SIERCHIO GRECO & GRECO, LLP
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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
