SOLAR3D, INC.
6500 Hollister Avenue, Suite130
Goleta, California 93117
Telephone: (805) 690-9000
January 10, 2013
Via Edgar
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-6010
| Attention: | Larry Spirgel, Assistant Director | |
| | | | |
| | Re: | Solar3D, Inc. | |
| | | Form 10-K for the fiscal year ended December 31, 2011 | |
| | | Filed March 28, 2012 | |
| | | File No. 000-49805 | |
Dear Commission:
Solar3D, Inc. hereby acknowledges the following in connection with the filing of the above referenced Report on Form 10-K:
| 1. | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| 2. | 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 |
| 3. | the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours,
/s/ James Nelson
James Nelson, Chief Executive Officer of
Solar3D, Inc.
