an established
trading market for purposes of satisfying Item 501(b)(3) of Regulation S-K. Please
revise your prospectus to disclose a fixed price at which the selling stockholders will
offer and sell their shares until your shares are listed on a national securities exchange
or quoted on the OTCQX or OTCQB, at which time they may be sold at prevailing
market prices.

October 30, 2024
Page 2
Executive Compensation, page 56
2.Please include executive compensation disclosure for the fiscal year ended August 31,
2024. In this regard, we note that the fiscal year ended August 31, 2024 appears to be
your last completed fiscal year. For guidance, please refer to Item 402 of Regulation
S- K and Question 117.05 of the Compliance & Disclosure Interpretations of
Regulation S-K.
General
3.We note that you filed this registration statement more than 45 days after the end of
your fiscal year. As such, you do not appear to meet the age of financial statement
requirements of Rule 8-08(b) of Regulation S-X. Please revise to include audited
financial statements for the fiscal year ended August 31, 2024. For guidance, please
refer to Section 1220.3 of the Division of Corporation Finance's Financial Reporting
Manual.
            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.
            Please contact Robert Augustin at 202-551-8483 or Conlon Danberg at 202-551-4466
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Joseph Sierchio, Esq.

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SolarWindow Technologies, Inc.

430 Park Avenue

Suite 702

New York, New York 10022

June 23, 2021

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

    Re:
    SolarWindow Technologies, Inc.

    Registration Statement on Form S-3

    Filed June 10, 2021

    File No. 333-256983

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, SolarWindow Technologies, Inc. hereby respectfully requests acceleration of the effectiveness of the above-referenced
Registration Statement so that such Registration Statement will become effective as of 4:00 p.m. Eastern Time, June 24, 2021, or
as soon as practicable thereafter.

Very truly yours,

SolarWindow Technologies, Inc.

    By:
    /s/ Jatinder S. Bhogal

    Name:
    Jatinder S. Bhogal

    Title:
    Chief Executive Officer and Chairman

United States securities and exchange commission logo
June 17, 2021
Jatinder Bhogal
Chief Executive Officer
SolarWindow Technologies, Inc.
430 Park Avenue, Suite 702
New York, NY 10022
Re:SolarWindow Technologies, Inc.
Registration Statement on Form S-3
Filed June 10, 2021
File No. 333-256983
Dear Mr. Bhogal:
            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 Tom Kluck at 202-551-3233 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joseph Sierchio

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wndw_corresp.htmApril 10, 2019

 Mr. Edward M. Kelly

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F St NE

 Washington, DC 20549

             Re:      SolarWindow Technologies, Inc.

                         Post-Effective Amendment 2 to Registration Statement

                         Filed April 8, 2019

                         File No. 333-222809

 Dear Mr. Kelly:

             SolarWindow Technologies, Inc. (the “Company”), a Nevada corporation, hereby confirms that it does want the Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 (Registration No. 333-222809) filed on April 8, 2019 (the “POSAM”), declared effective by the  United States Securities and Exchange Commission.

             It would be appreciated if, as soon as the POSAM is declared effective, you would inform Joseph Sierchio, Esq. at (212) 404 – 8765 or by email at jsierchio@ssbb.com.

   Sincerely,

     By:

   /s/ John A Conklin

   John A Conklin

   Chief Executive Officer and Director

 cc:       Ms. Kathryn McHale, Securities and Exchange Commission

             Board of Directors, SolarWindow Technologies, Inc.

             Joseph Sierchio, Esq., Satterlee Stephens LLP.

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   230 Park Avenue 11th Floor

 New York, NY 10169-0079

 (212) 818-9200

 (212) 818-9606 (Fax)

   51 John F. Kennedy Parkway

   First Floor West

 Short Hills, NJ 07078-2713

 (973) 218-2509

 (973) 218-2401 (Fax)

   www.ssbb.com

   Joseph Sierchio

 Email:  jsierchio@ssbb.com

 Direct Dial: (212) 404-8765

 April 8, 2019

 Mr. Edward M. Kelly

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F St NE

 Washington, DC 20549

  Re:  SolarWindow Technologies, Inc.

   Post-Effective Amendment 1 to Registration Statement

 Filed February 28, 2019

 File No. 333-222809

 Dear Mr. Kelly:

 We note the receipt by SolarWindow Technologies, Inc. (the “Company”), a Nevada corporation, of the comment letter (the “Comment Letter”) dated March 13, 2019 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the above-referenced Post-Effective Amendment 1 to Registration Statement. On behalf of the Company, we hereby provide the response set forth below to the Staff’s comments in the Comment Letter.

 We also simultaneously herewith filing of Post-Effective Amendment 2 to Registration Statement (the “POSAM”) containing additional disclosures and revisions addressing the Staff’s comments and such additional disclosures and revisions as the Company deemed appropriate.

 To assist the Staff review, we have included the text of the Staff’s comments below in bold type. Except as otherwise noted in this letter, the information provided in response to the Staff’s comments has been supplied by the Company, which is solely responsible for such information.

 General

   1.  You indicate in the "Explanatory Note" on page 2 that the post-effective amendment updates the financial statements for the fiscal year ended August 31, 2018. Since the filing of the updated financial statements was not timely, please advise whether you have made any offers or sales using the prospectus during the period in which the audited financial statements were not current.

 The Company advises the Staff that during the period in which the audited financial statements were not current, the Selling Stockholders named therein have not made any offers or sales using the prospectus. Moreover, the Company had (i) advised the Selling Stockholders that the prospectus may not be relied upon for the resale of their shares; and (ii) informed the stock transfer agent of the same; and (iii) confirmed with the stock transfer agent that no shares were transferred pursuant to the prospectus.

 Please note that the Selling Stockholders whose shares could be sold pursuant to Rule 144 without limitation or restriction were removed from the POSAM.

   1

    2.  Disclosure on page 3 indicates that your common stock is quoted on OTCPink. While issuers of securities quoted on OTCQX and OTCQB of OTC Markets may rely upon our accommodations for at-the-market offerings by selling stockholders where a public or existing market is necessary, those accommodations do not extend to OTCPink. Please revise disclosure throughout the registration statement to indicate that the shares of common stock being offered for sale by the selling stockholders will be sold at a fixed price which you specify in the prospectus until your shares of common stock are quoted on OTCQX or OTCQB or are listed on a national securities exchange or are quoted on the OTCBB.

 As requested in the Comment Letter, the Company has updated the prospectus and the disclosures in the post-effective amendment to reflect that the shares of common stock being offered for sale by the selling stockholders will be sold at a fixed price of [**] per share, until the Company’s shares of common stock are quoted on the OTCQX or OTCQB or are listed on a national securities exchange or are quoted on the OTCBB, at which time the Selling Stockholders will determine at what price it may sell the offered shares, and such sales may be made at prevailing market prices, or at privately negotiated prices.

 The Company acknowledges that the Company is responsible for the adequacy and accuracy of the disclosure in the filings that the Company makes with the Staff. The Company supplementally acknowledges that the Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any such action with respect to such filings. Furthermore, the Company supplementally acknowledges that it may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States of America.

 The Company would appreciate receiving any further questions or comments that the Staff may have regarding this letter or the POSAM at the Staff’s earliest convenience. You should contact the undersigned at (212) 818 – 9200.

          Sincerely,

      /s/ Joseph Sierchio

  Joseph Sierchio, Esq.

 cc:     Securities and Exchange Commission:

 Ms. Kathryn McHale

 SolarWindow Technologies, Inc.

 Board of Directors

 Chief Executive Officer

     2

March 13, 2019
John A. Conklin
Chief Executive Officer
SolarWindow Technologies, Inc.
9375 East Shea Boulevard, Suite 107-B
Scottsdale, AZ 85260
Re:SolarWindow Technologies, Inc.
Post-Effective Amendment 1 to Registration Statement
Filed February 28, 2019
File No. 333-222809
Dear Mr. Conklin:
            We have reviewed your post-effective amendment and have the following comments.  In
some of our comments we may ask you to provide us information so that 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 that our comments apply to your facts and
circumstances or do not believe that 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.
Post-Effective Amendment 1 to Registration Statement on Form S-1 filed February 28, 2019
General
1.You indicate in the "Explanatory Note" on page 2 that the post-effective amendment
updates the financial statements for the fiscal year ended August 31, 2018.  Since the
filing of the updated financial statements was not timely, please advise whether you have
made any offers or sales using the prospectus during the period in which the audited
financial statements were not current.
2.Disclosure on page 3 indicates that your common stock is quoted on OTCPink.  While
issuers of securities quoted on OTCQX and OTCQB of OTC Markets may rely upon our
accommodations for at-the-market offerings by selling stockholders where a public or
existing market is necessary, those accommodations do not extend to OTCPink.  Please
revise disclosure throughout the registration statement to indicate that the shares of

 FirstName LastNameJohn A. Conklin
 Comapany NameSolarWindow Technologies, Inc.
 March 13, 2019 Page 2
 FirstName LastName
John A. Conklin
SolarWindow Technologies, Inc.
March 13, 2019
Page 2
common stock being offered for sale by the selling stockholders will be sold at a fixed
price which you specify in the prospectus until your shares of common stock are quoted
on OTCQX or OTCQB or are listed on a national securities exchange or are quoted on the
OTCBB.
            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.
            You may contact Edward M. Kelly, Senior Counsel, at (202) 551-3728 or Kathryn
McHale, Staff Attorney, at (202) 551-3464 with any questions about comments.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

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SolarWindow Technologies, Inc.

10632 Little Patuxent Parkway, Suite 406

Columbia, Maryland 21044

(800) 213-0689

May 9, 2018

Via EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

Attention:
Ms. Pamela Long, Assistant Director

Office of Manufacturing and Construction

Ms. Sherry Haywood, Staff Attorney

Re:
SolarWindow Technologies, Inc.

Registration Statement on Form S-1

File No. 333-222809

Dear Ms. Long.

SolarWindow Technologies, Inc. (the “Registrant”), in accordance with Rule 461 of the Securities Act of 1933, as amended, hereby requests the acceleration of the effective date of the above referenced registration statement so that it may become effective, at twelve noon Eastern Daylight Time on Friday, May 11, 2018, or as soon as practicable thereafter.

The Registrant acknowledges that:

·
should the Securities and Exchange Commission (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 Registrant 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 contact Joseph Sierchio of Satterlee Stephens LLP, counsel to the Company, at (212) 404-8765 if you have any questions or concerns regarding this matter.

Sincerely,

SolarWindow Technologies, Inc.

By:
/s/ John A. Conklin

Name:

John A. Conklin

Title:
President and Chief Executive Officer

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230 Park Avenue 11th Floor

New York, NY 10169-0079

(212) 818-9200

(212) 818-9606 (Fax)

51 John F. Kennedy Parkway

First Floor West

Short Hills, NJ 07078-2713

(973) 218-2509

(973) 218-2401 (Fax)

www.ssbb.com

Joseph Sierchio

Email: jsierchio@ssbb.com

Direct Dial: (212) 404-8765

April 23, 2018

By Edgar

Ms. Pamela Long

Assistant Director, Office of Manufacturing and Construction

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Re:

Solarwindow Technologies, Inc. (the “Company”)

Registration Statement on Form S-1 Filed February 1, 2018

File No. 333-222809 (the “Registration Statement)

Dear Ms. Long:

We serve as corporate counsel to the Company and have been requested to submit the following responses to the comment letter the Company received from the U.S. Securities and Exchange Commission (the “Commission”) dated February 26, 2018 regarding the Registration Statement.

Page references in the Company’s responses to your comments are to the Pre-effective Amendment No. 1.

COMMENT 1: GENERAL.

We note that your registration statement on Form S-1, File no. 333-212770, has not been updated to include your audited financial statements for the year ended August 31, 2017, as required by Section 10(a)(3) of the Securities Act and your Item 512(a)(i) undertaking. Please advise whether any offers or sales have been made under that registration statement since December 31, 2017, the date by which information should have been updated. We may have further comment upon review of your response.

Company Response to Comment 1:

The Company has updated the filing to include its audited financial statements for the year ended August 31, 2017, as well as the interim unaudited financial statements for the fiscal quarter ended February 28, 2018, as required by Section 10(a)(3) of the Securities Act and its Item 512(a)(i) undertaking.

Please be advised that, based upon enquiry of the Company’s stock transfer agent, since December 31, 2017 no sales of the Company’s shares have been made pursuant to the prospectus contained in the registration statement on Form S-1, File No. 333-212770.

1

Please also be advised that a stop transfer restriction has been placed on the Company’s shares registered for resale and all of the named selling stockholders have been advised that the prospectus contained in the registration statement cannot be relied upon until such time as the registration statement is declared effective.

However, it is the Company’s view that should any of the named Selling Stockholders wish to utilize Rule 144 with respect to the sale of any of their registered shares, subject to compliance with requirements of Rule 144, such Selling Stockholders should be entitled to do so.

COMMENTS 2 AND 3: CALCULATION OF REGISTRATION FEE TABLE.

2. The disclosure of the securities listed in the fee table and on the prospectus cover page and elsewhere in the prospectus appears to contain several errors. The prospectus cover page refers to 821,600 shares as underlying “Series P” instead of “Series S” warrants that are exercisable for $3.42 per share. Regarding shares previously registered for resale, the fee table does not indicate that any of these 1,527,445 shares are still subject to the exercise of Series P warrants, although the prospectus cover page indicates that 86,500 shares are issuable upon exercise of Series P warrants. Please revise as necessary to reconcile your disclosures between the cover page and fee table, and elsewhere in the prospectus as necessary.

Company Response to Comment 2:

The Registration Fee Table footnote no. 4 that corresponds to the 821,600 shares underlying the Series S Warrants properly references that these 821,600 shares are related to Series S Warrants and does not reference our Series P Warrants as indicated in Comment 2.

Under the “Prospectus,” item (c), we have updated the reference to Series P Warrants to refer instead to Series S Warrants. Please refer to page ii.

Under the “Offering,” “Shares Being Registered (c),” we have updated the reference to Series P Warrants to refer instead to Series S Warrants. Please refer to pages 1 and 4.

3. We note your footnote five disclosure that you are using Rule 457(g) to calculate the registration fee. Since the transaction you are registering is the resale of shares by selling stockholders at market prices, the registration fee for these shares should be calculated based on the highest of the price at which the warrants may be exercised or the price of securities of the same class determined in accordance with Rule 457(c), or the last sale reported for your securities on OTCQB within five business days prior to the filing of your registration statement. Please see Rule 457(c) and (g) and revise accordingly in your next amendment.

Company Response to Comment 3:

The registration fee calculation has been recalculated (as of the original filing date) in accordance with the Comment 3 (and the rule reference amended), resulting in an increase in the registration fee of $460.50, which amount has been paid. Please refer to page ii.

Comment 4: Shares Outstanding upon Closing of the Offering, page 4.

4. Please disclose the number of shares outstanding assuming the exercise of all of the warrants overlying shares that may be sold under this registration statement.

Company Response to Comment 4:

The maximum number of shares that may be outstanding, assuming the exercise of the warrants results in the issuance of all of the underlying shares, has been disclosed. Please refer to page 4.

2

COMMENT 5: RISK FACTORS, PAGE 7.

5. We note the first risk factor under the heading ‘Risks related to our Business’ where you indicate that your auditor has issued a going concern explanation in their report on your most recent audited financial statement. We further note the audit report included on page F-14 which does not appear to include a going concern explanation. Please revise your filing to correct this discrepancy.

Company Response to Comment 5:

We have revised the registration statement to remove the wording “and our auditors have issued a going concern explanation in their report on our most recent audited financial statements.” Please refer to page 7.

COMMENT 6: WE MAY COMPETE FOR THE TIME AND EFFORTS OF OUR OFFICERS AND DIRECTORS, PAGE 8.

6. Please clarify whether your officers and directors owe fiduciary duties to any other companies or entities, and, if so, please revise your risk factors to disclose how such duties may affect your business and operations.

Company Response to Comment 6:

The risk factor disclosure has been expanded to include a discussion regarding the potential impact on the Company should its non-employee directors (all but one) not devote such time and effort to the Company’s business activities as may reasonably be required. Please refer to page 8. A similar disclosure has been added on page 44.

COMMENT 7: THERE ARE WARRANTS TO PURCHASE SHARES OF OUR COMMON STOCK CURRENTLY OUTSTANDING, PAGE 16

7. Please reconcile the information about the number and range of exercise prices of warrants currently outstanding with the information disclosed under “Warrants” on page 52.

Company Response to Comment 7:

We have updated the number of warrants outstanding as disclosed on page 16 under Risk Factors and the warrant table on page 52 to reflect the number of warrants outstanding as of February 28, 2018 of 2,909,850 warrants.

COMMENT 8: THERE IS A CONVERTIBLE NOTE IN THE PRINCIPAL AMOUNT OF $3,000,000 … PAGE 16.

8. Please disclose the number of shares and warrants you would be obligated to issue if KCC elected to convert the entirety of amounts owing under the 2013 Note.

Company Response to Comment 8:

The number of shares and warrants issuable to KCC (if it were to convert its $3,000,000 convertible note (plus accrued interest of $1,116,377) has been included under Risk Factors on page 16 and totals 3,004,655 shares and 3,004,655 Warrants assuming conversion on April 20, 2018 at a conversion price of $1.37 per share. Please refer to page 18

COMMENT 9: WE HAVE ENTERED INTO REGISTRATION RIGHTS AGREEME NTS WITH KCC …, PAGE 16.

9. Please disclose the number of shares with respect to which KCC has registration rights.

3

Company Response to Comment 9:

Pursuant to the October 7, 2013 registration rights agreement, KCC has registration rights as to 9,766,940 shares of the Company’s common stock. Please refer to page 18.

COMMENT 10: DETERMINATION OF OFFERING PRICE, PAGE 18.

10. Please confirm that that the underlying securities in the “units” disclosed in this section are not being registered in this offering and clarify why the conversion price of units is relevant to this offering.

Company Response to Comment 10:

This section has been revised so as to remove the references to units. Please refer to page 20.

Comment 11: Market Price of and Dividends on our Common Stock . . . , page 19.

11. Please update the table to include, in addition to stock price information for the two most recently completed fiscal years, information for any subsequent interim period for which financial statements are required to be included. Please see Item 201(a)(1)(ii) of Regulation S-K.

Company Response to Comment 11:

We have updated the market price table so as to include the two most recently completed fiscal quarters.

Please refer to page 20.

COMMENT 12: TRANSACTIONS WITH RELATED PERSONS . . . , PAGE 49.

12. We note disclosure that you are required to report transactions in which the amount involved exceeds $120,000. Please note that as a smaller reporting company, you must disclose transactions that exceed the lesser of $120,000 or one percent of the average of your total assets at year-end for the last two completed fiscal years. Based on your audited financial statements, it appears that the threshold for you to disclose related party transactions is significantly less than $120,000. Please see Item 404(d) of Regulation S- K, and revise as necessary to describe the correct threshold and all related party transactions meeting that threshold.

Company Response to Comment 12:

We have updated the threshold description and the related transactions requiring disclosure. Please refer to pages 51, 52 and 53.

COMMENT 13: WARRANTS, PAGE 52.

We note disclosure in note 4 to the audited financial statements regarding the June 2016 private placement of units containing Series Q and Series R warrants and the March 2016 private placement of PPM Units containing Series O and Series P warrants. Please tell us whether the Series Q and Series O warrants were outstanding as of the date of the table, or include them in the table.

Company Response to Comment 13:

The warrant table has been updated as of the date indicated and includes all unexercised warrants. The Company issued two Q warrants for 468,750 shares each pursuant to the June 2016 private placement. Both were converted, in full, on a cashless basis on September 7, 2017. The Series O warrants expired on October 31, 2017 and were either exercised or expired unexercised. Please refer to page 54.

4

COMMENT 14: SELLING STOCKHOLDER TABLE, PAGE 57.

14. We note disclosure regarding your registration rights agreement on page 60 that your failure to file any required registration statements would result in penalties requiring you to issue additional shares of common stock. Please disclose here whether you failed to file any required registration statements and whether amounts owned by selling shareholders include any additional shares of common stock you were required to issue.

Company Response to Comment 14:

The requested disclosure has been added. Please refer to page 60.

Comment 15: Plan of Distribution, page 59.

15. We note disclosure that your selling stockholders may sell shares of your common stock short. Please add a new risk factor with discussion of the effects of short selling on the market price of your common stock.

Company Response to Comment 15:

The risk factor relating to the effects of short selling on the market price of the Company’s common stock has been added. Please refer to page 16.

COMMENT 16: EXPERTS, PAGE 60.

16. You indicate that your consolidated financial statements for the fiscal years ended August 31, 2016 and 2015 have been audited by Peterson Sullivan, LLP. Please revise your disclosure to indicate that your consolidated financial statements for the fiscal years ended August 31, 2017 and 2016 have been audited by Peterson Sullivan, LLP.

Company Response to Comment 16:

The revision has been made. Please refer to page 63.

COMMENT 17: ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS, PAGE II-2.

17. We note disclosure that your bylaws “contain broad indemnification provisions”. Please briefly elaborate to state the general effect of your bylaws under which any controlling persons, director or officer is insured or indemnified in any manner against liability which he may incur in his capacity as such. See Item 702 of Regulation S-K.

Company Response to Comment 17:

The section has been revised to provide an expanded discussion of the indemnification provisions and their potential impact on the Company and its stockholders. Please refer to pages II-1 and II-2. In addition, a disclosure regarding the Commissions position on indemnification for securities law violations has been included on page 64.

COMMENT 18: EXHIBITS, PAGE II-6.

We note disclosure of your wholly owned subsidiaries, Kinetic Energy Corporation and New Energy Solar Corporation on page F-5. Please add Exhibit 21 to the exhibit list and file exhibit 21 with your next amendment. See Item 601(b)(21) of Regulation S-K.

Company Response to Comment 18:

Exhibit 21 has been filed with the pre-effective amendment no. 1.

5

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.

Satterlee Stephens LLP

By: /s/ Joseph Sierchio

Name: Joseph Sierchio

Title: Partner

cc. John A. Conklin, President and Chief Executive Officer (by email)

6

Mail Stop 4631

February 26, 2018
Via E -Mail
John A. Conklin
President and Chief Executive Officer
Solarwindow Technologies, Inc.
10632 Little Patuxent Parkway, Suite 406
Columbia, MD  21044

Re: Solarwindow Technologies, Inc.
Registration Statement on Form S -1
Filed February 1, 2018
  File No. 333 -222809

Dear Mr. Conklin :

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

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

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

General

1. We note that your registration statement on Form S -1, File no. 333 -212770, has not been
updated to include your audited financial statements for the year ended August 31, 2017,
as required by Section 10(a)(3) of the Securi ties Act and your Item 512(a)(i) undertaking.
Please advise whether any offers or sales have been made under that registration
statement since December 31, 2017, the date by which information should have been
updated.  We may have further comment upon rev iew of your response.

Calculation of Registration Fee Table

2. The disclosure of the securities listed in the fee table and on the prospectus cover page
and elsewhere in the prospectus appears to contain several errors.  The prospectus cover
page refers t o 821,600 shares as underlying “Series P” instead of “Series S” warrants that

John A. Conklin
Solarwindow Technologies, Inc.
February 26, 2018
Page 2

 are exercisable for $3.42 per share.  Regarding shares previously registered for resale, the
fee table does not indicate that any of these 1,527,445 shares are still subject to t he
exercise of Series P warrants, although the prospectus cover page indicates that 86,500
shares are issuable upon exercise of Series P warrants.  Please revise as necessary to
reconcile your disclosures between the cover page and fee table, and elsewhere  in the
prospectus as necessary.

3. We note your footnote five disclosure that you are using Rule 457(g) to calculate the
registration fee.  Since the transaction you are registering is the resale of shares by selling
stockholders at market prices, the regis tration fee for these shares should be calculated
based on the highest of the price at which the warrants may be exercised or the price of
securities of the same class determined in accordance with Rule 457(c), or the last sale
reported for your securities  on OTCQB within five business days prior to the filing of
your registration statement.    Please see Rule 457(c) and (g) and revise accordingly in
your next amendment.

Shares Outstanding upon Closing of the Offering, page 4

4. Please disclose the number of shares outstanding assuming the exercise of all of the
warrants overlying shares that may be sold under this registration statement.

Risk Factors, page 7

5. We note the  first risk facto r under the heading ‘Risks related to our Business’ where you
indicate that your auditor has issued a going concern explanation in their report on your
most recent audited financial statement.   We further note the audit report included on
page F -14 which d oes not appear to include a going concern explanation.  Please revise
your filing to correct this discrepancy.

We may compete for the time and efforts of our officers and directors, page 8

6. Please clarify whether your officers and directors owe fiduciary duties to any other
companies or entities, and, if so, please revise your risk factors to disclose how such
duties may affect your business and operations.

There are warrants to purchase shares of our common stock currently outstanding, page 16

7. Please re concile the information about the number and range of exercise prices of
warrants currently outstanding with the information disclosed under “Warrants” on page
52.

John A. Conklin
Solarwindow Technologies, Inc.
February 26, 2018
Page 3

 There is a convertible note in the principal amount of $3,000,000 … page 16

8. Please disc lose the number of shares and warrants you would be obligated to issue if
KCC elected to convert the entirety of amounts owing under the 2013 Note.

We have entered into registration rights agreements with KCC …, page 16

9. Please disclose the number of shar es with respect to which KCC has registration rights.

Determination of offering price, page 18

10. Please confirm that that the underlying securities in the “units” disclosed in this section
are not being registered in this offering and clarify why the conve rsion price of units is
relevant to this offering.

Market Price of and Dividends on our Common Stock . . . , page 18

11. Please update the table to include, in addition to stock price information for the two most
recently completed fiscal years, information for any subsequent interim period for which
financial statements are required to be included.  Please see Item 201(a)(1)(ii) of
Regulation S -K.

Transactions with Related Persons . . . , page 49

12. We note disclosure that you are required to report transactions in which the amount
involved exceeds $120,000.  Please note that as a smaller reporting company, you must
disclose transactions that exceed the lesser of $120,000 or one percent of the average of
your total assets at year -end for the last two completed fiscal years.  Based on your
audited financial statements, it appears that the threshold for you to disclose related party
transactions is significantly less than $120,000.  Please see Item 404(d) of Regulation S -
K, and revise as necessary to des cribe the correct threshold and all related party
transactions meeting that threshold.

Warrants, page 52

13. We note disclosure in note 4 to the audited financial statements regarding the June 2016
private placement of units containing Series Q and Series R warrants and the March 2016
private placement of PPM Units containing Series O and Series P warrants.  Please tell us
whether the Series Q and Series O warrants were outstanding as of the date of the table,
or include them in the table.

John A. Conklin
Solarwindow Technologies, Inc.
February 26, 2018
Page 4

 Selling Stockholder table, page 57

14. We note disclosure regarding your registration rights agreement on page 60 that your
failure to file any required registration statements would result in penalties requiring you
to issue additional shares of common stock.  Pleas e disclose here whether you failed to
file any required registration statements and whether amounts owned by selling
shareholders include any additional shares of common stock you were required to issue.

Plan of Distribution, page 59

15. We note disclosure t hat your selling stockholders may sell shares of your common stock
short.  Please add a new risk factor with discussion of the effects of short selling on the
market price of your common stock.

Experts, page 60

16. You indicate that your consolidated financi al statements for the fiscal years ended August
31, 201 6 and 2015 have been audited by Peterson Sullivan, LLP.   Please revise your
disclosure to indicate that your consolidated financial statements for the fiscal years
ended August 31, 2017 and 2016 have b een audited by Peterson Sullivan, LLP.

Item 14.  Indemnification of Officers and Directors, page II -2

17. We note disclosure that your bylaws “contain broad indemnification provisions”.  Please
briefly elaborate to state the general effect of your bylaws under which any controlling
persons, director or officer is insured or indemnified in any manner against liability
which he may incur in his capacity as such.  See Item 702 of Regulation S -K.

Item 16. Exhibits, page II -6

18. We note disclosure of your wholly  owned subsidiaries, Kinetic Energy Corporation and
New Energy Solar Corporation on page F -5.  Please add Exhibit 21 to the exhibit list and
file exhibit 21 with your next amendment.  See Item 601(b)(21) of Regulation S -K.

We remind you that the company a nd 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.

John A. Conklin
Solarwindow Technologies, Inc.
February 26, 2018
Page 5

 You may contact Ernest Greene, Staff Accountant at (202) 551 -3733  or, in his absence,
Mindy Hooker, Staff Accountant  at (202) 551 -3732  if you h ave questions regarding comments
on the financial statements and related matters.  Please contact Sherry Haywood, Staff Attorney
at (202) 551 -3345  or, in her absence,  me at (202) 551 -3760  with any other questions.

Sincerely,

 /s/ Pamela Long

 Pamela Long
 Assistant Director
Office of Manufacturing and
Construction

Cc: Via E -Mail
 Joseph Sierchio

CORRESP
1
filename1.htm

wndw_corresp.htmSolarWindow Technologies, Inc.

10632 Little Patuxent Parkway

Suite 406

Columbia, MD 21044

August 16, 2016

Via EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

 Re: SolarWindow Technologies, Inc.   Registration Statement on Form S-1

File No. 333-212770

To whom it may concern,

On behalf of SolarWindow Technologies, Inc. (the "Registrant") and in accordance with Rule 461 of the Securities Act of 1933, as amended, I hereby request the acceleration of the effective date of the above referenced registration statement so that it be declared effective as of 4:00 p.m., Eastern Time, on Thursday, August 18, 2016, or as soon as practicable thereafter.

In connection with this request for the acceleration of the effective date of the registration statement, Registrant acknowledges that:

 ·

 should the Securities and Exchange Commission (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 Registrant 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.

      Sincerely,

 By: /s/ John Conklin

 Name:

 John Conklin

  Title: President and Chief Executive Officer

Mail Stop 4631

August 10, 2016

Via E -mail
John A Conklin
President and Chief Executive Officer
SolarWindow Technologies, Inc.
10632 Little Patuxet Parkway, Suite 406
Columbia, Maryland 21044

Re: SolarWindow Technologies , Inc.
  Registration Statement on Form S-1
Filed  July 29, 2016
  File No.  333-212770

Dear Mr. Conklin :

We have limited our review of your registration statement to those issues w e have
addressed in our comment .

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

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

Item 15.  Recent Sales of Unregistered Securities

1. We note your disclosure r egarding recent sales of unregistered securities.  For example,
on page 7 you reference the “6/2016 Offering” and the “3/2016 Offering” and on page 30
you reference the “June 2016 Private Placement.”  Please revise to provide the
information required by It em 701 of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules requ ire.  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.

John A. Conklin
SolarWindow Technologies, Inc.
August 10, 2016
Page 2

 Notwithstanding our comments, in the event you request ac celeration 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 do es 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
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  Chris Ronne, Staff Attorney , at (202) 551 -6156 or me at (202) 551 -3754
with any questions.

Sincerely,

 /s/ Asia Timmons -Pierce, for

Pamela A. Long
Assistant Director
Office of Manufacturing an d
Construction

cc: Joseph Sierchio, Esq.

CORRESP
1
filename1.htm

New Energy Technologies, Inc.

10632 Little Patuxent Parkway

Suite 406

Columbia, MD 21044

Via EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

December 30, 2014

Re:

New Energy Technologies, Inc.

Post-Effective Amendment No. 6 to Registration Statement

On Form S-1

Filed December 22, 2014

File No. 333-182253

To whom it may concern,

On behalf of New Energy Technologies, Inc. (the “Registrant”) in connection with the Commission declaring the above post-effective amendment effective, Registrant acknowledges that:

·

should the Securities and Exchange Commission (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 Registrant 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.

Sincerely,

By: /s/ John Conklin

Name:  John Conklin

Title: President and Chief Executive Officer

CORRESP
1
filename1.htm

December 22, 2014

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Attention: Jay Ingram, Legal Branch Chief

Re:

New Energy Technologies, Inc.

Post-Effective Amendment no. 5 to Form S-1

Filed December 8, 2014

File No. 333-18223

Dear Mr. Ingram,

We serve as counsel to New Energy Technologies, Inc. (the “Company”) in connection with the preparation of the above referenced Registration Statement on Form S-1 (the “Registration Statement”). On behalf of the Company, please find the following response to the comment letter dated December 18, 2014. For ease of reference we have reproduced the comments below in bold, followed by our response.

General

Comment:

1. The currently filed post-effective amendment terminates at page F-15. Please amend to include a complete filing or advise.

Response:

It appears that a portion of the post-effective amendment was cut off when it was filed on EDGAR; we have refiled to include the complete filing.

430 Park Avenue, Suite 702, New York, New York 10022

Tel: 212-246-3030 ● Fax: 212-246-3039 ● Web: www.SandCllp.com

SIERCHIO & COMPANY, LLP

Comment:

2. We note that your registration statement was declared effective on September 11, 2012 and included your audited financial statements for the year ended August 31, 2011. Your post-effective amendments numbers 1 through 4, include audited financial statements for the year ended August 31, 2012. When a prospectus is used for more than nine months after the effective date of the registration statement, the audited financial statements contained in the prospectus must be as of a date not more than sixteen months prior to such use. Refer to Section 10(a)(3) of the Securities Act of 1933. As a result, we note that the audited financials contained in post-effective amendment no. 4 went stale on December 31, 2013. However, post-effective amendment no. 5 was filed on December 8, 2014. Section 5(b) of the Securities Act requires that a prospectus meeting the requirements of Section 10(a) be delivered before or at the same time with a confirmation of sale of a security. Please tell us supplementally whether you have made any offers or sales using the prospectus during the period in which your financial statements were not current. If yes, please provide us with a legal analysis of your compliance with Section 5 of the Securities Act.

Response:

Please be advised that the Company completed sale of all of the Units included in the prospectus in February 2013; we have confirmed with the Company and its transfer agent that the Company did not make any offers or sales using the prospectus during the period in which its financial statements were not current.

Should you wish to further discuss this matter please don’t hesitate to contact me at (212) 246-3030.

Sincerely,

/s/ Elishama Rudolph

Elishama Rudolph

430 Park Avenue, Suite 702, New York, New York 10022

Tel: 212-246-3030 ● Fax: 212-246-3039 ● Web: www.SandCllp.com

December 18, 2014
Via E -mail
John A. Conklin
Chief Executive Officer
New Energy Technologies, Inc.
10632 Little Patuxent Parkway, Suite 406
Columbia, Maryland  21044

Re: New Energy Technologies, Inc.
 Post-Effective Amendment no. 5 to Form  S-1
Filed  December 8, 2014
 File No.  333-182253

Dear Mr. Conklin :

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 .  Where you do not believe our comments apply to your facts and
circumstances o r do not believe an amendment is appropriate, please tell us why in your
response.

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

General

1. The currently filed post -effective amendment terminates at page F -15.  Please amend to
include a complete filing or advise.

2. We note that your registration statement was declared effective on September 11, 2012
and included your audited financial state ments for the year ended August 31, 2011.  Your
post-effective amendments numbers 1 through 4, include audited financial statements for
the year ended August 31, 2012.  When a prospectus is used for more than nine months
after the effective date of the reg istration statement, the audited financial statements
contained in the prospectus must be as of a date not more than sixteen months prior to
such use.  Refer to Section 10(a)(3) of the Securities Act of 1933.  As a result, we note
that the audited financia ls contained in post -effective amendment no. 4 went stale on
December 31, 2013.  However, post -effective amendment no. 5 was filed on December 8,
2014.  Section 5(b) of the Securities Act requires that a prospectus meeting the
requirements of Section 10(a)  be delivered before or at the same time with a confirmation

John A. Conklin
New Energy Technologies, Inc.
December 18, 2014
Page 2

 of sale of a security.  Please tell us supplementally whether you have made any offers or
sales using the prospectus during the period in which your financial statements were not
current.  If yes , please provide us with a legal analysis of your compliance with Section 5
of the Securities Act.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information  the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they  have made.

Notwithstanding our comments, before we can declare the amended registration
statement effective, the company should provide us with a letter, acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, dec lare 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 contact Sherry Haywood, Staff Attorney at (202) 551 -3345  or, in her absence,  me
at (202) 551 -3397  with any questions.

Sincerely,

 /s/ Jay Ingram

 Jay Ingram
Legal Branch Chief

Cc: Via E -mail
 Elishama Rudolph, Esq.

CORRESP
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New Energy Technologies, Inc.

10632 Little Patuxent Parkway

Suite 406

Columbia, MD 21044

Via EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

December 15, 2014

Re:

New Energy Technologies, Inc.

Registration Statement On Form S-1

File No. 333-198306

To whom it may concern,

On behalf of New Energy Technologies, Inc. (the “Registrant”) and in accordance with Rule 461 of the Securities Act of 1933, as amended, I hereby request the acceleration of the effective date of the above referenced registration statement so that it be declared effective as of 4:00 p.m., Eastern Time, on Wednesday, December 17, 2014, or as soon as practicable thereafter.

In connection with this request for the acceleration of the effective date of the registration statement, Registrant acknowledges that:

·

should the Securities and Exchange Commission (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 Registrant 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.

Sincerely,

By: /s/ John Conklin

Name:  John Conklin

Title: President and Chief Executive Officer

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December 3, 2014

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Attention: Pamela Long, Assistant Director

Re:

New Energy Technologies, Inc.

Registration Statement on Form S-1

Filed August 22, 2014

File No. 333-1986306

Dear Ms. Long,

We serve as counsel to New Energy Technologies, Inc. (the “Company”) in connection with the preparation of the above referenced Registration Statement on Form S-1 (the “Registration Statement”). On behalf of the Company, please find the following response to the comment letter dated November 25, 2014. For ease of reference we have reproduced the comments below in bold, followed by our response.

Risk Factors, page 10

We may require additional financing to expand, accelerate or sustain our current level of …page 10

Comment:

1. You state here that “cash on hand should be sufficient to enable us to continue operations into our fiscal year ending August 31, 2015.” Since you are currently in the fiscal year ending August 31, 2015, please revise here and in MD&A to clearly state how long cash on hand will be sufficient to fund operations.

Response:

We have revised the statement as requested.

Security Ownership of Certain Beneficial Owners and Management, page 45

Comment:

2. You state here and under “The Selling Stockholder,” on page 51, that KCC beneficially owns 24,052,201 shares out of 24,310,518 shares currently outstanding, which is 98.94% of the shares currently outstanding. However, you represent this as representing ownership of 62.3% of your common stock. You also state on page 51 that if all shares registered in this prospectus are sold, KCC will beneficially own 46.8% of your common stock, rather than the 74.26% of your stock that KCC’s remaining18,052,201 shares represents. Please revise throughout.

430 Park Avenue, Suite 702, New York, New York 10022

Tel: 212-246-3030 ● Fax: 212-246-3039 ● Web: www.SandCllp.com

1

Sierchio & Company, LLP

Response:

As stated in the footnotes to the beneficial ownership table and the table under “The Selling Stockholder,” KCC’s beneficial ownership has been calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, which states:

“A person shall be deemed to be the beneficial owner of a security, subject to the provisions of paragraph (b) of this rule, if that person has the right to acquire beneficial ownership of such security, as defined in Rule 13d-3(a) (§ 240.13d-3(a)) within sixty days, including but not limited to any right to acquire: (A) Through the exercise of any option, warrant or right; (B) through the conversion of a security; (C) pursuant to the power to revoke a trust, discretionary account, or similar arrangement; or (D) pursuant to the automatic termination of a trust, discretionary account or similar arrangement... Any securities not outstanding which are subject to such options, warrants, rights or conversion privileges shall be deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person but shall not be deemed to be outstanding for the purpose of computing the percentage of the class by any other person.” See 17 CFR 240.13d-3(d)(1)(i)

Accordingly, the shares issuable to KCC upon exercise of outstanding warrants and conversion of the Convertible Note have been added to the current number of shares outstanding when calculating KCC’s beneficial ownership percentage. To mitigate any potential confusion by the reader we have revised the footnotes to the respective tables to include a more detailed explanation as to how the beneficial ownership percentage has been calculated.

Exhibit 5.1

Comment:

3. On page 2 you state that your opinions are based on the assumptions that “any securities that consist of shares of capital stock will have been authorized and reserved for issuance, in each case within the limits of the then authorized but unissued and unreserved amounts of such capital stock; [and] the resolutions authorizing the company to issue, offer and sell the Securities will have been adopted by the Company’s Board … and will be in full force and effect at all times at which the Securities are offered or sold by the Company.” Please note that these assumptions are inappropriate. Refer to Staff Legal Bulletin 19.II.B.3.a, and please revise.

Revise:

We have revised our opinion accordingly.

Should you wish to further discuss this matter please don’t hesitate to contact me at (212) 246-3030.

Sincerely,

/s/ Elishama Rudolph

Elishama Rudolph

430 Park Avenue, Suite 702, New York, New York 10022

Tel: 212-246-3030 ● Fax: 212-246-3039 ● Web: www.SandCllp.com

2

November 25, 2014

Via e -mail
John Conklin
President and Chief Executive Officer
New Energy Technologies, Inc.
10632 Little Patuxent Parkway, Suite 406
Columbia, Maryland 21044

Re: New  Energy Technologies, Inc.
  Registration Statement on Form S-1
Filed  August 22, 2014
  File No.  333-198306

Dear Mr. Conklin:

We have reviewed your registration statement and have the following comments.

Risk Factors, page 10

We may require additional financing to expand, accelerate or sustain our current level of …page
10

1. You state here that “cash on hand should be sufficient to enable us to continue operations
into our fiscal year ending August 31, 2015.”  Since you are currently in the fiscal year
ending August 31, 2015, please revise here and in MD&A to clearly state how long cash
on hand will be sufficient to fund operations.

Security Ownership of  Certain Beneficial Owners and Management, page 45

2. You state here and under “The Selling Stockholder, ” on page 51, that KCC beneficially
owns 24,052,201 shares out of 24,310,518 shares currently outstanding, which is 98.94%
of the shares currently outstanding.  However, you represent this as representing
ownership of 62.3% of your common stock.  You also state on page 51 that if all shares
registered in this prospectus are sold, KCC will beneficially own 46.8% of your common
stock, rather than the 74.26% of your stock that KCC’s remaining18,052,201 shares
represents.  Please revise throughout.

Exhibit 5.1

3. On page 2 you state that your opinions are based on the assumptions that “any securities
that consist of shares of capital stock will have been authorized and reserved for

John Conklin
New Energy Technologies, Inc.
November 25, 2014
Page 2

 issuance, in each case within the limits of the then authorized but unissued and
unreserved amounts of such capital stock; [and] the resolutions authorizing the company
to issue, offer and sell the Securities will have been adopted by the Company’s Board …
and will be in full force and effect at all times at which the Securities are off ered or sold
by the Company.”  Please note that these assumptions are inappropriate.  Refer to Staff
Legal Bulletin 19.II.B.3.a, and please revise.

Please contact Leland Benton, Staff Attorney , at (202) 551 -3791  or me at (202) 551 -3765
with any questions.

Sincerely,

 /s/ Pamela Long

 Pamela Long
Assistant Director

CC:  Elishama Rudolph, Esq. ( via e -mail)
 Sierchio & Company, LLP

CORRESP
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November 18, 2014

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Attention: Pamela Long, Assistant Director

Re:

New Energy Technologies, Inc.

Registration Statement on Form S-1

Filed August 22, 2014

File No. 333-1986306

Dear Ms. Long,

We serve as counsel to New Energy Technologies, Inc. (the “Company”) in connection with the preparation of the above referenced Registration Statement on Form S-1 (the “Registration Statement”). On behalf of the Company, please find the following response to the comment letter dated September 17, 2014. We apologize for the delay in our response, however the Company was in the process of preparing its Annual Report on Form 10-K for its fiscal year ended August 31, 2014 and we wanted to include the full fiscal year financial information in the Company’s pre-effective amendment on Form S-1/A. For ease of reference we have reproduced the comments below in bold, followed by our response.

General

Comment:

1. We note that you are seeking to register the resale of shares of common stock issuable upon exercise of the Series J Stock Purchase Warrants and Series K Stock Purchase Warrants, which are issuable upon conversion of the convertible notes. Please note that it is not appropriate to register the resale of shares of common stock underlying securities that have not yet been issued. As the Series J warrants and Series K warrants are not currently outstanding, it is not appropriate to register the resale of the shares that may be issuable upon exercise of these warrants. Please revise accordingly, and please file an appropriately updated legal opinion.

Response:

We have amended the Registration Statement so that the Company is now offering for resale by the Selling Stockholder only the shares issuable upon conversion of the convertible note and shares that were purchased by the Selling Stockholder from the Company, or its affiliates, in transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). Additionally, we have revised our legal opinion to cover the shares that are being offered for resale as described herein.

430 Park Avenue, Suite 702, New York, New York 10022

Tel: 212-246-3030 ● Fax: 212-246-3039 ● Web: www.SandCllp.com

1

Sierchio & Company, LLP

Comment:

2. Your fee table includes the common stock that Kalen is offering for resale, as well as various warrants and units. Please clarify what transactions you are registering on this registration statement. For example, are you trying to register your issuance of the warrants and units to Kalen, or Kalen’s resale of the warrants and units? If you are only registering Kalen’s resale of common stock, note that you do not need to include the other securities in the table.

Response:

We have revised the fee table to register only the maximum number of shares issuable to the Selling Stockholder upon conversion of the convertible note and a fixed number of shares of common stock that were purchased by the Selling Stockholder from the Company, or its affiliates, in transactions exempt from the registration requirements of the Securities Act.

The Offering, page 9

Comment

3. You state here that you give the number of shares outstanding after closing of the offering without giving effect to the exercise of any warrants. Please also disclose the number of shares you would have outstanding upon the exercise of all warrants whose underlying shares you are registering for resale.

Response:

The Company is no longer registering for resale shares of common stock issuable to the Selling Stockholder upon exercise of warrants; accordingly, we have revised the disclosure of the number of shares outstanding upon closing of the offering to include the maximum number of shares issuable to the Selling Stockholder upon conversion of the convertible note, but not upon exercise of options or warrants.

Should you wish to further discuss this matter please don’t hesitate to contact me at (212) 246-3030.

Sincerely,

/s/ Elishama Rudolph

Elishama Rudolph

430 Park Avenue, Suite 702, New York, New York 10022

Tel: 212-246-3030 ● Fax: 212-246-3039 ● Web: www.SandCllp.com

2

September 17, 2014

Via e -mail
John Conklin
President and Chief Executive Officer
New Energy Technologies, Inc.
10632 Little Patuxent Parkway, Suite 406
Columbia, Maryland 21044

Re: New Energy Technologies, Inc.
  Registration Statement on Form S-1
Filed  August 22, 2014
  File No.  333-198306

Dear Mr. Conklin:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

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

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

General

1. We note that you are seeking to register the resale of shares of common stock issuable
upon exercise of the Series J Stock Purchase Warrants and Series K Stock Purchase
Warrants, which are issuable upon conver sion of the convertible notes.  Please note that
it is not appropriate to register the resale of shares of common stock underlying
securities that have  not yet been issued.  As the Series J warrants and Series K warrants
are not currently outstanding, it is no t appropriate to register the resale of the shares that
may be issuable upon exercise of these warrants.  Please revise accordingly, and please
file an appropriately updated legal opinion.

2. Your fee table includes the common stock that Kalen is offering fo r resale, as well as
various warrants and units.  Please clarify what transactions you are registering on this
registration statement.  For example, are you trying to register your issuance of the

John Conklin
New Energy Technologies, Inc.
September 17, 2014
Page 2

 warrants and units to Kalen, or Kalen’s resale of the warra nts and units?  If you are only
registering Kalen’s resale of common stock, note that you do not need to include the
other securities in the table.

The Offering, page 9

3. You state here that you give the number of shares outstanding after closing of the
offering without giving effect to the exercise of any warrants.  Please also disclose the
number of shares you would have outstanding upon the exercise of all warrants whose
underlying shares you are registering for resale.

We urge all persons who are re sponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possessi on 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 t o 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 effect iveness 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 acceler ation 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.

John Conklin
New Energy Technologies, Inc.
September 17, 2014
Page 3

 Please contact Leland B enton, Staff Attorney , at (202) 551 -3791  or me at (202) 551 -3765
with any questions.

Sincerely,

 /s/ Pamela Long

 Pamela Long
Assistant Director

CC:  Elishama Rudolph, Esq. ( via e -mail)
 Sierchio & Company, LLP

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    nene_corresp.htm

January 9, 2013

Via EDGAR

Attention: Jay Ingram

Legal Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Re: New Energy Technologies, Inc.

Post-Effective Amendment No. 2 to Registration Statement on Form S-1

Filed January 7, 2013

File No. 333-182253

Dear Mr. Ingram,

We serve as counsel to New Energy Technologies, Inc. (the “Company”) in connection with the preparation of the above referenced Post-Effective Amendment No. 2 to Registration Statement on Form S-1 (the “Form S-1”). On behalf of the Company, please find the following response to the comment letter dated January 8, 2018 (the “Comment Letter”).

Comment:

Calculation of Registration Fee

1. Please revise the registration fee table to separately list each security that is being registered. In particular, while you have registered the common stock, you have not separately registered the Units or the Series H Stock Purchase Warrants.

Response:

We have revised the registration fee table to include, separately, each of the Units, the Series H Warrants, the shares of common stock included in the Units and the shares of common stock issuable upon exercise of the Series H Warrants. The new registration fee table is provided below in its entirety:

430 Park Avenue,   Suite 702,    New York,    New York   10022

Tel: 212-246-3030 ● Fax: 212-246-3039 ● Web: www.SandCllp.com

Sierchio & Company, LLP

Calculation of Registration Fee

Title of each class of securities to be registered

Amount to be registered (1)

Proposed maximum offering price per share

Proposed maximum aggregate offering price (2)

Amount of registration fee

Units, consisting of one share of common stock, $0.001 par value and one-half Series H Stock Purchase Warrant

1,875,000

$
0.64

$
1,200,000

Common stock, $0.001 par value (3)

1,875,000

$
164

Series H Stock Purchase Warrants to purchase common stock included in the Units (3) (4)

937,500

Common stock, $0.001 par value (5)

937,500

$
0.83

$
778,125

$
106

Total

2,812,500

$
1,978,125

$
270
(6)

(1) In the event of a stock split, stock dividend or similar transaction involving our common stock, in order to prevent dilution, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).

(2) The proposed maximum offering price per share is estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act using the offering price per share.

(3) No fee required pursuant to Rule 457 under the Securities Act.

(4) Each full Series H Stock Purchase Warrant entitles the holder to purchase one additional share of common stock for a period of three years from issuance; no fractional shares will be sold.

(5) Represents shares of our common stock issuable upon exercise of the Series H Stock Purchase Warrants included as part of the units registered pursuant to this registration agreement.

(6) We previously paid $573 in registration fees.

Comment:

Exhibit 23.1

2. Please have counsel revise the legality opinion to opine on the Units. Please note that counsel should provide a binding obligation opinion with respect to the legality of the Units.

Response:

We have revised our legal opinion to opine on the Units and each security component of the Units. As part of the revised legal opinion we have opined that the Units, if and when paid for in accordance with the terms of the Form S-1 and an executed Subscription Agreement, will be valid and binding obligations of the Company.

In accordance with Rule 461 of the Securities Act of 1933, as amended, the Company hereby requests the acceleration of the effective date of the Form S-1 so that it be declared effective as of 12:30 p.m., Eastern Time, on Friday, January 11, 2013, or as soon as practicable thereafter.

Sierchio & Company, LLP

In connection with this request for the acceleration of the effective date of the Form S-1, 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.

Should you wish to further discuss this matter please don’t hesitate to contact me at (212) 246-3030.

Sincerely,

/s/ Joseph Sierchio

Joseph Sierchio

430 Park Avenue,   Suite 702,    New York,    New York   10022

Tel: 212-246-3030 ● Fax: 212-246-3039 ● Web: www.SandCllp.com

January 8 , 2013

Via E -mail
John A. Conklin
President and Chief Executive Officer, Chief Financial Officer
New Energy Technologies, Inc.
9192 Red Branch Road, Suite 110
Columbia, MD 21045

Re: Post-Effective Amendment No. 2 to Registration on Form S -1
  Filed January 7, 2013
  File No. 333-182253

Dear Mr. Conklin :

We have reviewed the above -captioned filing and have the following comments .

Calculation of Registration Fee

1. Please revise the registration fee table to separately list each security that is being
registered. In particular, while you have registered the comm on stock, you have not
separately registered the Units or the Series H Stock Purchase Warrants.

Exhibit 23.1

2. Please have counsel revise the legality opinion to opine on the Units. Please note that
counsel should provide a binding obligation opinion with respect to the legality of the
Units.

Please contact Asia Timmons -Pierce, Staff Attorney,  at 202-551-3754  or me at 202-551-
3397  with any other questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief

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January 7, 2013

Via EDGAR

Attention: Jay Ingram

Legal Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Re: New Energy Technologies, Inc.

Post-Effective Amendment to Registration Statement on Form S-1

Filed December 7, 2012

File No. 333-182253

Dear Mr. Ingram,

We serve as counsel to New Energy Technologies, Inc. (the “Company”) in connection with the preparation of the above referenced Post-Effective Amendment (#1) to Registration Statement on Form S-1 (the “Form S-1”). On behalf of the Company, please find the following response to the comment letter dated January 2, 2013 (the “Comment Letter”).

Comment:

Calculation of Registration Fee

1. Please revise the registration fee table to separately list each security that is being registered. In particular, while you have registered the common stock, you have not separately registered the Units or the Series H Stock Purchase Warrants. Please revise your disclosure in the fee table and elsewhere in the prospectus.

Response:

The current registration fee table is set forth in its entirety below:

Calculation of Registration Fee

Title of each class of securities to be registered

Amount to be registered (1)

Proposed maximum offering price per share

Proposed maximum aggregate offering price

Amount of registration fee

Common stock, $0.001 par value (2)

1,875,000

$
0.64

$
1,200,000
(3)

$
164

Common stock, $0.001 par value (4)

937,500

$
0.83

$
778,125

$
106

Total

2,812,500

$
1,978,125

$
270
(5)

430 Park Avenue,   Suite 702,    New York,    New York   10022

Tel: 212-246-3030 ● Fax: 212-246-3039 ● Web: www.SandCllp.com

1

Sierchio & Company, LLP

(1) In the event of a stock split, stock dividend or similar transaction involving our common stock, in order to prevent dilution, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).

(2) Represents shares of our common stock, par value $0.001 per share to be sold pursuant to this registration statement.

(3) The proposed maximum offering price per share is estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act using the offering price per share.

(4) Represents shares of our common stock issuable upon exercise of the Series H Stock Purchase Warrants included as part of the units registered pursuant to this registration agreement.

(5) We previously paid $573 in registration fees.

The registration fee table includes two separate line items for shares being registered pursuant to the Form S-1; the first line item represents the shares of the Company’s common stock that are being sold pursuant to the Form S-1 and the second line item represents the shares of common stock issuable upon exercise of the Series H Stock Purchase Warrants included as part of the units registered pursuant to the Form S-1. Accordingly, the registration fee table, and the corresponding amount of registration fee payable, include both the shares of common stock included as part of the units and the shares of common stock issuable upon exercise of the Series H Stock Purchase Warrants included as part of the units.

Additionally, the Form S-1 describes the Units as follows:

“Each Unit consists of:

·

one (1) share of our common stock, $0.001 par value per share (collectively, the “Unit Shares”); and

·

one-half (1/2) Series H Stock Purchase Warrant (collectively, the “Series H Warrants”).

Each full Series H Warrant entitles the holder to purchase one additional share of our common (the “Warrant Shares”) at a purchase price of $0.83 for a period of three years from the date of issuance; no fractional shares will be sold.”

Comment:

Description of our Securities, page 53

2. Please describe all material terms of the Series G Warrants and Series H Warrants, including exercise terms.

Response:

We have replaced the current Description of our Securities, Warrants, in its entirety with the following:

As of the date of this prospectus, there are 625,000 Series G Warrants outstanding allowing the holder thereof (the “Holder”) to purchase up 625,000 shares of our common stock. The Series G Warrants are exercisable through April 17, 2016, with an initial exercise price of 84% of the average of the closing price for our common stock as reported on the OTCQB for the five trading days immediately preceding the closing of the April 17, 2012 Bridge Loan, or $1.92 per share, subject to adjustment as provided therein. Additionally, the Series G Warrants contain a cashless exercise provision and require us to file a registration statement with the SEC for the shares issuable upon exercise of the Series G Warrants within 60 days receipt of a written request by the Holder. In addition, we are offering up to 937,500 Series H Warrants as part of the Units. Each full Series H Warrant entitles the holder to purchase one additional share of our common at a purchase price of $0.83 for a period of three years from the date of issuance; no fractional shares will be sold.

430 Park Avenue,   Suite 702,    New York,    New York   10022

Tel: 212-246-3030 ● Fax: 212-246-3039 ● Web: www.SandCllp.com

2

Sierchio & Company, LLP

Comment:

Exhibit 23.1

3. Please have counsel revise the legality opinion to opine on the Units and each security component of the Units. Please note that counsel should provide a binding obligation opinion with respect to the legality of the Units. Since the warrants are contractual obligations issued pursuant to agreements, counsel must opine that the warrants, when issued, will be a binding obligation under the law of the jurisdiction governing the warrants. Counsel should provide an opinion with respect to whether the common stock will be, when sold: legally (or validly) issued; fully paid; and non-assessable. Please refer to Staff Legal Bulletin No. 19 available at http://www.sec.gov/interps/legal/cfslb19.htm for further guidance.

Response:

We have revised our legal opinion to opine on the Units and each security component of the Units. As part of the revised legal opinion we have opined that the warrants, if and when paid for in accordance with the terms of the Form S-1, will be valid and binding obligations of the Company, except as may be limited by bankruptcy, insolvency or other similar laws affecting the rights and remedies of creditors in general and the general principles of equity.

In accordance with Rule 461 of the Securities Act of 1933, as amended, the Company hereby requests the acceleration of the effective date of the Form S-1 so that it be declared effective as of 12:30 p.m., Eastern Time, on Friday, January 11, 2013, or as soon as practicable thereafter.

In connection with this request for the acceleration of the effective date of the Form S-1, 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.

430 Park Avenue,   Suite 702,    New York,    New York   10022

Tel: 212-246-3030 ● Fax: 212-246-3039 ● Web: www.SandCllp.com

3

Sierchio & Company, LLP

Should you wish to further discuss this matter please don’t hesitate to contact me at (212) 246-3030.

Sincerely,

/s/ Joseph Sierchio

Joseph Sierchio

430 Park Avenue,   Suite 702,    New York,    New York   10022

Tel: 212-246-3030 ● Fax: 212-246-3039 ● Web: www.SandCllp.com

4

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January 4, 2013

Via EDGAR

Attention: Jay Ingram

Legal Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Re: New Energy Technologies, Inc.

Post-Effective Amendment to Registration Statement on Form S-1

Filed December 11, 2012

File No. 333-162417

Dear Mr. Ingram,

We serve as counsel to New Energy Technologies, Inc. (the “Company”) in connection with the preparation of the above referenced Post-Effective Amendment (#2) to Registration Statement on Form S-1 (the “Form S-1”). On behalf of the Company, please find the following response to the comment letter dated January 2, 2013 (the “Comment Letter”).

Comment:

General

1. We note that your registration statement was declared effective on July 27, 2011 and included your audited financial statements for the year ended August 31, 2010. In that registration statement, you undertook to file post effective amendments in order to update your prospectus pursuant to Section 10(a)(3) of the Securities Act. It appears that your first Section 10(a)(3) update was required on or before April 30, 2012. Please tell us whether you made offers and sales using this prospectus during the period in which your audited financial statements were not current. If yes, please provide us with a legal analysis of your compliance with Sections 5 and 10(a)(3) of the Securities Act.

Response:

We have contacted the Company’s transfer agent and have confirmed that none of the selling stockholders named in the Form S-1 have sold any of the shares registered in the Form S-1 during the period of time from April 30, 2012, to the date of the Comment Letter. Additionally, the Company had previously contacted each of the selling stockholders named in the Form S-1 by email and indicated that the Commission was reviewing the Form S-1 and that the selling stockholders:

“are hereby advised that the prospectus part of the PEA [the Form S-1] may not be used by you to effect a sale of any of your shares registered for resale until such time as the PEA is declared effective by the SEC. We will inform you promptly when we receive notification from the SEC that the PEA has been declared effective.”

430 Park Avenue,   Suite 702,    New York,    New York   10022

Tel: 212-246-3030 ● Fax: 212-246-3039 ● Web: www.SandCllp.com

1

In accordance with Rule 461 of the Securities Act of 1933, as amended, the Company hereby requests the acceleration of the effective date of the Form S-1 so that it be declared effective as of 12:30 p.m., Eastern Time, on Friday, January 11, 2013, or as soon as practicable thereafter.

In connection with this request for the acceleration of the effective date of the Form S-1, 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.

Should you wish to further discuss this matter please don’t hesitate to contact me at (212) 246-3030.

Sincerely,

/s/ Joseph Sierchio

Joseph Sierchio

430 Park Avenue,   Suite 702,    New York,    New York   10022

Tel: 212-246-3030 ● Fax: 212-246-3039 ● Web: www.SandCllp.com

2

January 2, 2013

Via E -mail
John A. Conklin
President and Chief Executive Officer , Chief Financial Officer
New Energy Technologies, Inc.
9192 Red Branch Road,  Suite 110
Columbia, MD 21045

Re: Post-Effect Amendment to R egistration Statement on Form S-1
Filed  December 7 , 2012
  File No.  333-182253

Dear Mr. Conklin :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where 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.

Calculation of Registration Fee

1. Please revise the registration fee table to separately list each security that is being
registered. In particular, while you have registered the common stock, you have not
separately regi stered the Units or the Series H Stock Purchase  Warrants.  Please revise
your disclosure in the fee table and elsewhere in the prospectus.

Description of our Securities, page 53

2. Please describe all material terms of the Series G Warrants and Series H War rants,
including exercise terms.

Exhibit 23.1

3. Please have counsel revise the legality opinion to opine on the Units and each security
component of the Units. Please note that counsel should provide a binding obligation

John A. Conklin
New Energy Technologies, Inc.
January 2, 2013
Page 2

 opinion with respec t to the legalit y of the Units.  Since the warrants are contractual
obligations issued pursuant to agreements, counsel must opine that the warrants, when
issued, will be a binding obligation under the law of the jurisdiction governing the
warrants.  Counsel should provide  an opinion with respect to whether the common stock
will be, when sold: legally (or validly) issued; fully paid; and non -assessable . Please refer
to Staff Legal Bulletin No. 19 available at  http://www.sec.gov/interps/legal/cfslb19.htm
for further guidance .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company a nd 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 effecti ve 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 t o 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 effect iveness 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 acceler ation 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.

John A. Conklin
New Energy Technologies, Inc.
January 2, 2013
Page 3

 Please contact Asia Timmo ns-Pierce, Staff Attorney,  at 202-551-3754  or me at 202-551-
3397 with any other questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief

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New Energy Technologies, Inc.

9192 Red Branch Road

Suite 110

Columbia, MD 21045

Via EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

September 7, 2012

 Re: New Energy Technologies, Inc.

Pre-Effective
Amendment No. 2  to Registration Statement

On
Form S-1

Filed
August 23, 2012

File
No. 333-182253

To whom it may concern,

On behalf of New Energy Technologies, Inc.
(the “Registrant”) and in accordance with Rule 461 of the Securities Act of 1933, as amended, I hereby request
the acceleration of the effective date of the above referenced amended registration statement so that it be declared effective
as of 4:30 p.m., Eastern Time, on Tuesday, September 11, 2012, or as soon as practicable thereafter.

In connection with this request for the
acceleration of the effective date of the amended registration statement, Registrant acknowledges that:

 · should the Securities and Exchange Commission (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 Registrant 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.

Sincerely,

By: /s/ John Conklin

Name:	John Conklin

Title:	President and Chief Executive Officer

August 22, 2012

Via E -Mail
John A. Conklin
President and Chief Executive Officer
New Energy Technologies, Inc.
9192 Red Branch Road, Suite 110
Columbia, Maryland  21045

Re: New Energy Technologies, Inc.
  Amendment No. 1 to Registration Statement on Form S-1
Filed  August 16, 2012
  File No.  333-182253

Dear Mr. Conklin :

We have reviewed your amended registration statement and have t he following
comments:

Legal Opinion, Exhibit 5.1

1. Please have counsel delete the second sentence in the last paragraph of the legal opinion.
Investors should be able to rely on the opinion.

2. Please revise the legal opinion to opine on the corporate laws of Nevada, the jurisdiction
of incorporation of New Energy Technologies, Inc.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are 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 o r 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;

John A. Conklin
New Energy Technologies, Inc.
August 22, 2012
Page 2

  the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Sherry Haywood  at 202-551-3345 or me at 202-551-3760 with any
questions.

Sincerely,

 /s/ Pamela Long

Assistant Director

cc: Via E -Mail
Joseph Sierchio, Esq.
 Sierchio & Company, LLP
 430 Park Avenue, 7th Floor
 New York, New York 10022

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Please Reply to: Joseph Sierchio

Telephone: (212) 246-3030

E-mail: jsierchio@usandseclaw.com

August 16, 2012

Via EDGAR

Pamela Long

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

 Re: New Energy Technologies, Inc. (the “Company”)

Registration
Statement on Form S-1 (the “Registration Statement”)

Filed
June 21, 2012

File
No. 333-182253

Dear Ms. Long,

We serve as corporate counsel to the Company
and have been requested to respond to the comment letter the Company received from the U.S. Securities and Exchange Commission
(the “Commission”) dated July 18, 2012, regarding the Registration Statement.

Comment 1. Please include interim financial statements for
the period ended May 31, 2012. Please similarly update your financial information throughout the filing.

The Company has filed a pre-effective amendment
to the Registration Statement on Form S-1/A (the “Amended Registration Statement”) in which interim financial
statements for the period ended May 31, 2012, are included. Additionally, the Company has updated its financial information throughout
the filing.

Comment 2. Please note that we may have comments on the legal
opinion once it is filed. Please understand that we will need adequate time to review it.

The Amended Registration Statement includes
a legal opinion regarding the securities being registered pursuant to the Registration Statement. The legal opinion is consistent
with those we have previously filed on behalf of clients registering securities, but the Company understands that the Commission
reserves the right to review the Registration Statement and all amendments and exhibits thereto.

Comment 3. Please file as an exhibit to your registration
statement and post on your corporate website Interactive Data Files pursuant to Rule 405 of Regulation S-T, when the registration
statement contains price information and before effectiveness.

The Amended Registration Statement, which
contains price information, includes Interactive Data Files as an exhibit thereto. Additionally, the Company will post such information
on its corporate website.

430
Park Avenue, Suite 702, New
York, New York, 10022

Tel:
212-246-3030 ● Fax: 212-246-3039

Comment 4. Please revise the fee table to include the Series
H Stock Purchase Warrants.

The Company has chosen to register only
shares of its common stock and will not be registering any Series H Stock Purchase Warrants (the “Series H Warrants”).
The fee table in the Amended Registration Statement has been revised to reflect this change.

Comment 5. Please revise footnote 2 to state the provision
of Rule 457 of the Securities Act of 1933 that you are relying upon for the basis of the calculation.

The fee table in the Amended Registration
Statement has been revised to include the provision of Rule 457 of the Securities Act of 1933, as amended, that the Company is
relying on.

Comment 6. Please note that we may have comments on missing
information such as the number of Series H Stock Purchase Warrants, and price per unit. Please confirm that this information will
be included in a pre-effective amendment to your registration statement.

As noted in Comment 4, the Company has chosen
not to register the Series H Warrants at this time.

Comment 7. Please revise your registration statement to include
a description of the units and Series H Stock Purchase Warrants.

As noted in Comment 4, the Company has chosen
not to register the Series H Warrants at this time.

The Company has advised us that they acknowledge
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.

Sincerely,

/s/ Joseph Sierchio

 Cc: John Conklin

July 18, 2012

Via E -Mail
John A. Conklin
President and Chief Executive Officer
New Energy Technologies, Inc.
9192 Red Branch Road, Suite 110
Columbia, Maryland  21045

Re: New Energy Technologies, Inc.
  Registration Statement on Form S-1
Filed  June 21, 2012
  File No.  333-182253

Dear Mr. Conklin :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

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

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

General

1. Please include interim financial statements for the period ended May 31, 2012.  Please
similarly update your financial information throughout the filing.  See Rule 8 -08 of
Regulati on S-X.

2. Please note that we may have comments on the legal opinion once it is filed.  Please
understand that we will need adequate time to review it.

3. Please file as an exhibit to your registration statement and post on your corporate website
Interactiv e Data Files pursuant to Rule 405 of Regulation S -T, when the registration
statement contains price information and before effectiveness. Refer to Item 601(b)(101)
of Regulation S -K.

John A. Conklin
New Energy Technologies, Inc.
July 18, 2012
Page 2

 Calculation of Registration Fee Table

4. Please revise the fee table to i nclude the S eries H Stock Purchase Warrants .

5. Please revise footnote 2 to state the provision of Rule 457 of the Securities Act of 1933
that you are relying  upon for the basis of the calculation.

Prospectus Cover Page

6. Please note that we may have comments on missing information such as the number of
Series H Stock Purchase Warrants, and price per unit.  Please confirm that this
information will be included in a pre -effective amendment to your registration statement.

Description of Our Securities, page 56

7. Please revise your registration statement to include a description of the units and Series H
Stock Purchase Warrants.  See Item 202 of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the  filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are res ponsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending 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 st aff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and th e Securities Exchange Act of 1934 as they relate to the proposed

John A. Conklin
New Energy Technologies, Inc.
July 18, 2012
Page 3

 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
regist ration statement.

Please contact Sherry Haywood, Staff Attorney at (202) 551 -3345  or, in her absence,
Chambre Malone, S taff Attorney at (202) 551 -3262  with any questions.

Sincerely,

 /s/ Chambre Malone, for

 Pamela Long
Assistant Director

cc: Via E -Mail
 Joseph Sierchio, Esq.

CORRESP
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    Unassociated Document

Sierchio & Company, LLP

Please Reply to: Joseph Sierchio

Telephone: (212) 246-3030

E-mail: jsierchio@usandseclaw.com

July 15, 2011

By Edgar

Ms. Pamela Long

Assistant Director

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

Re:

New Energy Technologies, Inc.

Post-Effective Amendment No. 1 to Registration Statement on Form S-1Filed June 22, 2011

File No. 333-162417

Dear Ms. Long,

We served as counsel to New Energy Technologies, Inc. (the “Company”) in its preparation of its Post-effective Amendment No. 1 to Registration Statement on Form S-1 (the “PEA”) and have been instructed by the Company to respond to the comment letter received by Mr. John Conklin, the Company’s President and Chief Executive Officer, dated July 11, 2011.

In response to comment numbered 1, the Company is filing the PEA at the current time to update the Company’s financial information included in the original Registration Statement on Form S-1 the Company filed on October 9, 2009, and declared effective by the Securities and Exchange Commission (the “SEC”) on May 28, 2010 (the “Registration Statement”).

Additionally, the Company has had written and/or telephonic conversations with:

·

the Selling Stockholders on behalf of whom the PEA was filed and has confirmed that certain of the Selling Stockholders have sold their shares pursuant to exemptions afforded to them under Rule 144 of the Securities Act of 1933, as amended (the “1933 Act”) and that none of the Selling Stockholders have made any offer or sales for the shares registered for resale under the Registration Statement in reliance on the prospectus contained in the Registration Statement;

Sierchio & Company, LLP

·

the Company’s stock transfer agent to confirm that no transactions have been made by the Selling Stockholders for their shares in the Company registered for resale under the Registration Statement, other than those sales made by certain of the Selling Stockholders pursuant to exemptions afforded to them under Rule 144 of the 1933 Act; and

·

the Company has sent a letter to all of the Selling Stockholders informing them that the SEC is currently reviewing the PEA and that they are to refrain from effecting a transaction for their shares registered for resale under the Registration Statement using the prospectus contained therein until the PEA is declared effective.

Should you require any additional information please don’t hesitate to contact me.

Sincerely,

/s/ Joseph Sierchio

Joseph Sierchio, Esq.

cc. John Conklin

July 11, 2011
Via E-Mail
John A. Conklin President and Chief Executive Officer New Energy Technologies, Inc. 9192 Red Branch Road, Suite 110
Columbia, Maryland  21045

Re: New Energy Technologies, Inc.
  Post-Effective Amendment No. 1 to Registration Statement on Form S-1
Filed June 22, 2011
  File No. 333-162417

Dear Mr. Conklin:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. It appears that the prospectus has been in  use for more than nine months after the
effective date of the Form S-1, that the audi ted financial statements  contained therein are
older than 16 months and that you have not sought to update the pr ospectus pursuant to
Section 10(a)(3) of the Securitie s Act.  Section 5(b) of the Securities Act requires that a
prospectus meeting the requirements of Section 10(a) be delivered before or at the same
time with a confirmation of sale of a secur ity.  Please tell us s upplementally whether you
have made any offers or sales using the prospectus during the period in which your
financial statements were not current.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

John A. Conklin New Energy Technologies, Inc. July 11, 2011 Page 2

 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 th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 or, in her absence, me
at (202) 551-3760 with any other questions.
Sincerely,
   /s/ Pamela Long    Pamela Long
Assistant Director
cc: Via E-Mail

Joseph Sierchio, Esq.
 Sierchio & Company, LLP  430 Park Avenue, 7
th Floor
 New York, New York 10022

CORRESP
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   neneaccelerationrequestforfr.htm - Generated by SEC Publisher for SEC Filing

New Energy Technologies, Inc.

3905 National Drive

Suite 110

Burtonsville, Maryland 20866

By Edgar

May 26, 2010

United States Securities and Exchange Commission

100F Street, NE

Washington, D.C. 20548

Attention: Pamela Long, Assistant Director

Mail Stop 4631

     RE:      New Energy Technologies, Inc. (the “Company”)--Registration Statement on  Form S-1 (File No. 333-162417), filed on October 9, 2009 (the “Registration Statement”)

Dear Sir or Madam:

            On behalf of the Company, request is hereby made pursuant to Rule 461 of the Securities Act of 1933, as amended, that the effective date for the above-referenced Registration Statement be accelerated to 3:30 pm on Friday, May 28, 2010, or as soon as practicable thereafter.

            In connection with the foregoing, we hereby acknowledge that:

Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement.

The action of the Commission or the staff, acting by delegated authority, in declaring the Registration Statement effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

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

Thank you for your courtesy, assistance and cooperation in this matter.

Very truly yours,

New Energy Technologies, Inc.

By:       /s/ Meetesh V. Patel

Name:  Meetesh V. Patel

Title:    Chief Executive Officer and President

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631
May 25, 2010
  Mr. Meetesth Patel New Energy Technologies 3905 National Drive, Suite 110 Burtonsville, MD 20866

 RE: New Energy Technologies
Form 10-K for the fiscal year ended August 31, 2009
  Filed December 15, 2009
File #333-127953
      Dear Mr. Patel:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any questions regarding these comments, please direct them to Errol
Sanderson, Financial Analyst, at (202) 551- 3746, Pamela Long, Assistant Director, at
(202) 551-3765 or, in their absence, to the undersigned at (202) 551-3689.

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

CORRESP
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   proposedresponsetosecmay13-2.htm - Generated by SEC Publisher for SEC Filing

New Energy Technologies, Inc.

3905 National Drive

Suite 110

Burtonsville, Maryland 20866

By Edgar

May 20, 2010

United States Securities and Exchange Commission

100F Street, NE

Washington, D.C. 20548

Attention: Pamela Long, Assistant Director

Mail Stop 4631

Re:       New Energy Technologies, Inc.—Response to May 13, 2010 Comment Letter to Pre Effective Amendment No. 4 to the Registration Statement on Form S-1 (File No. 333-162417) Filed on  October 9, 2009 (the “Registration Statement”).

Dear Sir:

I am authorized by New Energy Technologies, Inc (the “Company”) to submit the following responses on its behalf to your letter of May 13, 2010  (the “May 13th  Letter”) setting forth various comments (collectively, the “Staff Comments”) with respect to the Registration Statement on Form S-1. The numbered responses are keyed sequentially to the numbered paragraphs in the May 13th Letter.

A Pre-Effective Amendment No. 5 to the Registration Statement (“Amendment No.5”) addressing the Staff’s comments as set forth in the May 13th Letter has been simultaneously filed with the Securities and Exchange Commission. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in Amendment No.5.

1.         Selling Stockholders.

            Footnote 10 appears to be unchanged since Amendment No. 2.  However, we have added additional explanatory language to enhance the disclosure as noted in your comments.

2.         Index to Consolidated Financial Statements.

            The February 28, 2010 unaudited financial statements have been inserted in lieu of the November 30, 2009.

3.         Index to Exhibits.

1

            Please note that Exhibit 10.5 is the subject of a CTR issued on November 25, 2008; an unredacted copy of Exhibit 10.6 has been annexed to the Amendment No. 5. Each of Exhibits 10.3, 10.4 and 10.5 have been marked (in the Index to Exhibits) to note that confidential treatment has been granted.

Thank you for your assistance.

Very truly yours

New Energy Technologies, Inc.

By: /s/ Meetesh Patel

Name: Meetesh Patel

Title:    President and Chief Executive Officer

cc.        Joseph Sierchio, Esq.

2

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

       DIVISION OF
CORPORATION FINANCE

Via U.S. Mail and Facsimile

Mail Stop 4631
May 13, 2010
 Meetesh V. Patel Chief Executive Officer and President New Energy Technologies, Inc. 3905 National Drive, Suite 110 Burtonsville, Maryland  20866
Re: New Energy Technologies, Inc.
Amendment No. 4 to Registrati on Statement on Form S-1
Filed April 30, 2010
  File No. 333-162417

Dear Mr. Patel:

We have reviewed your filing and have the following comments.
Selling Stockholders, page 73

1. Please reinsert the language you have dele ted in this amendment from footnote
10, or tell us why the language was remove d.  This information had been provided
pursuant to earlier comments seeking clar ification of the source of these shares,
and served to distinguish the options overl ying the shares being offered for resale
by Mr. Patel from those which have not yet vested.

Index to Consolidated Financial Statements, page 80

2. We note disclosure of updated financial statements for the period ended February
28, 2010 in the index to consolidated financ ial statements.  However, the updated
financial statements are not included in the registration statement.  Instead, it
appears that you have filed financial statements for th e period ended November
29, 2009.  Please revise to include updated financial information.

Meetesh V. Patel
New Energy Technologies, Inc. May 13, 2010 Page 2   Index to Exhibits

3. We note disclosure of redacted exhibits.  Please submit a confidential treatment
request or provide the unredacted exhi bits for exhibits 10.5 and 10.6.   Please
adequately mark that conf idential treatment has been  granted for Exhibits 10.3
and 10.4.  See Staff Legal Bulletin 1A, Section II, D(5).   Please note that we must
complete the processing of any requests for confidential treatment and we may have comments on such requests prior to any request for acceleration.

Please contact Sherry Haywood, Staff Attorn ey at (202) 551-3345 or me at (202)
551-3760 with any questions.

     S i n c e r e l y ,          Pamela Long      A s s i s t a n t  D i r e c t o r

cc: Joseph Sierchio, Esq. ( Via facsimile 212/246-3039 )
 Sierchio & Company, LLP  430 Park Avenue, 7
th Floor
 New York, New York 10022

CORRESP
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filename1.htm

   nene_responsetosecapril92010.htm - Generated by SEC Publisher for SEC Filing

New Energy Technologies, Inc.

3905 National Drive

Suite 110

Burtonsville, Maryland 20866

Telephone: (800) 213-0689

By Edgar

May 6, 2010

United States Securities and Exchange Commission

100F Street, NE

Washington, D.C. 20548

Attention: H. Christopher Owings, Assistant Director

Mail Stop 4631

Re:       New Energy Technologies, Inc.--Response to Letter dated April 9, 2010 Regarding the Form 10-K for the fiscal year ended August 31, 2009 (File No. 333-127953) filed on December 15, 2009 (the “Form 10-K”).

Dear Sir:

            I am authorized by New Energy Technologies, Inc (the “Company”) to submit the following responses on its behalf to your letter of April 9, 2010 (the “April 9th Letter”) setting forth various comments (collectively, the “Staff Comments”) with respect to the Form 10-K for the fiscal year ended August 31, 2009 (the “Form 10-K”).

We have simultaneously filed an Amended Form 10-K (the “10-K Amendment”) for the fiscal year ended August 31, 2009 and an Amended Form 10-Q (the “10-Q Amendment”) for the quarterly period ended November 30, 2009 addressing the Staff’s Comments as set forth in the April 9th Letter .

1.         Reference to the Private Securities Litigation Reform Act and the safe harbor provisions of Section 21E and 27A have been removed from both the 10-K Amendment and 10-Q Amendment.

2.         We have added the following summary disclosure on page 14 of the 10-K Amendment, which is the same as that included in the Amended Registration Statement.

“Testing of the SolarWindow™ Technology

Researchers at USF set out to determine the performance of the Company’s SolarWindow™ technology, currently under development, against commercially available solar cells when operating under various artificial light conditions. Under all three simulated, artificial

1

 lighting conditions in these tests, the Company’s solar module outperformed the three commercially-available solar cells tested.”

We have added the following summary disclosure on page 64 of the 10-K Amendment, which is the same as that included in the Amended Registration Statement.

            “The Company does not have a formal written policy for the review and approval of transactions with related parties. However, the Company’s Code of Ethics and Corporate Governance Principles require actual or potential conflict of interest to be reported to the Chairman of the Board. The Company’s employees are expected to disclose personal interests that may conflict with the Company’s and they may not engage in personal activities that conflict with their responsibilities and obligations to the Company. If any actual or potential conflict of interest is reported, the Company’s entire Board of Directors and outside legal counsel annually review all transactions and relationships disclosed and the Board makes a formal determination regarding each director's independence. If the transaction is deemed to present a conflict of interest, the Board of Directors will determine the appropriate action to be taken.”

3.         We have included the exhibits required by Item 601 of Regulation S-K in the 10-K Amendment and incorporated such exhibits by reference to the Company’s report on Form 10-Q for the quarterly period ended February 28, 2010 as filed with the Commission on April 16, 2010.

Exhibit No.        Description of Exhibit

3.1                      Articles of Incorporation (1)

3.2                      Certificate of Amendment to the Articles of Incorporation changing name to New Energy Technologies, Inc (1)

3.3                      By Laws (1)

4.1                      Securities Purchase Agreement dated February 8, 2008 (1)

10.1                    Employment Termination Agreement with Mr. Cucinelli (1)

10.2                    Employment Agreement dated June 24, 2009 between New Energy Technologies, Inc. and Mr. Meetesh Patel (1)

10.3                    Redacted USF Sponsored Research Agreement (1)

10.4                    Redacted USF Option Agreement (1)

10.5                    Redacted Veryst Agreement (1)

10.6                    Redacted Sigma Design Agreement (1)

2

10.7                    Amended Form of Stock Option Agreement dated as of December 15, 2009 between Meetesh Patel and New Energy Technologies, Inc, correcting the grant date (1)

10.8                    Amended Form of Stock Option Agreement dated as of December 15, 2009 between New Energy Technologies, Inc. and its non-employee directors, correcting the grant date (1)

31.1                    Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13(a)-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1                    Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 USC. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

            ____________________

            *Filed herewith.

            (1) Incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended February 28, 2010 filed with the Commission on April 16, 2010

Form 10-Q for the quarterly period ended November 30, 2009 Item 4T. Controls and Procedures, page 30 (a) Disclosure Controls and Procedures

4.         We have included the following disclosures in the 10-Q Amendment as provided in response to prior comments 4 and 5 in the January 28, 2010 SEC letter.

Item 4T.   Controls and Procedures

(a) Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded as of November 30, 2009 that the Company’s disclosure controls and procedures were not effective such that the information required to be disclosed in the Company’s United States Securities and Exchange Commission (the “SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to the Company’s management,

3

 including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

During the review of the Company’s consolidated financial statements for the quarter ended November 30, 2009, the Independent Registered Public Accounting Firm identified an error in the Company’s calculation of the fair value of the Class F Callable Warrants as of November 30, 2009, resulting in a material adjustment to the financial statements that was required to appropriately account for the Company’s warrant liability.   The Company measures the fair value of the Class F Callable Warrants using the Black-Scholes pricing model.  When calculating the volatility of the Company’s common stock, the Company, in error, used the historical stock prices for the wrong company.  The difference between the fair value of the Class F Callable Warrants using the correct volatility and the incorrect volatility resulted in a material adjustment.  The Independent Registered Public Accounting Firm discovered this error while performing their review procedures of the financial statements for the quarter ended November 30, 2009.

As a result, the Company has concluded that there is a material weakness regarding its internal control over financial reporting.  In this regard, the Company has implemented a change in its internal review process in order to enhance its effectiveness and to mitigate any further weaknesses (please refer to (b) below).

(b) Internal Control over Financial Reporting

There were changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.  As described in (a) above, subsequent to November 30, 2009, the Company has implemented an additional review process whereby the Chief Financial Officer reviews the Black Scholes models, recalculating the fair value for all equity instruments.  The Company believes that this additional level of review will be effective in mitigating any further material weaknesses.

The Company acknowledges that the material weakness existed as of November 30, 2009.  However, the Company has completed testing of its remediation efforts and has concluded that as of February 28, 2010, the improvement to the Company’s internal controls over financial reporting was effective and that the material weakness discussed above did not exist at the quarterly period ended February 28, 2010.

Very truly yours,

New Energy Technologies, Inc.

By: /s/ Meetesh Patel

Meetesh Patel

President and Chief Executive Officer

cc. Joseph Sierchio, Esq.

4

CORRESP
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filename1.htm

   proposedresponsetosec.htm - Generated by SEC Publisher for SEC Filing

New Energy Technologies, Inc.

3905 National Drive

Suite 110

Burtonsville, Maryland 20866

By Edgar

April 30, 2010

United States Securities and Exchange Commission

100F Street, NE

Washington, D.C. 20548

Attention: Pamela Long, Assistant Director

Mail Stop 4631

Re:       New Energy Technologies, Inc.-- Pre Effective Amendment No. 4 to the Registration Statement on Form S-1 (File No. 333-162417) Filed on October 9, 2010 (the “Registration Statement”).

Dear Sir:

This letter relates to the to Pre-effective Amendment No. 4 (the “Amendment”) to the Registration Statement filed today by New Energy Technologies, Inc (the “Company”).  The Amendment updates the financial statements and other disclosures in the registration statement as well as reducing the total number of shares being registered from 20,050,000 to 10,050,000.  The 10,050,000 shares registered are being offered by the Selling Stockholders named therein.  The Company does not intend to offer any shares for sale at this time.

Thank you for your assistance.

Very truly yours

New Energy Technologies, Inc.

By: /s/ Meetesh Patel

Name: Meetesh Patel

Title:    President and Chief Executive Officer

cc.        Joseph Sierchio, Esq.

1

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631
April 9, 2010

Mr. Meetesh Patel
New Energy Technologies 3905 National Drive, Suite 110 Burtonsville, MD 20866

  RE: New Energy Technologies
Form 10-K for the fiscal year ended August 31, 2009
  Filed December 15, 2009
File #333-127953
      Dear Mr. Patel:
We have reviewed your response letter  filed February 26, 2010 and have the
following additional comments.  If you disagree , we will consider your explanation as to
why our comment is inapplicable.  In some of our comments, we may ask you to provide
us with supplemental information so we ma y better understand your disclosure.  After
reviewing this information, we may or may not raise additional comments.
 Form 10-K for the fiscal year ended August 31, 2009

Cautionary Statement Pursuant to Safe Ha rbor Provisions of the Private Securities
Litigation Reform Act of 1995, page 4

1. As contemplated by your letter of Februa ry 26, 2010, please remove references to
the Private Securities Litigation Reform Act and the safe harbor provisions of
Section 21E and 27A when you file your amended Form 10-K.

Current Research Agreements, page 10; Cert ain Relationships and Related Transactions,
page 13

2. Please include the information you have provided in response to our prior comment 20 regarding testing of the So larWindow technology in your amended
Form 10-K.  Please also include the info rmation you have provided in response to
prior comment 25 regarding transactions with related parties in your amended
Form 10-K.

Mr. Meetesh Patel
New Energy Technologies April 9, 2010 Page 2   Exhibits

3. We note you have agreed to include a numb er of exhibits in your amended Form
10-K.  Please ensure that in addition to listing these exhibits in the exhibit index,
you either file them or, if they have been  previously filed wi th other reports or
statements, that you properly incorporate th em by reference to such filings into
the Form 10-K.
 Form10-Q for the quarterly period ended November 30, 2009 Item 4T.Controls and
Procedures, page 30 (a) Disclo sure Controls and Procedures

4. Please amend your Form 10-Q to include the disclosures you provided in response
to prior comments 4 and 5 in our letter  dated January 28, 2010.  In addition, as
requested in that comment, please disclo se whether the company believes that the
material weakness still exists at the end of the period covered by the report.

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters greatly facilitate our review.  Please file your response letter on
EDGAR.  Please understand that we may have additional comments after reviewing your
responses to our comments.
If you have any questions regarding these comments, please direct them to Errol
Sanderson, Financial Analyst, at  (202) 551-3746, or, in his abse nce, to the undersigned at
(202) 551-3765.

         S i n c e r e l y ,             Pamela Long        A s s i s t a n t  D i r e c t o r

CORRESP
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filename1.htm

   neneamendmentno3responsetose.htm - Generated by SEC Publisher for SEC Filing

New Energy Technologies, Inc.

3905 National Drive

Suite 110

Burtonsville, Maryland 20866

By Edgar

March 18, 2010

United States Securities and Exchange Commission

100F Street, NE

Washington, D.C. 20548

Attention: H. Christopher Owings, Assistant Director

Mail Stop 4631

Re:       New Energy Technologies, Inc.--Response to Letter dated March 12, 2010 Regarding the Pre Effective Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-162417) Filed on October 9, 2009 (the “Registration Statement”).

Dear Sir:

            I am authorized by New Energy Technologies, Inc (the “Company”) to submit the following responses on its behalf to your letter of March 12, 2010  (the “March 12th  Letter”) setting forth various comments (collectively, the “Staff Comments”) with respect to the Registration Statement on Form S-1. The numbered responses are keyed sequentially to the numbered paragraphs in the March 12th   Letter.

            A Pre-Effective Amendment No. 3 to the Registration Statement (“Amendment No.3”) addressing the Staff’s comments as set forth in the March 12th Letter has been simultaneously filed with the Securities and Exchange Commission. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in Amendment No.3. Page references are to Amendment No. 3 as filed.

Comment No. 1         Selling Stockholders, page 64

As requested in comment 4 of our letter dated February 16, 210, please describe the transaction in which Mr. Patel acquired his shares. Please also clearly disclose whether these shares underlie options that have already vested. We note disclosure in footnotes 11, 12 and 13 that clearly states that options for Messrs. Bhogal, Livesey and Sierchio have vested. If the have vested, please explain which of the conditions specified in note (1) to the Summary Compensation Table were met, and when they were met. In this regard, we note disclosure under "Options Vested and Exercised" that as of November 30, 2009, none of the options had vested.

1

            The Company has addressed the Staff’s comments as follows:

            First, although the reference to the granting of an option to Mr. Patel permitting him to purchase up to 250,000 shares of our common stock was described on pages 57-58 of Amendment No. 3, the Company has expanded the footnote 10 to the “Selling Stockholders” table appearing on page 71 of Amendment No. 3,  as follows:

“(10)      On December 15, 2009, we granted a stock option to Mr. Meetesh Patel, our President and Chief Executive Officer permitting Mr. Patel to purchase up to 250,000 shares of our common stock at an exercise price of $0.44 per share, the fair market value of our common stock on the date of grant.  The fair market value of our common stock is the closing price of the common stock as quoted on the OTCBB on December 15, 2009 or, if our common stock is not traded on the date of grant, the first day of active trading following the date of grant.  The stock option granted to Mr. Patel is fully vested and exercisable upon grant and expires five years from the grant date, on December 15, 2014.”

            Secondly, with respect to the shares being registered for resale by Messrs. Bhogal, Livesey and Sierchio, footnotes 11, 12 and 13 have been revised to reflect the basis, dates and the number of shares as to which the respective options granted to these individuals vested.. The footnotes now read as follows:

“(11)         This amount does not include 2,800,000 shares owned by 1420527 Alberta Ltd., a private Alberta corporation wholly owned by the Heritage Family Trust dated August 28, 2008, of which Amritpal Kaur Tanda is the trustee, for the benefit of Mehar Singh Bhogal, Mr. Jatinder Bhogal’s son.  Mr. Jatinder Bhogal is not a beneficiary or trustee of the aforementioned trust, nor does he otherwise have any voting or disposition authority over the shares owned by 1420527 Alberta Ltd. Accordingly, Mr. Jatinder Bhogal disclaims beneficial ownership of such shares.

                On September 9, 2008, we granted a stock option (the “Bhogal September 2008 Option”) to Mr. Bhogal permitting him to purchase, subject to applicable vesting provisions, up to 50,000 shares of our common stock at an exercise price of $0.85 per share. The Bhogal September 2008 Option vests in five equal annual installments of 10,000 options each, commencing on September 9, 2009, and annually thereafter.  As of the date of this Prospectus, the Bhogal September 2008 Option has vested as to 10,000 shares (on September 9, 2009).

                 In addition on December 15, 2009, we granted Mr. Bhogal an additional option (the  “Bhogal December 2009 Option”) permitting him to purchase, subject to applicable vesting provisions, 50,000 shares of our common stock at an exercise price of $0.44 per share, the fair market value of our common stock on the date of grant. The Bhogal December 2009 Option expires five years from the date of grant, on December 15, 2014 and vests as follows: (a) as to 20,000 shares on December 16, 2009; (b) as to 15,000 shares on December 16, 2010; and (c) as to 15,000 shares on December 16, 2011. As of the date of this Prospectus, the December 2009 Option has vested as to 20,000 shares.

                Accordingly, as of the date of this Prospectus, stock options granted to Mr. Bhogal have vested with respect to an aggregate of 30,000 shares, which are included in the registration statement as to which this Prospectus is part.

(12)         On March 10, 2008, we granted a stock option (the “Livesey March 2008 Option”) to purchase 50,000 shares of common stock to Mr. Livesey at an exercise price of $1.66 per share. The Livesey March 2008 Option vests in five equal annual installments of 10,000 options each, commencing on March 10, 2009, and annually thereafter. As of the date of this Prospectus, the Livesey March 2008 Option has vested as to 20,000 shares (10,00 on each of March 10,2009 and March 10, 2010).

2

                In addition on December 15, 2009, we granted Mr. Livesey an additional option (the “Livesey December 2009 Option”) permitting him to purchase, subject to applicable vesting provisions, 50,000 shares of our common stock at an exercise price of $0.44 per share, the fair market value of our common stock on the date of grant. The Livesey December 2009 Option expires five years from the date of grant, on December 15, 2014 and vests as follows: (a) as to 20,000 shares on December 16, 2009; (b) as to 15,000 shares on December 16, 2010; and (c) as to 15,000 shares on December 16, 2011. As of the date of this Prospectus, the Livesey December 2009 Option has vested as to 20,000 shares.

                Accordingly, as of the date of this Prospectus, stock options granted to Mr. Livesey have vested with respect to an aggregate of 40,000 shares, which are included in the registration statement as to which this Prospectus is part.

(13)         We have previously registered (SEC File No. 333- 149665) 50,000 shares of common stock for resale by Mr. Sierchio. These shares consist of 25,000 shares of our common stock purchased by Mr. Sierchio and 25,000 shares issuable upon exercise of an outstanding warrant entitling Mr. Sierchio to purchase up to an aggregate of 25,000 shares of common stock at $1.25 per share. These shares are not part of the shares registered pursuant to the registration statement of which this Prospectus is part.

                On September 9, 2008, we granted a stock option (the “Sierchio September 2008 Option”) to Mr. Sierchio permitting him to purchase, subject to applicable vesting provisions, up to 50,000 shares of our common stock at an exercise price of $0.85 per share. The Sierchio September 2008 Option vests in five equal annual installments of 10,000 options each, commencing on September 9, 2009, and annually thereafter. As of the date of this Prospectus, the Sierchio September 2008 Option has vested as to 10,000 shares (on September 9, 2009).

                In addition on December 15, 2009, we granted Mr. Sierchio an additional option (the “Sierchio December 2009 Option”) permitting him to purchase, subject to applicable vesting provisions, 50,000 shares of our common stock at an exercise price of $0.44 per share, the fair market value of our common stock on the date of grant. The Sierchio December 2009 Option expires five years from the date of grant, on December 15, 2014 and vests as follows: (a) as to 20,000 shares on December 16, 2009; (b) as to 15,000 shares on December 16, 2010; and (c) as to 15,000 shares on December 16, 2011. As of the date of this Prospectus, the Sierchio December 2009 Option has vested as to 20,000 shares.

                Accordingly, as of the date of this Prospectus, stock options granted to Mr. Sierchio have vested with respect to an aggregate of 30,000 shares, which are included in the registration statement as to which this Prospectus is part. Mr. Sierchio is a member of Sierchio & Company, LLP, which firm is our legal counsel.”

            Thirdly, with respect to the Staff’s reference to the “Options Vested and Exercised”  table, for clarity the Company has changed the heading to reflect the fact that the options referred to were options granted in the three months ended November 30, 2009 and the fiscal year ended August 31, 2009.  However, please note that the table refers only to options granted to the named executive, Mr. Patel, and not to Messrs. Bhogal, Livesey and Sierchio.  Also it should be noted that as of the dates referenced, option granted to Mr. Patel with respect to 2,500,000 shares had not vested.  None of the shares related to that option are included in the registration statement.  Please refer to page 62 of Amendment No. 3.

            For purposes of additional clarity and to avoid any further possible ambiguity the Company has expanded the disclosure on pages 57-58 of Amendment No. 3 (see also pages 66-67) relating to the options granted on December 15, 2009 to each of Messrs. Bhogal, Livesey and Sierchio to read as follows:

            “On December 15, 2009, we granted a stock option to each of our three of non-employee directors (Messrs. Bhogal, Livesey and Sierchio) permitting each to purchase, subject to applicable vesting provisions, 50,000 shares of our common stock at an exercise price of $0.44 per share, the fair market value of our

3

common stock on the date of grant. Each stock option expires five years from the date of grant, on December 15, 2014 and vests as follows: (a) as to 20,000 shares on December 16, 2009; (b) as to 15,000 shares on December 16, 2010; and (c) as to 15,000 shares on December 16, 2011.  The stock options are further subject to the terms and conditions of a stock option agreement between each director and us.  Under the terms of the stock option agreement, the stock option agreement will terminate and there will be no further vesting of stock options effective as of the date that the director ceases to be one of our directors.  Upon termination of such service, the director will have a specified period of time to exercise vested stock options, if any.  As of the date of this Prospectus, the stock option granted to Messrs. Bhogal, Livesey and Sierchio in December of 2009 have vested as to an aggregate of 60,000 shares.”

                The Company also directs the Staff’s attention to further clarifications contained in the footnotes to table in the “Compensation of Non-Employee Directors appearing on page 57 of Amendment No. 3

            The filing has been generally updated and otherwise revised as appropriate.

            We hope that you find the foregoing responsive to your comments.

Very truly yours

New Energy Technologies, Inc.

By: /s/ Meetesh Patel

Name: Meetesh Patel

Title:    President and Chief Executive Officer

cc.        Joseph Sierchio, Esq.

4

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

       DIVISION OF
CORPORATION FINANCE

Via U.S. Mail and Facsimile

Mail Stop 4631
March 12, 2010
 Meetesh V. Patel Chief Executive Officer and President New Energy Technologies, Inc. 3905 National Drive, Suite 110 Burtonsville, Maryland  20866
Re: New Energy Technologies, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed February 26, 2010
  File No. 333-162417

Dear Mr. Patel:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Selling Stockholders, page 64

1. As requested in comment 4 of our  letter dated February 16, 2010, please
describe the transaction in which Mr. Patel acquired his shares.  Please also
clearly disclose whether these shares underl ie options that have already vested.
We note disclosure in footnotes 11, 12 and 13 that clearly states that options for
Messrs. Bhogal, Livesey and Sierchio have  vested.  If the options have vested,
please explain which of the conditions specified in note (1) to the Summary
Compensation Table were met, and when they  were met.  In this regard, we note
disclosure under “Options Vested and Exercised” that as of November 30, 2009,
none of the options had vested.

Meetesh V. Patel
New Energy Technologies, Inc. March 12, 2010 Page 2
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
 Please contact Sherry Haywood, Staff Attorn ey at (202) 551-3345 or me at (202)
551-3760 with any questions.

     S i n c e r e l y ,          Pamela Long      A s s i s t a n t  D i r e c t o r

cc: Joseph Sierchio, Esq. ( Via facsimile 212/246-3039 )
 Sierchio & Company, LLP  430 Park Avenue, 7
th Floor
 New York, New York 10022

CORRESP
1
filename1.htm

   nenedraftresponsetosecjanuar.htm - Generated by SEC Publisher for SEC Filing

New Energy Technologies, Inc.

3905 National Drive

Suite 110

Burtonsville, Maryland 20866

Telephone: (800) 213-0689

By Edgar

February 26, 2010

United States Securities and Exchange Commission

100F Street, NE

Washington, D.C. 20548

Attention: H. Christopher Owings, Assistant Director

Mail Stop 4631

Re:       New Energy Technologies, Inc.--Response to Letter dated January 28, 2010

Regarding the Form 10-K for the fiscal year ended August 31, 2009 (File No. 333-127953) filed on December 15, 2009 (the “Form 10-K”).

Dear Sir:

            I am authorized by New Energy Technologies, Inc (the “Company”) to submit the following responses on its behalf to your letter of January 28, 2010 (the “January 28th Letter”) setting forth various comments (collectively, the “Staff Comments”) with respect to the Form 10-K for the fiscal year ended August 31, 2009 (the “Form 10-K”).

We acknowledge that we need to file an Amended Form 10-K (the “10-K Amendment”) for the fiscal year ended August 31, 2009 addressing the Staff’s Comments as set forth in the January 28th Letter .  We intend to file the 10-K Amendment as soon as we receive clearance from the Commission that the responses incorporated into the Amended Registration Statement filed with the Commission on January 28, 2010 are deemed acceptable by the Staff.

Page references are to the Form 10-K as filed with the Commission on December 15, 2009.

1.  The Company acknowledges that many of the Staff’s Comments in your letter of November 5, 2009 (the “November 5th Letter”) pertaining to our Registration Statement on Form S-1 also pertain to disclosures that appear in our Form 10-K.  The following numbered responses are keyed sequentially to the numbered paragraphs in the November 5th Letter.

1

General

1 – 4.   Staff comments are not applicable to the Form 10-K.

5.         As suggested by the Staff, we have added under “Item 1. Business-Description of Business” in the Form 10-K disclosures relating to (i) the issuance by our auditors of a “going concern” opinion (ii) our lack of revenues and (iii) our development stage status. Please refer to page 5, first full paragraph.

6 – 7.   Staff comments are not applicable to the Form 10-K.

MD&A

8.         The Company is currently operational. Since inception the Company has been working to develop energy-related and biotechnologies. With the spin out of its biotechnology subsidiary, MicroChannel Technologies Corporation in 2007, the Company committed itself to the development of energy related technologies: first, with its ongoing development of SolarWindow™ technology, a transparent solar glass window technology capable of generating electricity, and; subsequently, with the addition of its MotionPower™ technology, currently under development, for harnessing the kinetic energy of moving vehicles in order to generate electricity.

            As the Company has noted, both of its current technologies are in the early stages of development; it is too early to determine whether the technologies will evolve into commercially viable, marketable products. As the Company’s research and development activities proceed, the Company anticipates that it will be assessing the value of continuing its ongoing efforts with respect to each of its technologies.

            As of August 31, 2009 the Company had a cash and cash equivalents balance of $2,736,221.  Based upon our current level of operations and expenditures we believe that absent any modification or expansion of our existing activities research, development and testing, the cash on hand should be sufficient to enable us to continue operations at least through August 31, 2010. However, any significant expansion in scope or acceleration in time of our current research and development activities, or commencement of any marketing activities, will require additional funds. Please refer to page 20, seventh paragraph and page 21, first full paragraph.

Description of our Business and Property

9.         An expanded discussion of each of the terminated UIUC Sponsored Research Agreement and the Oakland Sponsored Research Agreement has been added to Item 1. Business under the section thereof titled “Description of Business” in the Form 10-K. Please refer to page 10.

10.       We have added the following disclosures to the MD&A. Please refer to pages 20-21:

2

            “Ultimately, the Company plans to market the MotionPower™ Technology and/or SolarWindow™ Technology products, if any, subject to receiving any requisite regulatory approvals, through co-marketing, co-promotion, licensing and distribution arrangements with third party collaborators. The decision as to which method or methods of commercialization the Company will pursue will depend on various factors including, but not limited to, the Company’s financial resources at the time, manufacturing costs, market acceptance of the product(s), and competing technologies or products at the time.

            The Company believes that this approach could provide immediate access to pre-existing distribution channels, therefore potentially increasing market penetration and commercial acceptance of its products and enabling it to avoid expending significant funds for development of a large sales and marketing organization. Currently no such products or arrangements exist, nor can the Company currently project with any degree of accuracy when, if ever, such products or arrangements may exist. If the Company does not ultimately commercialize products derived from the Company’s MotionPower™ Technology and/or SolarWindow™ Technology it will not generate revenues from its operations as currently conducted.

The Company’s success will be dependent upon its ability to develop products that are superior to existing products and products introduced in the future, and which are cost effective. In addition, the Company may be required to continually enhance any products that are developed as well as introduce new products that keep pace with technological change and address the increasingly sophisticated needs of the marketplace. There can be no assurance that the Company will be able to keep pace with the technological demands of the marketplace or successfully develop products that will succeed in the marketplace.

The Company cannot currently estimate with any accuracy the amount of either the additional funds or time required to successfully commercialize either technology, because the actual cost and time may vary significantly depending on results of current basic research and development and product testing, cost of acquiring an exclusive license, changes in the focus and direction of the Company’s research and development programs, competitive and technological advances, the cost of filing, prosecuting, defending and enforcing patent claims, the regulatory approval process, manufacturing, marketing and other costs associated with commercialization of products following receipt of regulatory approvals and other factors.

As of August 31, 2009 the Company had working capital of $2,528,790. Based upon the Company’s current level of operations and expenditures it believes that absent any modification or expansion of its existing activities research, development and testing, the cash on hand should be sufficient to enable the Company to continue operations at least through August 31, 2010. However, any significant expansion in scope or acceleration in time of the Company’s current research and development activities, or commencement of any marketing activities, will require additional funds.”

            A summary disclosure of the foregoing has also been included in Item 1. Business. Please refer to pages 8 and 14.

3

Our MotionPower™ Technology and our SolarWindow™ Technology

11.       The following disclosure has been included in Item 1. Business under the section thereof titled “Description of Business” in the Form 10-K.  Please refer to pages 7 and 14.

            “Through KEC, the Company has filed nine patent applications related to its MotionPower™ Technology (collectively, the “MotionPower™ Patents”). The MotionPower™ Patents are directed to devices and methods for capturing energy from moving vehicles. Each of the MotionPower™ Patents applications has been filed in the name of the individual inventors. Each of the inventors has assigned and transferred to KEC, the full and exclusive right to these inventions in the United States of America, its territories, dependencies and possessions and the entire right, title and interest in and to any patents which may be granted therefore in the United

States of America, its territories, dependencies and possessions, and in any and all foreign countries, and to any and all divisions, reissues, continuations, conversions and extensions thereof for the full term or terms for which the same may be granted.”

“The SolarWindow™ Technology is subject to two patent applications filed by USF (the “USF Patent Applications”). The Company also has an active trademark registration in progress, “SolarWindow™” Technology.  Currently all of the Company’s patent applications are pending. There is no assurance that such patent applications can or will be successfully prosecuted.”

12.       Please refer to paragraph 10 above.

13.       Please note that the Company’s technologies are not currently at a level of development where we can accurately determine the industries in which we intend to compete and how the Company intends to distribute any commercial products. However, please refer to the disclosure in paragraph 10 above.

            The Company would like to direct the Staff’s attention in general to the “Market Overview of Our MotionPower™ Technology” portion of the section of Item 1. Business under the section thereof titled “Description of Business” in the Form 10-K.  Please refer to page 8.

            In addition, the Company would like to direct the Staff’s attention in general to the “Market Overview of Our SolarWindow™ Technology” portion of the section of Item 1. Business under the section thereof titled “Description of Business” in the Form 10-K which states in relevant part:

            “The Company believes that a significant market opportunity exists for its SolarWindow™ Technology, which enables transparent glass windows to generate electricity by coating their glass surfaces with the world’s smallest known solar cells. Rising energy costs, increasing electricity consumption, and the need for a cleaner alternative to today’s non-renewable energy sources, all contribute to the growing demand for clean, renewable alternative energy sources. …. . The Company believes that the commercial opportunity to install transparent glass windows capable of generating electricity in homes and commercial buildings is significant. There are nearly 5 million commercial buildings in America, according to the

4

 Energy Information Administration, and more than 80 million single detached homes.” Please refer to page 12.

14.       Please note that pursuant to Rule 24b-2 we submitted a request for confidential treatment of certain portions of the USF Option Agreement which pertains to the ongoing research and development of our SolarWindow™ technology; our request was granted on June 11, 2009. Accordingly, these terms of the USF Sponsored Research Agreement have not been disclosed. Please also refer to paragraphs 9, 10 and 11 above.

15.       The Company has provided disclosure to note that it is developing two energy harvesting devices, the MotionPower™-Heavy device for heavy trucks, buses, and long-haul rigs, and the MotionPower™-Auto device for cars and light trucks. Please refer to “How the MotionPower™ Technology Works” on Page 7.

16.       The Company has provided disclosure regarding its field testing. Please refer to pages 6 and 7.

            “The Company has conducted durability field tests of its MotionPower™-Auto technology for generating electricity from the kinetic energy of moving vehicles. These field tests were conducted at a BurgerKing® franchise drive-thru in Hillside, New Jersey, the Four Seasons Hotel in Washington, DC, and the Holiday Inn Express® in Baltimore, Maryland. These tests were undertaken as part of the Company’s ongoing research and development of its MotionPower™ Technology, and were conducted in order to evaluate the ‘real-world’ functionality of the design, user response, and durability of materials used in the tested prototype. The Company anticipates further field tests as development of its MotionPower™ technology is advanced.”

17.       A disclosure describing how the Company’s MotionPower™ technology works is provided in the “How the MotionPower™ Technology Works” portion of Item 1. Business under the section thereof titled “Description of Business” in the Form 10-K.  Please refer to page 7.

            Also the Company provided disclosure under “Government Regulation of the MotionPower™ Technology” describing the new roadway technologies that are involved with the MotionPower™ Technology products by adding the following disclosure. “The production, marketing, and installation of the Company’s MotionPower™ Technology products, currently under development, may be construed by regulatory agencies as a new technology for roadway implementation, which, accordingly, could be subject to existing safety regulations and may be subject to yet unknown regulations.” Please refer to page 8.

            Since our two known competitors are small, privately-held companies, information available regarding their respective technologies is limited.  As provided in the “Competition Against the MotionPower™ Technology” portion of Item 1. Business under the section thereof titled “Description of Business” in the Form 10-K, the Company discloses that “These companies’ systems rely on the transfer of vehicle weight to hydraulically pump fluids to electrical generators. The Company believes these methods are substantially different from its

5

 MotionPower™ Technology which makes use of otherwise wasted kinetic energy when cars and trucks slow down, and, as such, the Company does not consider either company to pose a direct competitive threat to its MotionPower™ Technology.”  Please refer to page 9.

18.       Please refer to the “Development of the MotionPower™ Technology” portion of Item 1. Business under the section thereof titled “Description of Business” in the Form 10-K on page 6.  When filed, the Company will include in its exhibit table to the 10-K Amendment, all material contracts.

Our Solar Window Technology

19.       The redacted version of the USF Sponsored Research Agreement and USF Option Agreement as previously filed will be included as exhibits to the 10-K Amendment.

20.       Researchers at USF set out to determine the performance of New Energy’s SolarWindow™ technology, currently under development, against commercially available solar cells when operating under various artificial light conditions. Researchers designed and executed their experiments as follows:

                        1. Tests of three commercial solar cells (monocrystalline Si, a CIS thin film solar cell, and a flexible amorphous silicon solar cell) were conducted against the Company’s solar array (a 2.2cm2 photovoltaic mini-module with 20 cells in series) under three, simulated indoor artificial light conditions:

                                    a. normal windowless office lighting (~500lux);

                                    b. bright windowless office lighting (500~1000lux); and

                                    c. windowed office lighting (2000~3000lux).

                        2. Researchers undertook these tests under ambient light, and mimicked the three desired artificial light conditions using a 27W florescent lamp (VisionMax model #15815-0

CORRESP
1
filename1.htm

   proposedresponsetosecfebruar.htm - Generated by SEC Publisher for SEC Filing

New Energy Technologies, Inc.

3905 National Drive

Suite 110

Burtonsville, Maryland 20866

By Edgar

February 26, 2010

United States Securities and Exchange Commission

100F Street, NE

Washington, D.C. 20548

Attention: H. Christopher Owings, Assistant Director

Mail Stop 4631

Re:       New Energy Technologies, Inc.--Response to Letter dated February 16, 2010, Regarding the Pre     Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-162417) Filed on October 9, 2009 (the “Registration Statement”).

Dear Sir:

            I am authorized by New Energy Technologies, Inc (the “Company”) to submit the following responses on its behalf to your letter of February 16, 2010  (the “February 16th Letter”) setting forth various comments (collectively, the “Staff Comments”) with respect to the Registration Statement on Form S-1. The numbered responses are keyed sequentially to the numbered paragraphs in the February16th Letter.

            A Pre-Effective Amendment No. 2 to the Registration Statement (“Amendment No.2”) addressing the Staff’s comments as set forth in the February 16th Letter has been simultaneously filed with the Securities and Exchange Commission. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in Amendment No.2. Page references are to Amendment No. 2 as filed.

Comment No. 1.          Please respond to the comments we issued by separate letter dated January 28, 2010 on your Form 10-K prior to requesting acceleration of effectiveness of  the registration statement.

Company Response:   The Company has filed its response to your separate letter dated January 28, 2010.  A copy of its response letter is attached hereto as Exhibit A.

Comment No. 2.          We note your response to prior comment 4; however, we believe it is premature to register for resale shares underlying options which may never vest, or which are subject to significant time and/or performance conditions having been met. Based on your disclosure, we believe you are registering 50,000 shares subject to

1

                             unvested options for resale by Messrs. Bhogal, Livesey and Sierchio. Please remove these shares from the registration statement. We do not object to registering the resale of shares underlying vested options held by any selling shareholder.

Company Response:   The Company has reduced the number of shares underlying granted options from 490,000 to 350,000. This represents a reduction of a total of 140,000 shares versus the 150,000 shares noted by the Staff as a result of an additional 10,000 options granted to Mr. Livesey having vested in February of 2010.

Comment No.3.           We note your response to prior comment 24. Please tell us supplementally what five shareholders own 59% of your outstanding common stock, as you disclose in the risk factors. Based on the information in the beneficial ownership table, your principal stockholder and management only own 25,489,600 shares, or 43.5% of your outstanding 58,600,600 shares outstanding.

Company Response:   In addition to the 25,489,600 shares owned by the Company’s principal stockholder and management, as noted in the Registration Statement, an additional 10,265,000 shares are owned by four unaffiliated stockholders as as set forth below.

Stockholders

No. of Shares

Beneficially

Owned Prior

to the

Offering

Percentage of

Issued and

Outstanding

Shares Owned

Prior to the

Offering

1420524 Alberta Ltd.

2,800,000

4.7%

1420468 Alberta Ltd.

2,800,000

4.7%

1420527 Alberta Ltd.

2,800,000

4.7%

Michael and Betsy Brauser TBE

1,865,000

3.1%

Total

10,265,000

17.2%

Comment No. 4.          As requested in prior comment 26, please describe the transaction in which Mr. Patel acquired his shares. Footnote 10 only states that the number of shares attributed to him "includes" options to purchase up to 250,000 shares. Please clarify whether these shares underlie options that have already vested.

Company Response:   Footnote 10 has been revised to reflect the fact that all of the shares registered on behalf of Mr. Patel are shares issuable upon vested options.

Comment No. 5.          Please file Exhibit 21.1 with your next amendment.

Company Response:   Exhibit 21.1 has been filed.

2

Comment No. 6.          Exhibit 5.1 appears to relate to the 10,190,000 shares being registered for resale by the selling shareholders. As such, please revise the first sentence of the opinion to refer to the resale of shares by the selling shareholders, rather than by the company. Please also revise the penultimate paragraph of the opinion to link counsel's opinion to the issuance, delivery and payment for the Option Shares as such terms are described in the registration statement.

Company Response:   A revised and update opinion has been filed as Exhibit 5.1 incorporating the noted changes.

Comment No. 7.          Exhibit 5.2 appears to relate to the 10 million shares being offered by the company. Please revise the first paragraph of the opinion to refer to the sale, as opposed to the resale of these shares.

Company Response:   A revised and update opinion has been filed as Exhibit 5.2 incorporating the noted changes.

As previously noted, the filing has been generally updated and otherwise revised as appropriate.

            We hope that you find the foregoing responsive to your comments.

Very truly yours

New Energy Technologies, Inc.

By: /s/ Meetesh Patel

Name: Meetesh Patel

Title:    President and Chief Executive Officer

cc.        Joseph Sierchio, Esq.

3

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

       DIVISION OF
CORPORATION FINANCE

Via U.S. Mail and Facsimile

Mail Stop 4631
February 16, 2010
 Meetesh V. Patel Chief Executive Officer and President New Energy Technologies, Inc. 3905 National Drive, Suite 110 Burtonsville, Maryland  20866
Re: New Energy Technologies, Inc.
Registration Statement on Form S-1  Filed October 9, 2009
  File No. 333-162417

Dear Mr. Patel:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

1. Please respond to the comments we issu ed by separate letter dated January 28,
2010 on your Form 10-K prior to requesting acceleration of eff ectiveness of the
registration statement.

2. We note your response to prior comment 4;  however, we believe it is premature

Meetesh V. Patel
New Energy Technologies, Inc.
February 16, 2010 Page 2
to register for resale shares underlying  options which may never vest, or which
are subject to significant tim e and/or performance condi tions having been met.
Based on your disclosure, we believe you are registering 50,000 shares subject to unvested options for resale by Messrs.  Bhogal, Livesey and Sierchio.  Please
remove these shares from the registra tion statement.  We do not object to
registering the resale of shares underl ying vested options held by any selling
shareholder.

Security Ownership of Certain Beneficial Owners and Management, page 62

3. We note your response to prior comment 24.  Please tell us supplementally what
five shareholders own 59% of your out standing common stock, as you disclose
in the risk factors.  Based on the inform ation in the beneficial ownership table,
your principal stockholder and mana gement only own 25,489,600 shares, or
43.5% of your outstanding 58,600,600 shares outstanding.
 Selling Stockholders, page 71

4. As requested in prior comment 26, please describe the transaction in which Mr.
Patel acquired his shares.  Footnote 10 onl y states that the number of shares
attributed to him “includes” options to purchase up to 250,000 shares.  Please
clarify whether these shares underlie options that have already vested.
 Exhibits

5. Please file Exhibit 21.1 with your next amendment.
 Legal Opinions

6. Exhibit 5.1 appears to relate to the 1 0,190,000 shares being registered for resale
by the selling shareholders.  As such, please revise the first sentence of the
opinion to refer to the resale of shares by the selling shareholders, rather than by
the company.  Please also revise the pe nultimate paragraph of the opinion to
link counsel’s opinion to th e issuance, delivery and payment for the Option
Shares as such terms are described in the registration statement.

7. Exhibit 5.2 appears to relate to the 10 million shares being offered by the
company.  Please revise the fi rst paragraph of the opinion to refer to the sale, as
opposed to the resale, of these shares.

Meetesh V. Patel
New Energy Technologies, Inc.
February 16, 2010 Page 3
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 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.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this

Meetesh V. Patel
New Energy Technologies, Inc. February 16, 2010 Page 4   request at least two business days in a dvance of the requested effective date.
 Please contact Sherry Haywood, Staff Attorn ey at (202) 551-3345 or me at (202)
551-3760 with any questions.

     S i n c e r e l y ,          Pamela Long      A s s i s t a n t  D i r e c t o r

cc: Joseph Sierchio, Esq. ( Via facsimile 212/246-3039 )
 Sierchio & Company, LLP  430 Park Avenue, 7
th Floor
 New York, New York 10022

CORRESP
1
filename1.htm

   jan28responsetosec.htm - Generated by SEC Publisher for SEC Filing

New Energy Technologies, Inc.

3905 National Drive

Suite 110

Burtonsville, Maryland 20866

Telephone: (800) 213-0689

By Edgar

January 29, 2010

United States Securities and Exchange Commission

100F Street, NE

Washington, D.C. 20548

Attention: H. Christopher Owings, Assistant Director

Mail Stop 4631

Re:       New Energy Technologies, Inc.--Response to Letter dated November 5, 2009

            Regarding the Registration Statement on Form S-1 (File No. 333-162417)

             Filed on October 9, 2009 (the “Registration Statement”).

Dear Sir:

            I am authorized by New Energy Technologies, Inc (the “Company”) to submit the following responses on its behalf to your letter of November 5, 2009 (the “November 5th Letter”) setting forth various comments (collectively, the “Staff Comments”) with respect to the Registration Statement on Form S-1. The numbered responses are keyed sequentially to the numbered paragraphs in the November 5th Letter.

            A Pre-Effective Amendment No. 1 to the Registration Statement (“Amendment No.1”) addressing the Staff’s comments as set forth in the November 5th Letter has been simultaneously filed with the Securities and Exchange Commission. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in Amendment No.1. Page references are to Amendment No. 1 as filed.

General

1.         The Company acknowledges the updating requirements of Rule 8-08 of Regulation S-X; and, in connection therewith has included audited financial statements for the year ended August 31, 2009 and the three months ended November 30, 2009 in Amendment No. 1 to the Registration Statement and updated the entire filing, including but not limited to the inclusion of updated updated disclosures, as appropriate, throughout the registration statement as noted.

2.         The Company acknowledges that you may have additional comments with respect to the Company’s responses to the November 5th Letter.

Facing Page

1

3.         The Facing Page has been revised to indicate that the approximate date of commencement of the proposed sale of the securities to the public will occur “As soon as practicable after this registration statement becomes effective.” Please refer to the Facing Page.

Calculation of Registration Fee

4.         The number of shares underlying options being registered has been reduced to 490,000 and are comprised of the following:

One hundred forty thousand (240,000) of these shares underlie the Options granted to non employee directors but which have not vested as of the date hereof, represent only those shares underlying options that have vested and that will in fact vest simply with the passage of time during the period (the “Effectiveness Period”) that the Company has agreed to use its commercially reasonable efforts to keep the registration statement of which this Prospectus is part, continuously effective under the Securities Act. This period is the lesser of two years or until all of the securities covered by such registration statement have been sold, or may be sold without volume restrictions pursuant to Rule 144 or any successor rule.

            An additional  250,000 shares granted to Meetesh Patel on December 15, 2009 all of which have vested; please refer to the Cover Page of the Prospectus and page 70.

5.         As suggested by the Staff, we have added under the caption “About Us and Our Business” disclosures relating to (i) the issuance by our auditors of a “going concern” opinion (ii) our lack of revenues and (iii) our development stage status. Please refer to page 3.

Risk Factors

6.         We have added a risk factor discussing the fact that Selling Stockholders may compete with the Company for buyers of the Company’s common stock, making it potentially more difficult for the Company to raise money and also noting that the proposed sale by the Company of a large number of shares may adversely affect the price at which the Selling Stockholders may be able to sell their stock. Please refer to page 7.

7.         The referenced financial information has been replaced.  Please refer to page 6.

            With respect to the Staff’s suggestion that a separate risk factor  be added regarding the risks associated with the additional funds we will require or the time required to successfully commercialize the Company’s technology we have added a new risk factor titled “Even if financing were available to us, because we cannot currently estimate the amount of funds or time required to commercialize our technologies we may secure less funding than will actually be required for us to effectuate our business plan.” Please refer to page 7.

            We also direct your attention to the risk factor titled “We may require additional financing to expand, accelerate or sustain our current level of operations beyond August 31, 2010” on page8 which states:

            “Our cash requirements may vary materially from those now planned. We cannot currently estimate with any accuracy the amount of additional capital we may require because the amount needed may vary significantly depending on results of current basic research and development and product testing, cost of acquiring an exclusive (versus non-exclusive) license of the technologies, changes in the focus and direction of our research and development programs, competitive and technological advances,

2

 the cost of filing, prosecuting, defending and enforcing patent claims, the regulatory approval process, if any, that must be addressed, manufacturing, marketing and, finally, other costs associated with commercialization of products following receipt of regulatory approvals and other factors.

     If adequate funds are not available or prohibitively expensive when required, the consequences would be a material adverse effect on our business, operating results, financial condition and prospects. We may be required to delay, reduce the scope of or terminate one or more or all of our research programs; to obtain funds through arrangements with collaborative partners or others that may require us to relinquish rights to SolarWindow™ Technology, or other technologies or products based upon such technologies that we would otherwise seek to develop or commercialize ourselves; or to license the rights to such technologies or products on terms that are less favorable to us than might otherwise be available. If we raise additional funds by issuing equity or debt securities, further dilution to stockholders may result and new investors could have rights superior to existing stockholders.”

            The Company is of the view that the above referenced risk factors address the Staff’s comments in paragraph 7 of the November 5th Letter.

MD&A

8.         The Company is currently operational.  Since inception the Company has been working to develop energy-related and biotechnologies.  With the spin out of its biotechnology subsidiary, MicroChannel Technologies Corporation in 2007, the Company committed itself to the development of energy related technologies: first, with its ongoing development of SolarWindow™, a transparent solar glass window technology capable of generating electricity, and; subsequently, with the addition of its MotionPower™ technology, currently under development, for harnessing the kinetic energy of moving vehicles in order to generate electricity.

            As the Company has noted, both of its current technologies are in the early stages of development; it is too early to determine whether the technologies will evolve into commercially viable, marketable products.  As the Company’s research and development activities proceed, the Company anticipates that it will be assessing the value of continuing its ongoing efforts with respect to each of its technologies.

            As at November 30, 2009 the Company had cash and cash equivalents balance of $2,060,348; based upon our current level of operations and expenditures we believe that absent any modification or expansion of our existing activities research, development and testing, the cash on hand should be sufficient to enable us to continue operations at least through August 31, 2010.  However, any significant expansion in scope or acceleration in time of our current research and development activities, or commencement of any marketing activities, will require additional funds.  Please refer to page 23.

Description of our Business and Property

9.         An expanded discussion of the terminated UIUC Sponsored Research Agreement and the Oakland Sponsored Research Agreement has been added to the section of the Prospectus titled “Description of our Business and Property:” Please refer to page 45-46.

10.       We have added the following disclosures to the MD&A (Please refer to pages 23):

3

                “Ultimately, we plan to market MotionPower™ Technology and/or SolarWindow™ Technology products, if any, subject to receiving any requisite regulatory approvals, through co-marketing, co-promotion, licensing and distribution arrangements with third party collaborators. The decision as to which method or methods of commercialization we will pursue will depend on various factors including, but not limited to, our financial resources at the time, manufacturing costs, market acceptance of the product(s), and competing technologies or products at the time.

            We believe that this approach could provide immediate access to pre-existing distribution channels, therefore potentially increasing market penetration and commercial acceptance of our products and enabling us to avoid expending significant funds for development of a large sales and marketing organization. Currently no such products or arrangements exist, nor can we currently project with any degree of accuracy when, if ever, such products or arrangements may exist.  Please refer to “RISK FACTORS.” If we do not ultimately commercialize products derived from our MotionPower™ Technology and/or SolarWindow™ Technology we will not generate revenues from our operations as currently conducted.

            Our success will be dependent upon our ability to develop products that are superior to existing products and products introduced in the future, and which are cost effective. In addition, we may be required to continually enhance any products that are developed as well as introduce new products that keep pace with technological change and address the increasingly sophisticated needs of the marketplace. There can be no assurance that we will be able to keep pace with the technological demands of the marketplace or successfully develop products that will succeed in the marketplace.

            We cannot currently estimate with any accuracy the amount of either the additional funds or time required to successfully commercialize either technology, because the actual cost and time may vary significantly depending on results of current basic research and development and product testing, cost of acquiring an exclusive license, changes in the focus and direction of our research and development programs, competitive and technological advances, the cost of filing, prosecuting, defending and enforcing patent claims, the regulatory approval process, manufacturing, marketing and other costs associated with commercialization of products following receipt of regulatory approvals and other factors.

            As of November 30, 2009 the Company had working capital of $1,818,126.  Based upon our current level of operations and expenditures we believe that absent any modification or expansion of our existing activities research, development and testing, the cash on hand should be sufficient to enable us to continue operations at least through November 30, 2010.  However, any significant expansion in scope or acceleration in time of our current research and development activities, or commencement of any marketing activities, will require additional funds.

            A summary disclosure of the foregoing has also been included in the section of the Registration Statement titled “Description of our Business and Property.”  Please refer to pages 44 and 50.

11.       The following disclosure has been added the section of the Registration Statement titled “Description of our Business and Property.”  Please refer to pages 41-42,

“Through  KEC, we have filed nine (9) Provisional Utility Patent Applications in the U.S. Patent and Trademark Office related to its MotionPower™ technology.  These confidential applications are directed to devices and methods for capturing energy from moving vehicles.

Each of these applications has been filed in the name of the individual inventors.  Each of the inventors has assigned and transferred to KEC, the full and exclusive right to these inventions in the United States of America, its territories, dependencies and possessions and the entire right, title and

4

 interest in and to any and all Letters Patent(s) which may be granted therefore in the United States of America, its territories, dependencies and possessions, and in any and all foreign countries, and to any and all divisions, reissues, continuations, conversions and extensions thereof for the full term or terms for which the same may be granted.”

An expanded disclosure has been added the section of the Registration Statement titled “Description of our Business and Property.”  Please refer to page 43.

12.       Please refer to paragraph 10 above.

13.       Please note that the Company’s technologies are not currently at a level of development where we can accurately determine the industries in which we intend to compete and how the Company intends to distribute any commercial products.  However, please refer to the added disclosure in paragraph 10 above.

            The Company would like to direct the Staff’s attention in general to the revised Market Overview of Our MotionPower™ Technology portion of the section of the Registration Statement titled “Description of our Business and Property.”  Please refer to page 49.

            In addition, the Company would like to direct the Staff’s attention in general to the “Market Overview of Our SolarWindow™ Technology” portion of the section of the Registration Statement titled “Description of our Business and Property” which states in relevant part:

            “We believe that a significant market opportunity exists for our SolarWindow™ Technology, which enables transparent glass windows to generate electricity by coating their glass surfaces with the world’s smallest known solar cells. Rising energy costs, increasing electricity consumption, and the need for a cleaner alternative to today’s non-renewable energy sources, all contribute to the growing demand for clean, renewable alternative energy sources…. .We believe that the commercial opportunity to install transparent glass windows capable of generating electricity in homes and commercial buildings is significant.”  Please refer to pages 49-50.

14.       Please note that pursuant to Rule 24b-2 we submitted a request for confidential treatment of certain portions of the USF Option Agreement which pertains to the ongoing research and development of our SolarWindow™ technology; our request was granted on June 11, 2009. Accordingly, these terms of the USF Sponsored Research Agreement have not been disclosed. Please also refer to paragraphs 9, 10 and 11 above.

5

15.       The Company has expanded its disclosure to note that it is developing two energy harvesting devices, the MotionPower™-Heavy device for heavy trucks, buses, and long-haul rigs, and the MotionPower™-Auto device for cars and light trucks. Please refer to “How our Technology Works” on Page 42.

16.       The Company has expanded the disclosure regarding its field testing. Please refer to

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

       DIVISION OF
CORPORATION FINANCE

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

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

   Dear Mr. Patel:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to pr ovide us with supplemental information so
we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the fiscal year ended August 31, 2009

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

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

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

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

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

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

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

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require.  Since the co mpany and its management are in possession
of all facts relating to a company’s disclosure , they are responsible for the accuracy and
adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

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

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

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

       DIVISION OF
CORPORATION FINANCE

Via U.S. Mail and Facsimile

Mail Stop 4631
November 5, 2009
 Meetesh V. Patel Chief Executive Officer and President New Energy Technologies, Inc. 3905 National Drive, Suite 110 Burtonsville, Maryland  20866
Re: New Energy Technologies, Inc.
Registration Statement on Form S-1  Filed October 9, 2009
  File No. 333-162417

Dear Mr. Patel:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General
1. Please note the updating requirements of Rule 8-08 of Regulation S-X.
2. We may have further comments on the lega l opinions and other exhibits once the
are filed.  Please understand that we will need adequate time to review these
materials before effectiveness. y

Meetesh V. Patel
New Energy Technologies, Inc.
November 5, 2009 Page 2   Facing Page

3. Please revise to include the approximate date of commencement of proposed sal
to the public.   e
 Calculation of Registration Fee

4. We note that the options held by Mr. Patel, for whom you have registered
1,000,000 shares underlying such options for re sale, have not vested.  Similarly,
options held by each of Messrs. Bhogal, Livesey and Sierchio have vested only with respect to 10,000 shares, rather than the 50,000 shares you register for res
by each of them.  Please tell us why you belie ve it is appropriate to register s
issuable upon exercise of unvested options at this time.   ale
hares

About Us and Our Business, page 3

5. Please disclose that your independent regi stered public accounting firm issued an
opinion which raises substantial doubt about  the Company’s ability to contin
a going concern.  Please disclose that you are a development stage company.
Please also disclose that you have not generated any revenue since inception.
ue as

isk Factors, page 6R
6. We note disclosure in your filing that you need to raise additional capital to
g
ing it

e have experienced significant losses . . ., page 6continue your operations.  Please add a risk  factor discussing the fact that sellin
shareholders may compete with the comp any for buyers of your shares, mak
potentially more difficult for the company to raise money.
W
7. We note disclosure of your positive working capital surplus and stockholders’

D&A, page 23equity.  This information does not help investors to understand risks associated
with your significant losses.  Please replace th is information with disclosure of the
amounts of your losses since inception and for the periods presented in your
financial statements. Please also disclose  in a separate risk factor the risks
regarding the additional funds or time required to successfully commercialize
your technology.
M
8. Please revise MD&A to discuss more specifically the steps you will take during
 the next year to become operational.  We note disclosure that you believe your
available funds will be sufficient to fund your operations through August 31,
2010; please also elaborate on what thes e operations will be comprised of, what

Meetesh V. Patel
New Energy Technologies, Inc.
November 5, 2009 Page 3

escription of Our Busine ss and Property, page 36your needs for capital will be and why you believe funds will be sufficient
through August 2010.
D

9. We note that MD&A discusses a UIUC  Sponsored Research Agreement and
nts
inated
10. Please disclose how you intend to generate revenue going forward.  In this regard,
hich
 and
in

ur MotionPower Technology, page 37; Our SolarWindows Technology, page 41Oakland Sponsored Research Agreement.  Please briefly discuss these agreeme
in the Business section.  You should clarif y why the agreements were term
or permitted to expire, what was being researched under the agreements and whether you have discontinued the re search being conducted under these
agreements.
please clearly explain the lin es of business in which you are engaged and in w
you intend to engage.  For example, we note the disclosure in the second risk
factor on page 8 that you currently ha ve no commercialized products or any
source of revenue and that you have inve sted substantially all of your time
resources over the past three years in the development of technologies.  We also
note in the last risk factor on page 8 that you anticipate to remain engaged
research and development for a considerab le time.  Please revise throughout to
clearly disclose your business plan.
O

11. Please clarify, here and in the summary section, the extent to which you actually
hat
12. Please also clarify the extent to wh ich you intend to actually develop any
13. Please disclose who your potential customers are and the markets for your
end
 own or have rights in either of the te chnologies you discuss, or whether you
intend to license technology owned by othe rs.  We note, for example, that you
state that the USF Option Agreement give s you the right to ob tain an exclusive
worldwide license to use patented U SF technology in connection with the
SolarWindow technology.  Disclosure else where in the prospectus suggests t
you must first obtain a license from USF in order to pursue any development or
sales of products using th e SolarWindow technology.  Please also clarify whether
the patent applications for the MotionPower tech nology were filed by the
company or have been assigned to the company by another person.
technology, or whether it is your intention to license or  sublicense others to
develop or use the technology.
MotionPower and SolarWindow technologies , the industries in which you int
to compete, as well as how you intend to distribute your products.

Meetesh V. Patel
New Energy Technologies, Inc.
November 5, 2009 Page 4
14. For each of your MotionPower and SolarWindow technologies, please disclose the details of the contractual arrangements  with third party providers related to
, or a
number of different devices.
tivities with respect to the MotionPower
prototype.  Disclosure on page 38 sta ting that you have “already initiated and
ctually
traffic location, harvests energy from  passing vehicles and converts it to

agreements with V2G Enterprises, LLC
and Sigma Design Company, and file them  as exhibits to your registration
e

Our SolarWindow Technology, page 42your research, development and design activ ities and prototype devices, if any.
Please disclose the ownership of the technology and the products including the prototype device, if any.  Please also include these cont racts as exhibits to your
registration statement, as they appear  to be material to your business.
15. Please explain whether you are developi ng a single MotionPower device
16. Please clarify the extent of your testing ac
intend to undertake durability tests” is unclear as to whether you have a
initiated any tests or only intend to undertake them in the future.
17. Please briefly explain how your MotionP ower technology, installed at a high
electricity.  In addition, de scribe the new roadway technologies that are involved
with your products that you refer to under “Government Regulation of our
MotionPower Technology” on page 39, and clarify whether you are also
developing these technologies.  Please also ensure that you describe this
technology in sufficient detail to differentiate it from your competitors’ technologies, discussed on page 40.
18. Please disclose material terms of your
statement.  Please also clarify whether there have other consulting agreements
regarding the MotionPower technology and prototype device.  Your disclosur
preceding the description of these agreements states that you have “a number” of
third party agreements.

arch Agreement and USF Option Agreement
as exhibits to the registration statement.
our technology.   19. Please file your USF Sponsored Rese
20. Please explain how USF researchers were able to test y

Our Offices and Research Facilities, page 45
21. Please explain what a “packaged” office is.

Meetesh V. Patel
New Energy Technologies, Inc.
November 5, 2009 Page 5
t the laboratory facilities in Tampa
are your property.  Please clarify.  If you do not own or lease these facilities,
please remove this disclosure.  If you do not otherwise have research facilities,
ave
 C22. Based on your disclosure, it does not appear tha
please revise the heading of this section to remove the inference that you do h
research facilities.
urrent Directors a nd Officers, page 47

23. Please revise the biographies of Messrs.  Bhogal and Sierchio to provide their
e past  five years, including specific dates for
to Item 401(e) of Regulation S-K.
Sbusiness experience for at least th
each term of employment.  Refer

ecurity Ownership of Certain Benefi cial Owners and Management, page 58
24. Please ensure that you have disclosed th e security ownership of each person or
group of affiliated persons who benefici ally own 5% or more of your c
stock.  We note disclosure in the risk factors that five stockholders ownommon
 59% of

Tyour outstanding common stock; however, it  is unclear from the beneficial
ownership table who the five stockholde rs are or their respective ownership
percentages.  We note that you have  included disclosure regarding 1420525
Alberta Ltd.’s 43% ownership interest.
ransactions with Related Persons, page 59
25. Please provide the information require d by Item  404(b) of Regulation S-K
ted party transactions. regarding the review and approval of rela

Selling Stockholders, page 64
26. Since you are also registering 9,700,000 resale  shares issued to your stockholders
pursuant to exemptions
transactions in which th from registra tion requirements, please describe the
ese shares were issued.
Com
pany Prospectus, page CP-1
27. Please clarify that the company is offering the 30 million shares and tha t your
d President w ill sell the shares on behalf of the
DChief Executive Officer an
company.

ilution, page CP-7
28. We understand that investors in this  offering are paying $1.25 per share,
he number of shares sold in  this offering.  Therefore, please revise
h comparing the amount paid per share by new investors (currently regardless of teach paragrap

Meetesh V. Patel
New Energy Technologies, Inc.
November 5, 2009 Page 6
rs.
 E$0.43, $0.32 and $0.18) per share to the amount  paid by existing shareholde
xhibit Index

29. We note the disclosure on page 3 that the name of Octillion Corp. was changed to
New Energy Technologies, Inc. effective December 2, 2008.  However, the
 of incorporation and by-laws included as exhi bits 3.1 and 3.2 to the Form
S-1 filed on March 12, 2008 are for Octillion Corp.  Please revise to include the
 do

ursuant to Item 601(b)(21) of Regulation S-K;
ployment Termination Agreement with Nicholas Cucinelli;
•

Undarticles
current articles of incorp oration and by-laws for Ne w Energy Technologies, Inc.
30. Please include the following as exhibits or explain why you ar e not required to
so:
• Subsidiaries p
• Power of Attorney pursuant to It em 601(b)(24) of Regulation S-K;
• February 8, 2008 Securities Purchase Agreement;
• Em
 June 24, 2009 Employment Agreement with Meetesh V. Patel; and
• Subscription Agreement.
ertakings, page II-5
31. Please delete the undertaking 4(i)(A) and (B) on page II-5 which relies on Rule
 4(i)(B)(i) which relies on Rule 430C.
lease amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to r
tters greatly facilitate our review.  Please understand that we may have additional
comme
der
ire
 are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accurac
f
e 430B.  Please retain the undertaking

As appropriate, p
expedite our review.  Please furnish a cove r letter with your amendment that keys your
esponses to our comments and provides any requested information.  Detailed cover
le
nts after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required un
the Securities Act of 1933 and that they have  provided all information investors requ
for an informed investment decision.  Since the company and its management
y and adequacy of the disclosures they have made.

Notwithstanding our comments, in the even t the company requests acceleration o
the effective date of the pending registration statement, it should furnish a letter, at th
time of such request, acknowledging that:

Meetesh V. Patel
New Energy Technologies, Inc. November 5, 2009 Page 7
ommission or the staff, acting purs uant to delegated authority, declare the
filin
the action of the Commission or the staff, acting pursuant to delegated authority, in

the company may not assert staff comments a nd the declaration of effectiveness as a

In addition, please be advi sed that the Division of En forcement has access to all

wit

We will consider a written request for acceleration of the effective date of the
egistra
f the
curities specified in the above registration statement.  We will act  on the request and,
pursuan
ation
ent
te.

     Pamela Long

cc: Joseph Sierchio, Esq. ( Via facsimile 212/246-3039 )
 Sierchio & Co 430 Park Aven
 New York, New York 10022 ‚ should the C
g effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

‚
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
‚
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 information you provide to the staff of the Di vision of Corporation Finance in connection
h our review of your filing or in response to our comments on your filing.
r tion statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering o
se
t to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceler
of a registration statement.  Please allow ad equate time after the filing of any amendm
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective da
Please contact Sherry Haywood, Staff Attorn ey at (202) 551-3345 or me at (202)
551-3760 with any questions.

     S i n c e r e l y ,

     A s s i s t a n t  D i r e c t o r
mpany, LLP
ue, 7
th Floor

CORRESP
1
filename1.htm

Converted by EDGARwiz

OCTILLION CORP.

1628 West 1st Avenue

Suite 123

Vancouver, British Columbia, V6J 1G1

Telephone: (604) 736-9109

Facsimile: (604) 736-9107

February 24, 2006

Securities and Exchange Commission

100 F Street, NW

Washington, D.C.  20549-6010

Edward M. Kelley, Senior Counsel

(Mail Stop 6010)

RE:

Octillion Corp. (the “Company”)

Registration Statement on Form SB-2, as Amended

File No. 333-127953

Gentlemen:

On behalf of the Company, request is hereby made pursuant to Rule 461 of the Securities Act of 1933, as amended, that the effective date for the above-referenced Registration Statement be accelerated to 9:00 am Tuesday, February 28, 2006, or as soon as practicable thereafter.

In connection with the foregoing, we hereby acknowledge that:

·

Should the Securities and Exchange Commission (the “Commission”) or the staff, acting by delegated authority declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filling.

·

The action of the Commission or the staff, acting by 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 registration statement; and

·

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

Thank you for your courtesy, assistance and cooperation in this matter.

Very truly yours,

OCTILLION CORP.

By:

/s/ Terri DuMoulin

Name:

Terri DuMoulin

Title:

President

CORRESP
1
filename1.htm

SIERCHIO GRECO & GRECO, LLP

SIERCHIO GRECO & GRECO, LLP

-----------

720 FIFTH AVENUE

NEW YORK, NEW YORK 10019

TELEPHONE (212) 246-3030

FACSIMILE (212) 246-2225

February  21, 2006

By Edgar

U.S. Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Attention: Edward M. Kelly, Senior Counsel

Mail Stop: 6010

Re:

Octillion Corp.: Pre Effective Amendment No. 4 (filed February 21, 2006) to the Registration Statement on Form SB-2 filed on August 30, 2005 (File No. 333-127953)

We have been authorized by the Company to submit the following responses on its behalf to your letter of January 18, 2006 (the “January 18th Letter”).  All capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in Pre Effective Amendment No. 4 to the Form SB-2 as filed on February 21, 2006. Three marked copies of Amendment No. 4 have been forward to the Staff under separate cover.

Accordingly, please be advised that the financial statements included in the filing have been updated.  The current filing has also been updated and amended from the in order to more completely reflect the Company’s business as of the date of filing.  Such changes have been marked in order to facilitate the Staff’s review of the filing.

We hope that you find the foregoing responsive to the Staff’s comments. The Company appreciates your prompt attention to this filing.

Very truly yours,

/s/ Joseph Sierchio

Joseph Sierchio

cc.

Octillion Corp.

Attention: Terri DuMoulin

CORRESP
1
filename1.htm

Converted by EDGARwiz

Octillion Corp.

1628 West 1st Avenue, Suite 123

Vancouver, British Columbia, V6J 1G1

Telephone: (604) 736-9109

Facsimile: (604) 736-9107

January 17, 2006

Securities and Exchange Commission

100 F Street, NW

Washington, D.C.  20549-6010

Edward M. Kelley, Senior Counsel

(Mail Stop 6010)

RE:

Octillion Corp. (the “Company”)

Registration Statement on Form SB-2, as Amended

File No. 333-127953

Gentlemen:

On behalf of the Company, we hereby withdraw our request dated January 13, 2006 to accelerate the effective date for the above-referenced Registration Statement to 9:00 am Wednesday, January 18, 2006.

Thank you for your courtesy, assistance and cooperation in this matter.

Very truly yours,

OCTILLION CORP.

By:

/s/ Terri DuMoulin

Name:

Terri DuMoulin

Title:

President

CORRESP
1
filename1.htm

Converted by EDGARwiz

Octillion Corp.

1628 West 1st Avenue, Suite 123

Vancouver, British Columbia, V6J 1G1

Telephone: (604) 736-9109

Facsimile: (604) 736-9107

January 13, 2006

Securities and Exchange Commission

100 F Street, NW

Washington, D.C.  20549-6010

Edward M. Kelley, Senior Counsel

(Mail Stop 6010)

RE:

Octillion Corp. (the “Company”)

Registration Statement on Form SB-2, as Amended

File No. 333-127953

Gentlemen:

On behalf of the Company, request is hereby made pursuant to Rule 461 of the Securities Act of 1933, as amended, that the effective date for the above-referenced Registration Statement be accelerated to 9:00 am Wednesday, January 18, 2006, or as soon as practicable thereafter.

In connection with the foregoing, we hereby acknowledge that:

·

Should the Securities and Exchange Commission (the “Commission”) or the staff, acting by delegated authority declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filling.

·

The action of the Commission or the staff, acting by 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 registration statement; and

·

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

Thank you for your courtesy, assistance and cooperation in this matter.

Very truly yours,

OCTILLION CORP.

By:

/s/ Terri DuMoulin

Name:

Terri DuMoulin

Title:

President

CORRESP
1
filename1.htm

SIERCHIO GRECO & GRECO, LLP

SIERCHIO GRECO & GRECO, LLP

-----------

720 FIFTH AVENUE

NEW YORK, NEW YORK 10019

TELEPHONE (212) 246-3030

FACSIMILE (212) 246-2225

December 23, 2005

U.S. Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Attention: Edward M. Kelly, Senior Counsel

Mail Stop: 6010

Re:

Octillion Corp.: Pre Effective Amendment No. 3 (filed December 23, 2005) to the Registration Statement on Form SB-2 filed on August 30, 2005 (File No.  333-127953)

We have been authorized by the Company to submit the following responses on its behalf to your letter of December 21, 2005 (the  “December 21st  Letter”).  The numbered responses are keyed sequentially to the numbered paragraphs in the December 21st Letter.  All capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in Pre Effective Amendment No. 3 to the Form SB-2 as filed on December 23, 2005. Page references are to the marked copy of the prospectus as set forth in Amendment No. 3 as marked, unless otherwise indicated.

Experts

1.

The requested disclosure has been made. Please refer to page  52. The requested disclosure was not in the original filing nor was it in Amendment no. 1.

Exhibit 23.2

2.

The consent now refers to amendment no. 3 and is dated December 23, 2005.

Exhibit 23.4

3.

The consent now refers only to the October 16, 2001 report.

We hope that you find the foregoing responsive to the Staff’s comments. The Company appreciates your prompt attention to this filing.

Very truly yours,

Joseph Sierchio

cc.

Octillion Corp.

Attention: Terri DuMoulin

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

December 21, 2005

By facsimile to (212) 246-2225 and U.S. Mail

Ms. Terri DuMoulin
President
Octillion Corp.
1628 West 1st Street, Suite 123
Vancouver, British Columbia, V6J 1G1, Canada

Re:	Octillion Corp.
	Pre-effective Amendment 3 to Registration Statement on Form
SB-2
	Filed December 16, 2005
File No. 333-127953

Dear Ms. DuMoulin:

      We reviewed the filing and have the accounting comments
below.

Experts, page 52

1. Identify Clancy and Co., P.L.L.C. and Berenfeld, Spritzer,
Shechter and Sheer as experts in auditing and accounting in your
next
amendment.  It is unclear why the disclosure was removed in pre-
effective amendment 2.  We note that the change was not identified
in
the redline version of the amendment that you filed on the EDGAR
system.  When you file a redline version of the document on the
EDGAR
system, ensure that it is complete for changes made from the prior
amendment.

Exhibit 23.2

2. The consent references pre-effective amendment 1 rather than
pre-
effective amendment 2.  Obtain and include in your next amendment
an
updated consent from your auditors that refers to the most current
amendment.

Exhibit 23.4

3. The consent references the use of reports dated November 20,
1998,
November 1, 2000, and October 16, 2001.  While your registration
statement does include the report dated October 16, 2001, it does
not
include reports dated November 20, 1998 and November 1, 2000.
Obtain
and include in your next amendment a revised consent that does not
include references to reports not included in your registration
statement.

Closing

	File an amendment to the SB-2 in response to the comments.
To
expedite our review, Octillion may wish to provide us three marked
courtesy copies of the amendment.  Include with the filing any
supplemental information requested and a cover letter tagged as
correspondence that keys the responses to the comments.  If
Octillion
thinks that compliance with any of the comments is inappropriate,
provide the basis in the letter.  We may have additional comments
after review of the amendment, the responses to the comments, and
any
supplemental information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision.  Since Octillion and its management are in
possession of all facts relating to the disclosure in the
registration statement, they are responsible for the adequacy and
accuracy of the disclosures that they have made.

      If Octillion requests acceleration of the registration
statement`s effectiveness, Octillion should furnish a letter at
the
time of the request, acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.

* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Octillion from its full responsibility for the adequacy
and
accuracy of the disclosure in the registration statement.

* Octillion may not assert our comments and the declaration of the
registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.

	The Commission`s Division of Enforcement has access to all
information that Octillion provides us in our review of the
registration statement or in response to our comments on the
registration statement.

	We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.

	You may direct questions on accounting comments to Meagan L.
Caldwell, Staff Accountant, at (202) 551-3754 or Scott Watkinson,
Senior Staff Accountant, at (202) 551-3741.  You may direct
questions
on other disclosure issues to Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or me at (202) 551-3767.

Very truly yours,

Jennifer R. Hardy

Legal
Branch Chief

cc:	Joseph Sierchio, Esq.
	Sierchio Greco & Greco LLP
	720 Fifth Avenue
	New York, NY 10019

Ms. Terri DuMoulin
December 21, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
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SIERCHIO GRECO & GRECO, LLP

SIERCHIO GRECO & GRECO, LLP

-----------

720 FIFTH AVENUE

NEW YORK, NEW YORK 10019

TELEPHONE (212) 246-3030

FACSIMILE (212) 246-2225

December 16, 2005

U.S. Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Attention: Edward M. Kelly, Senior Counsel

Mail Stop: 6010

Re:

Octillion Corp.: Pre Effective Amendment No. 2 (filed December 16, 2005) to the Registration Statement on Form SB-2 filed on August 30, 2005 (File No. 333-127953)

We have been authorized by the Company to submit the following responses on its behalf to your letter of December 5th, 2005 (the “December 5th Letter”).  The numbered responses are keyed sequentially to the numbered paragraphs in the December 5th Letter.  All capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in Pre Effective Amendment No. 2 to the Form SB-2 as filed on December 16, 2005, three copies of which have been delivered to the Staff under separate cover.  Page references are to the hard copy of the prospectus as set forth in Amendment No. 2 as marked, unless otherwise indicated.

Risk Factors

1.

The requested revision has been made. Please refer to page   17. A similar revision was made in the section entitled “Plan of Distribution.” Please refer to page 49.

Use of Proceeds

2.

Footnote 1 to the table appearing on page 22 was revised to read as follows:

“Repayment of loan to the company by Mr. Harmel S. Rayat, an affiliated shareholder. The loan from Mr. Rayat is due April 27, 2006, and bears interest at the rate of 8.75% per annum.”

Management

3.

The requested clarification was added to the disclosure appearing on page 39, by revising the last sentence of Ms. DuMoulin’s biographical information to read  as follows:

“Ms. DuMoulin has served as a Director of the Company since February 17, 2003 through January 2005, while serving as an officer, director and employee of other companies. Since January of 2005 Ms. DuMoulin has devoted her full time and efforts on our behalf.”

Report of the Independent Registered Public Accounting Firm

4.

Please refer to the revised report of Ernst & Young LLP on page F-2.

5.

The City and State disclosures have been added; they were inadvertently dropped during the edgarizing process. Please refer to Page F-4.

Notes 5. Related Party Transactions

6.

The referenced language has been relocated to the section titled “Our Business.” Please refer to page(s) 24 and 25.

Risk Factors

6.

The Statement of Cash Flows has been revised in accordance with the December 5th Letter.  Please refer to page F-9

7.

The following has been add to footnote 5 of the financial statements appearing on page F-14:

“As of August 31, 2005 and 2004, respectively, there were 13,333,200 shares held by two directors and a major shareholder of the Company that are considered “restricted shares” as that term is defined in Rule 144 as promulgated under the Securities Act. Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rules 144, 144(k) or 701 promulgated under the Securities Act.”

Exhibit 99

8.

 For clarification the reference to “Exhibit A” in the subscription agreement and in the section entitled “Method of Subscribing” has been changed to Annex A; each reference to Annex A is to the Form 45-106F4 as attached to  Subscription Agreement.

The Company has decided not to limit sales of units in British Columbia to accredited investors; this necessitated the noted revisions. Form 45-106F4 is the form that an investor is required to sign and   deliver if the issuer of the securities is relying, as is the Company, on the   exemption from the prospectus delivery requirements of the Securities Act (British Columbia) afforded by Section 2.9 [Offering Memorandum] of National Instrument 45-106 - Prospectus and Registration Exemptions.

Form 45-106F4 (along with National Instrument 45-106) is available for viewing and downloading on the British Columbia Securities Commission website at: www.bcsc.bc.ca.

We hope that you find the foregoing responsive to the Staff’s comments. The Company appreciates your prompt attention to this filing.

Very truly yours,

/s/ Joseph Sierchio

Joseph Sierchio

cc.

Octillion Corp.

Attention: Terri DuMoulin

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

December 5, 2005

By facsimile to (212) 246-2225 and U.S. Mail

Ms. Terri DuMoulin
President
Octillion Corp.
1628 West 1st Street, Suite 123
Vancouver, British Columbia, V6J 1G1, Canada

Re:	Octillion Corp.
	Pre-effective Amendments 1 and 2 to Registration Statement on
Form SB-2
	Filed November 22 and 28, 2005
File No. 333-127953

Dear Ms. DuMoulin:

      We reviewed the filings and have the comments below.  Unless
indicated otherwise, page references below are to pre-effective
amendment 2.

Risk Factors, page 6

1. Refer to prior comment 4.  Revise also the first sentence of
the
twenty-second risk factor on page 16 to clarify that this is a
best
efforts offering with a minimum requirement to sell 500,000 units.

Use of Proceeds, page 22

2. Disclose the identity of the affiliated shareholder whom you
will
repay with proceeds of the offering, the total amount of the loan,
the maturity of the loan, and the interest rate.  See instruction
1
to Item 504 of Regulation S-B.

Management, page 38

3. Refer to prior comment 15.  Confirm that Ms. Terri DuMoulin has
held also the positions of president, chief executive officer, and
chief financial officer since February 17, 2003 while employed
elsewhere.  We note the disclosure that Ms. DuMoulin served as
president of Edeal.net, Inc. from December 2000 to January 2005.

Report of the Independent Registered Public Accounting Firm, page
F-2

4. We have reviewed your response to prior comment 32.  The
auditors`
report obtained from Ernst & Young LLP states that the financial
statements for the cumulative period from inception (May 5, 1998)
to
August 31, 2002 were audited by other auditors whose report dated
December 18, 2003 expressed an unqualified opinion on those
statements.  It also states that its opinion on the statements of
stockholders` deficiency, operations, and cash flows as it relates
to
these periods are based on the report of the other auditors.
However, the opinion included in the auditors` report from Clancy
and
Co., P.L.L.C. dated December 18, 2003 for those financial
statements
appears to cover only the fiscal year ended August 31, 2002.
Also,
it appears that the auditors` report obtained from Berenfeld,
Spritzer, Shechter & Sheer covers the fiscal year ended August 31,
2001 and the period May 5, 1998 (inception) to August 31, 2001.
If
Ernst & Young LLP relied on both of these auditors` reports,
obtain
from Ernst & Young LLP and include in your amended filing a
revised
audit report that references both audit reports.  Conversely, if
Ernst & Young LLP did not rely on each of the audit reports
mentioned
above, obtain from Ernst & Young LLP and include in your amended
filing a revised audit report that includes only those periods for
which Ernst & Young LLP expresses an opinion.

Report of the Independent Registered Public Accounting Firm, page
F-4

5. The auditors` report obtained from Berenfeld, Spritzer,
Shechter &
Sheer and included in your filing does not include the city and
state
of your auditor.  Obtain and include in your amended filing a
revised
audit report that includes this information.

Note 5.  Related Party Transactions, page F-14

6. We reviewed your response to prior comment 17.  Your revised
disclosure states that on December 13, 2004 you borrowed $5,000
from
Ms. Terri DuMoulin that was repaid in full on May 24, 2005.
However,
it does not appear that you have revised your statements of cash
flows to reflect these transactions.  Please revise.

7. We reviewed your response to prior comment 34.  Revise the
notes
to your financial statements to disclose the number of shares
subject
to restriction as of each balance sheet date and to describe the
nature of the restrictions.

Exhibit 99

8. We note that annex A is substantially revised.  Confirm that
annex
A and exhibit A referenced in section 3 of exhibit 99 are the same
document.  Confirm also that annex A`s subcaption "Form 45-106F4"
is
a form approved and required by the province of British Columbia,
Canada to sell the securities being registered to a resident of
that
province.

Closing

	File an amendment to the SB-2 in response to the comments.
To
expedite our review, Octillion Harbors may wish to provide us
three
marked courtesy copies of the amendment.  Include with the filing
any
supplemental information requested and a cover letter tagged as
correspondence that keys the responses to the comments.  If
Octillion
thinks that compliance with any of the comments is inappropriate,
provide the basis in the letter.  We may have additional comments
after review of the amendment, the responses to the comments, and
any
supplemental information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision.  Since Octillion and its management are in
possession of all facts relating to the disclosure in the
registration statement, they are responsible for the adequacy and
accuracy of the disclosures that they have made.

      If Octillion requests acceleration of the registration
statement`s effectiveness, Octillion should furnish a letter at
the
time of the request, acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.

* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Octillion from its full responsibility for the adequacy
and
accuracy of the disclosure in the registration statement.

* Octillion may not assert our comments and the declaration of the
registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.

	The Commission`s Division of Enforcement has access to all
information that Octillion provides us in our review of the
registration statement or in response to our comments on the
registration statement.

	We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.

	You may direct questions on accounting comments to Meagan L.
Caldwell, Staff Accountant, at (202) 551-3754 or Scott Watkinson,
Senior Staff Accountant, at (202) 551-3741.  You may direct
questions
on other comments and disclosure issues to Edward M. Kelly, Senior
Counsel, at (202) 551-3728 or me at (202) 551-3767.

Very truly yours,

Jennifer R. Hardy

Legal
Branch Chief

cc:	Joseph Sierchio, Esq.
	Sierchio Greco & Greco LLP
	720 Fifth Avenue
	New York, NY 10019

Ms. Terri DuMoulin
December 5, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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SIERCHIO GRECO & GRECO, LLP

-----------

720 FIFTH AVENUE

NEW YORK, NEW YORK 10019

TELEPHONE (212) 246-3030

FACSIMILE (212) 246-2225

November 22, 2005

U.S. Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Attention: Edward M. Kelly, Senior Counsel

Mail Stop: 6010

Re:

Octillion Corp.: Pre Effective Amendment No. 1 (filed November 22, 2005) to the Registration Statement on Form SB-2 filed on August 30, 2005 (File No. 333-127953)

We have been authorized by the Company to submit the following responses on its behalf to your letter of September 21, 2005 (the “September 21st Letter”).  The numbered responses are keyed sequentially to the numbered paragraphs in the September 21st Letter.  All capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in Pre Effective Amendment No. 1 to the Form SB-2 as filed on November 22, 2005, four copies of which have been delivered to the Staff under separate cover.  Page references are to the hard copy of the prospectus as set forth in Amendment No. 1 as marked, unless otherwise indicated,.

General

1.

Audited financial statements have been provided for the years ended August 31, 2005 and 2004.

2.

A new section entitled “Determination of Offering Price” has been added. Please refer to page(s) 21.  Please note footnote No. 1 to the calculation of Registration Fee table states that $.50 per share, it was in part for filing fee calculation purposes.

3.

The Company does not believe that an escrow arrangement is required under applicable Nevada law. A risk factor related to the lack of an escrow arrangement has been inserted. Please refer to page(s) 20.

Prospectus’ Outside Front Cover Page

4.

References to “all or none” have been deleted and the requested clarification made. Please refer for example to page(s) 1, 4, 21 and 48.

Table of Contents

5.

The referenced language has been relocated to the section titled “Our Business.” Please refer to page(s) 24 and 25.

Risk Factors

6.

The referenced language has been deleted. Please refer to page(s) 6.

7.

The Company has quantified the risks to the extent practical. To the extent it is not now able to do so it has included an explanation for its inability to quantify the referenced risks. Please refer for example to page(s) 6, 7 and 9.

8.

The Company has sought to comply with the Staff’s comments.  Please refer for example to page(s) 7, 8, 9, and 11.

9.

The Company has sought to comply with the Staff’s comments. Please refer for example to page(s) 8, 9, 13, 14, 15 and 19.

10.

The Company has sought to comply with the Staff’s comments. Please refer to page(s) 19.

11.

The requested risk factor has been included in the filing. Please refer to page(s) 20.

Our Business

12 .

The Company has sought to comply with the Staff’s comments by either explaining or deleting abbreviations or acronyms throughout the “Our Business” section and elsewhere in the filing.  Please refer for example to page(s) 28.

Market Overview

13.

The referenced language has been deleted. Please refer to page(s) 28.

Competition

14.

The referenced language has been deleted. Please refer to page(s) 34.

Management

15.

The requested clarifications have been made. Please refer to page(s) 39.

16.

The requested disclosure has been added to the filing. Please refer to page(s) 40.

Certain Relationships and Related Transactions

17.

The note was issued and repaid in the same fiscal period.  A disclosure has been added to the footnotes to the financial statements.  Please refer to note no. 5 to the audited financial statements for the years ended August 31, 2005 and 2004.

Description of Securities

18.

The referenced language has been deleted. Please refer to page(s) 43.

Plan of Distribution

19.

The requested revision has been made. Please refer to page(s) 48.

20.

The requested disclosure had been added. Please refer to page(s) 48.

21.

The Company does not intend to use a broker/dealer to assist in the offering; accordingly, the referenced disclosure has been deleted. Please refer to page(s) 49.

22.

The requested disclosure had been added. Please refer to page(s) 49.

23.

The Company does not intend to advertise the sale of the units.  Please refer to page(s) 48.

24.

The requested disclosure had been added. Please refer to page(s) 49.

25.

The requested disclosure had been added. Please refer to page(s) 48.

26.

The Company does not have any arrangements with any third party to host or access the preliminary prospectus on the Internet.

27.

The requested disclosure had been added. Please refer to page(s) 48.

28.

The requested disclosure had been added. Please refer to page(s) 48, 49.

29.

The requested disclosure had been added. Please refer to page(s) 48.

Addition Information

30.

The requested disclosure had been added. Please refer to page(s) 51.

31.

The requested deletion has been made. Please refer to page(s) 51.

Report of the Independent Registered Accounting Firm

32.

Please refer to the audited financial statements for the period ended August 31, 2005 and 2004, which now include the reports and consents of the prior auditors.

Statement of Stockholders’ Deficiency

33.

There are no interim financials included at this time.  Please refer to the audited financial statements for the period ended August 31, 2005 and 2004.

Notes to Financial Statements

34.

This item is not included in the Notes since it occurred during a period not covered by the financial statements.  However, an appropriate disclosure is included in the body of the registration statement II-3.

Note 2(c). Foreign Currency Transactions

35.

The statements of operations have been amended to show the foreign exchange gain (loss) involved for different periods according to paragraph 30 of SFAS52.  There is no amendment required for the statements of cash flows to follow the requirements of paragraph 25 of SFAS95 as both the functional currency and base currency of the Company are in U.S. dollars even though the office of the Company is stated outside the United States.  Please refer to the audited financial statements for the period ended August 31, 2005 and 2004.

Note 4(b). Related Party Transactions.

36.

The required disclosure has been made.  The notes to the financial statements have been amended accordingly.  See note 5 of the notes to the financial statements for details.  Please refer to the audited financial statements for the period ended August 31, 2005 and 2004.  See Note 5 thereto.

Note 8(d). Subsequent Events.

37.

The Company will use the relative fair value method to allocate the proceeds from this offering to the common stock and the attached warrants.  Please refer to the audited financial statements for the period ended August 31, 2005 and 2004.

Also please note, that the Company’s common stock is thnly traded.  Since August 12, 2005 (the original filling date) through November 21, 2005 only 72,500 shares have traded (an average of approximately 1,036 shares per trading day) at prices ranging from $050 to $1.47 per share. Because of the limited trading market for the Company’s common stock on the “pink sheets” the Company does not necessarily view the “market price” as a true reflection of the Company’s common stock, or that any shares constituting a part of the units can be sold or resold at such “market price.”  Accordingly, the Company has taken into account other factors in pricing the units and has included a new section entitled, “Distribution of Offering Price” in the filing to more fully disclose the basis upon which the offering price was determined.

38.

Please refer to the audited financial statements for the period ended August 31, 2005 and 2004.

Exhibits

39.

The Company will file its exhibits using appropriate exhibit tags in Edgar and ensure that the exhibit index identifies all exhibits.

Exhibit 10.1

40.

Please note that Section 9.0 reads as follows:  “Material Transfer.  Should tangible proprietary materials (e.g. biological materials, seeds, software, prototypes) be transferred between the Parties during the term of this Agreement, a copy of the fully executed material transfer agreement shall be attached as Appendix C.”  As of this date, no such transfers have been made, hence there is no Appendix C.

Signatures

41.

The appropriate disclosures regarding the offices and positions of the signatories have been added. Please refer to page(s) II-5.

We hope that you find the foregoing responsive to the Staff’s comments. The Company appreciates your prompt attention to this filing.

Very truly yours,

Joseph Sierchio

cc.

Octillion Corp.

Attention: Terri DuMoulin

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

September 21, 2005

By facsimile to (212) 246-2225 and U.S. Mail

Ms. Terri DuMoulin
President
Octillion Corp.
1628 West 1st Street, Suite 123
Vancouver, British Columbia, V6J 1G1, Canada

Re:	Octillion Corp.
	Registration Statement on Form SB-2
	Filed August 30, 2005
File No. 333-127953

Dear Ms. DuMoulin:

	We reviewed the filing and have the comments below.

	Where indicated, we think that you should revise the document
in
response to the comments.  If you disagree, we will consider your
explanation why a comment is inapplicable or a revision is
unnecessary.  Be as detailed as necessary in your explanation.  To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information.  We may raise additional
comments after reviewing this information.

	Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your document.  We look forward to working with you
to
achieve these objectives.  We welcome any questions that you may
have
about comments or any other aspect of our review.  You may call us
at
the telephone numbers listed at the end of this letter.

General

1. Include in the next pre-effective amendment to the registration
statement updated financial statements and other financial
disclosures as necessary to comply with Item 310(g) of Regulation
S-
B.

2. Since there is no established market for the securities being
registered, provide the disclosure of the factors considered in
determining the offering price of $0.50 per unit as required by
Item
505 of Regulation S-B.  We note the disclosure in the twenty-third
risk factor that the offering price of $0.50 per unit represents
the
last sale price of Octillion`s common stock before the
registration
statement`s filing.

3. We note the disclosure that funds obtained from the offering
will
be held in a separate account under Octillion`s control and that
the
account is not an escrow, trust, or similar account.  Confirm that
an
escrow, trust, or similar account until the minimum offering is
sold
is not required under applicable state law.  Provide appropriate
risk
factor disclosure that you will not use an escrow account.

Prospectus` Outside Front Cover Page

4. Remove references to an "all of none" offering throughout the
prospectus since you will continue the offering even if you do not
sell all one million units that you are offering.  Similarly, the
disclosure that the offering will be on an "all or none" basis for
the first 500,000 units and a "best efforts" basis for the
remaining
units is confusing.  Revise to clarify that this is a best efforts
offering with a minimum requirement to sell 500,000 units and a
maximum of one million units.

Table of Contents, page 2

5. Move the paragraph immediately before the table of contents and
the two paragraphs immediately after the table of contents so that
they follow the summary and risk factors sections.  See Items 502
and
503(c)(2) of Regulation S-B.

Risk Factors, page 6

6. This section`s first paragraph includes the statement that
"however, they are not the only risks we face."  Since Octillion
must
disclose all risks that it believes are material, delete this
statement.

7. Include in each risk factor`s discussion information necessary
to
assess the risk, including its magnitude.  For example:

* The third risk factor states that Octillion will require
substantial funds besides this offering`s net proceeds to conduct
additional basic research and development activities, preclinical
studies, clinical trials, and other activities relating to the
ISURF
nerve regeneration technology`s successful commercialization.
Quantify the known or estimated "substantial funds" that Octillion
will require.  Alternatively, if Octillion is unable to quantify
the
known or estimated substantial funds that it will require, so
indicate and explain briefly why.  We note the disclosure under
"Use
of Proceeds."

* The fifth risk factor states that Octillion anticipates that it
will remain engaged in research and development for a considerable
period of time.  Quantify the known or estimated "considerable
period
of time" that Octillion anticipates that it will remain engaged in
research and development.

* The twenty-seventh risk factor states that the market price of
Octillion`s common stock has been and is expected to continue to
be
highly volatile.  State the high and low market prices of
Octillion`s
common stock during the most recent 52 week period.

8. Avoid generic conclusions in the risk factors` captions or
headings and discussions that Octillion`s results of operations,
business, and financial condition could be materially and
adversely
affected or harmed.  For example, refer to the third, fourth,
ninth,
eleventh, thirteenth, fourteenth, eighteenth, and thirtieth risk
factors.  Rather, explain specifically what the risk`s
consequences
or effects are for Octillion and its stockholders.

9. Some risk factors include language like "There can be no
assurance," "There is no assurance," "we cannot assure," and "we
cannot guarantee."   For example, refer to the fourth, fifth,
sixth,
eighth, tenth, eleventh, twelfth, sixteenth, eighteenth,
nineteenth,
twenty-second, and thirty-first risk factors.  Since the risk is
the
situation described and not Octillion`s inability to assure or
guarantee, revise.

10. Generally, each risk factor should discuss a single risk.  For
example, refer to the thirty-first risk factor, and revise to
separate into two distinctly captioned risk factors.

11. Disclosure in note 2(c) to the financial statements states
that
Octillion is located and operates outside of the United States.
Address in a discrete risk factor the consequences or effects of
Octillion`s location and operation outside of the United States
for
investors.

Our Business, page 24

12. Explain the meaning of any abbreviation or acronym when
introduced in the prospectus.  For example, refer to "ERG" on page
27.

Market Overview, page 28

13. Amend the language in this section`s first paragraph`s last
sentence to remove the implication that you are disclaiming
responsibility for information that you have chosen to include in
the
prospectus.

Competition, page 34

14. Amend the language in this subsection`s first paragraph`s last
sentence to remove the implication that you are disclaiming
responsibility for information that you have chosen to include in
the
prospectus.

Management, page 38

15. Disclosure on page 25 that Mr. Harmel Rayat resigned from the
board of directors and as chief executive officer in February 2003
and that Ms. Terri DuMoulin succeeded to Mr. Rayat`s positions
appears inconsistent with disclosure in this section`s table and
Ms.
DuMoulin`s biographical paragraph that Ms. DuMoulin has held the
positions of director, president, and chief executive officer
since
December 20, 2002.  Please revise or advise.

16. Disclosure in this section`s table indicates that Mr. Tareq
Ghazaleh has held his positions as director, secretary, and
treasurer
since April 22, 2002.  Disclosure in Mr. Ghazaleh`s biographical
paragraph indicates that he was employed from August 1999 through
October 2003 with The Hynes Group and from October 2003 through
August 2005 with Bakers Delight Holdings International and
Canadian
Business.  Confirm that Mr. Ghazaleh has held his positions as
Octillion`s secretary and treasurer since April 22, 2002 while
employed elsewhere.

Certain Relationships and Related Transactions, page 42

17. It is unclear how the note payable to Ms. Terri DuMoulin has
been
reflected on the statements of cash flows or as a supplemental
non-
cash disclosure for the nine months ended May 31, 2005.  Please
advise or revise.

Description of Securities, page 43

18. Remove from this section`s first paragraph the statement that
the
description of Octillion`s securities is "qualified in its
entirety"
by information outside the prospectus.  This section should
include
all of the information required by Item 202 of Regulation S-B.

Plan of Distribution, page 47

19. Amend this section`s first sentence to make clear that
Octillion
is offering units and not subscription rights.

20. Disclose that the persons offering the securities on
Octillion`s
behalf may be deemed to be underwriters of the offering within the
meaning of that term as defined in section 2(11) of the Securities
Act.

21. We note the disclosure that Octillion has retained no broker
for
the sale of units being offered and that Octillion will file an
amendment to the registration statement if Octillion does retain a
broker.  Describe briefly in the prospectus the circumstances
under
which Octillion would retain a broker to sell units in the
offering.

22. Disclose more detail about the manner in which the securities
will be offered.  For instance, will the responsible individuals
solicit investors through direct mailings or personal contact?

23. Tell us whether Octillion intends to advertise the offering.
Provide us copies of any materials that Octillion intends to use.

24. Disclose whether you will register as broker dealer or issuer
dealer under the state law of all states where you are offering
the
units and such registration is required.

25. Clarify in this section that investors will not be allowed to
withdraw their investments if you successfully sell the minimum
amount but have not yet terminated the offering.

26. Tell us whether Octillion has any arrangements with any third
party to host or access the preliminary prospectus on the
Internet.
If so, identify the party and the website, describe the material
terms of the agreement, and provide us a copy of any written
agreement.  Also provide us copies of all information concerning
the
issuer or prospectus that has appeared on the third party`s
website.
If Octillion enters subsequently into such an arrangement,
supplement
promptly the response.

27. Discuss whether Ms. Terri DuMoulin, Messrs. Kesar S. Dhaliwal
and
Harmel S. Rayat, or any other affiliate of Octillion may purchase
units in this offering to meet the required minimum of 500,000
units.
If so, disclose the number of units that may be purchased.  If the
number of units that may be purchased is material, include risk
factor disclosure to that effect.  Further, the prospectus should
indicate that any such person is purchasing the units for
investment
and not resale.

28.  State clearly in the prospectus that changes in the
offering`s
material terms after the registration statement`s effectiveness
will
terminate the original offer and that investors would then be
entitled to a refund.  Examples of material changes include:

* Extension of the offering period.

* Change in the offering price.

* Change in the application of proceeds.

29. We note the disclosure that Octillion will return promptly
funds
received by Octillion if the minimum offering is not sold within
the
specified period of time as required by Rule 10b-9 under the
Exchange
Act.  We have taken the position that "promptly" means the next
business day or as soon as possible after the offering`s
termination.
Revise to disclose this requirement.

Additional Information, page 50

30. Since Octillion will not become a reporting company until the
registration statement is declared effective, revise this
section`s
first sentence to reflect that fact.

31. Delete the language that statements contained in the
prospectus
on the contents of any contract or other document filed as an
exhibit
"are not necessarily complete" and the language that such a
statement
is "qualified in all respects."  Rule 411(a) of Regulation C under
the Securities Act allows qualification of information inside the
prospectus by reference to information outside the prospectus only
to
the extent that the form explicitly permits it or where the form
requires a summary of the document.  If Octillion retains the
language that statements on the contents of any contract or other
document "are not necessarily complete," disclose that all
material
provisions of those contracts and other documents are discussed in
the prospectus.

Report of the Independent Registered Public Accounting Firm, page
F-
10

32. Amend your filing to include the auditors` report and consent
related to the audit of the period from inception to August 31,
2002
as required by Rule 2-05 of Regulation S-X.  See note 2 to Item
310
of Regulation S-B.

Statement of Stockholders` Deficiency, page F-13

33. It is unclear why you have presented a February 29, 2004
subtotal
in your statement of stockholders` deficiency.  Please revise or
advise.

Notes to Financial Statements, page F-16

34. You disclose on page 42 that you issued restricted common
shares
to Mr. Kesar S. Dhaliwal.  Expand your disclosure to discuss the
nature and terms of the restricted common shares.  Include in your
disclosure the number of shares that are restricted as of the
balance
sheet date and as of the date of the filing of this registration
statement.

Note 2(c).   Foreign Currency Transactions, page F-16

35. Revise your disclosure to include the amount of transaction
gain
or loss that was included in determining net income for the years
ended August 31, 2004 and 2003 and for the cumulative from
inception
(May 5, 1998) to August 31, 2004.  Also ensure that your treatment
for the effect of exchange rate changes on cash balances held in
foreign currencies is shown as a separate part of the
reconciliation.
See paragraph 30 of SFAS 52 and paragraph 25 of SFAS 95.

Note 4(b).  Related Party Transactions, page F-19

36. If true, revise the notes to your financial statements to
disclose that your officers and directors provide their services
for
no compensation and the periods during which their services were
uncompensated.

Note 8(d).  Subsequent Events, page F-20

37. You disclose on page 16 that $0.50 per unit represents the
last
sale price of your common stock before the registration
statement`s
filing.  Expand your disclosure to discuss how you intend to value
the attached warrants.  Also tell us what consideration you gave
to
the recent increase in your stock price and the effect that this
will
have on your unit price and the allocation of the amounts received
for the units between your common stock and your warrants.

38. You disclose that you plan to offer up to a total of 1,000,000
units at $0.50 in July 2005.  Update this disclosure.

Exhibits

39. It appears that you have attached the exhibits to the Form SB-
2
and that you did not file separately the exhibits on the EDGAR
system.  File the exhibits with the appropriate EDGAR tags with
the
next pre-effective amendment to the registration statement.

Exhibit 10.1

40. Absent an order granting confidential treatment, Item
601(b)(10)
of Regulation S-B requires the filing of material contracts,
including attachments, in their entirety.  Attachments include,
for
example, annexes, appendices, exhibits, and schedules.  Since
Octillion did not file the appendix referenced in section 9.0 of
appendix C, please revise or advise.

Signatures, page II-5

41. Octillion`s principal financial officer and controller and
principal accounting officer also must sign the registration
statement.  Further, any person who occupies more than one of the
specified positions, for example, principal financial officer and
controller or principal accounting officer, must specify each
capacity in which he signs the registration statement.  See
instructions 1 and 2 for signatures on Form SB-2, and revise.

Closing

	File an amendment to the SB-2 in response to the comments.
To
expedite our review, Octillion Harbors may wish to provide us
three
marked courtesy copies of the amendment.  Include with the filing
any
supplemental information requested and a cover letter tagged as
correspondence that keys the responses to the comments.  If
Octillion
thinks that compliance with any of the