CARBON 612 CORRESP Correspondence with SEC

CARBON 612 CORPORATION

200 Old Country Road, Suite 610

Mineola, NY 11501-4241

July 14, 2011

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:

Carbon 612 Corporation

Registration Statement on Form 10

Amendment no. 4 to Form 10-12G

Filed June 9, 2011

File No. 000-53882

Ladies and Gentlemen:

We are writing in response to your letter of July 1, 2011 regarding the above-referenced filings of Carbon 612 Corporation (the “Company”, “we”, “us” or “our”). Each Staff comment and our response are below.

Overview, page 4

We note your response to our prior comment 1. Please revise the first bullet point on page 4 to clarify whether you have paid UL’s fee and provided UL with the units required for further testing and what other steps you must take before obtaining UL listing.

Response:

The registration statement has been revised to clarify the present status of our relationship with UL and what other steps we must take before obtaining UL listing. Please see page 4.

XTRAX Recurring Revenue Model, page 5

Please reconcile your response to prior comment 5 with the statement that “Owners of solar projects MUST register their projects in the SRP program prior to the start of construction in order to establish the project’s eligibility to earn SRECs” athttp://www.njcleanenergy.com/renewable-energy/programs/solar-renewable-energycertificates-srec/new-jersey-solar-renewable-energy. Also tell us where you provided the attachment mentioned in the penultimate sentence of your response.

Response:

The Company believes that the statement referred to in the Staff’s comment, and found on the website linked to in the Staff’s comment, that, “Owners of solar projects MUST register their projects in the SRP program prior to the start of construction in order to establish the project’s eligibility to earn SRECs”, is out of date. In particular, the rule regarding registration changed in 2011. The current rule with respect to registration, as reflected on the registration program registration form, states that, “The Registrant must receive an acceptance letter from the Renewable Energy Market Manager acting on behalf of the New Jersey Board of Public Utilities (NJBPU) prior to installation completion.” This rule can be found under Section A. Qualification Requirements on the SREC Registration Program Form, available at:

http://www.njcleanenergy.com/files/file/Renewable_Programs/RE%20Forms/2011_SREC_Registration_Jan_11revform.pdf

A copy of this form is attached hereto. Further, the Company believes that it is appropriate to base its market potential on existing installations, as the Company believes that, in light of the expense of installation and the substantial opportunity cost of not properly registering a project, substantially all existing installations in New Jersey have been registered as required by New Jersey law. Attached is a comparison of RPS programs in the PJM region, prepared for the Company by a consultant, which had been inadvertently omitted from the prior response letter.

Government Subsidies and Incentives, page 10

We note your response to our prior comment 8. However, this section continues to refer to subsidies and tax incentive programs encouraging the adoption of solar power, such as capital cost rebates, performance-based incentives, feed-in tariffs, tax credits and net metering. Please tell us the steps you took to determine that there were not any reported reductions or suspensions of any such programs.

Response:

A sentence has been added to the Registration Statement that recently there has been a trend towards reduction of such programs. Please see pages 11 and 15. In an effort to stay abreast of current incentives and tax treatment of solar systems, we constantly monitor industry websites such as the Solar Energy Industries Association’s website, SEIA.org, the Database of State Incentives for Renewables and Efficiency,http://dsireusa.org/as well as individual electric utility websites, state websites and IRS.gov.

Item 7. Certain Relationships and Related Transactions…, page 26

We note your response to our prior comment 9. Please revise to explain clearly each transaction with your major shareholder. For example, please address the $60,181 repayment to your parent, the $24,500 loan from the parent and $52,329 loan to your parent. Please include in your disclosure an explanation of the material terms, including the date, duration and interest rate of loans. Provide this information for the entire period required to be addressed by instruction 2 to Regulation S-K Item 404(d).

Response:

The Registration Statement has been revised to clarify that the loan and repayment amounts are aggregate amounts and do not refer to single, specific transactions. Item 404(a) of Regulation S-K requires disclosure only of transactions in which the amount involved exceeds $120,000. No single loan or repayment was greater than $120,000 and thus the Company is not required to disclose the date and amount of each specific loan and repayment. In addition, the Registration Statement has been revised to state that all loans to and from our parent company are demand loans, interest free and without any collateral or other security. They are not evidenced by any written instrument. We repay or make loans to our parent company when we have the cash to do so and the parent company requests that we do so. We borrow from our parent company when we need cash and the parent company has cash to lend us. Please see page 27.

Carbon 612 Corporation hereby acknowledges that:

the company is responsible for the adequacy and accuracy of thedisclosurein the filing;

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.

Sincerely,

Carbon 612 Corporation

By:/s/ Ezra Green

Ezra Green, CEO

cc: Jeff Cahlon -- Sichenzia Ross Friedman Ference LLP

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