SIERCHIO GRECO & GRECO, LLP
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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 itsbehalf 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
