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The Chrysler Building
405 Lexington Avenue, 26th Floor
New York, New York 10174
(212) 907-6457
July 31, 2015
VIA EDGAR
United States Securities
and Exchange Commission
100 F Street, NE
Mail Stop 4720
Washington, D.C. 20549
Attention: Frank Pigottf
Re: Andalay Solar, Inc.
Registration Statement on Form S-1
Filed July 21, 2015
File No. 333-205779
Dear Mr. Pigottf:
Thank you for your verbal comments regarding the registration statement on Form S-1 (File No., 333-205779) filed by Andalay Solar, Inc. (“Andalay”) on July 21, 2015. In order to assist you with your review of the registration statement filed herewith, we are submitting a letter responding to the comments. For your convenience, we have set forth below the staff’s numbered comments in their entirety followed by our responses thereto.
General
1. | Please move the financial statements to the appropriate section in the Form S-1. |
Response: We have moved the financial statements in the Form S-1 to the appropriate section. |
2. | Please revise your disclosure on page 3 to clarify the language regarding the 887,000 shares. |
Response: We have revised our disclosure to eliminate the language in order to remove any confusion. |
If you have any questions or need additional information, please contact the undersigned at (516) 496-2223 or (212) 907-6457.
Sincerely
/s/ Leslie Marlow
Leslie Marlow
Partner
cc: Andalay Solar, Inc.