FILED AS CORRESPONDENCE ON EDGER
February 11, 2011
Russell Mancuso
Branch Chief
Division of Corporation Finance
100 F Street, N.E.
Washington, D. C. 20549
Attn: Allicia Lam
| Re: | GreenCell, Incorporated |
| Amendment | No. 7 to Form S-1 |
File No. 333-167147
Dear Mr. Mancuso:
Please find below our responses to the Division of Corporation Finance’s (the “Division”) February 11, 2011 comment letter:
Our Business, page 3
Response to Comment 1
We have eliminated the 80 volt reference in footnote * to our chart of future technologies. We have disclosed that we no longer consider an 80-volt igniter to be a future technology.
Located at page 3, 22
Igniter Development Precursor Work, page 26
Response to Comment 2
The prior period cited (10/2010-6/2010) was in error due to a Scrivener’s Error. We have corrected the time period to reflect the correct time period as 10/2010-6/2011.
Located at page 26
Research and Development, page 29
Response to Comment 3
We have disclosed that our research and development expenses were $112,149 from our inception on December 7, 2009 to December 31, 2010.
Related Party Promissory Notes, page 40
Response to Comment 4
We have filed the promissory notes as Exhibits 10.14-10.25. We have described the material terms of each of the promissory notes and the related party note holders.
Located at page 12, 34, 40
Executive Compensation
Response to Comment 5
We have conformed the table to the requirements of Regulation S-K 402(n)(2)(iii)
Located at page 47
Financial Statements, page F-1
Response to Comment 6
We have updated our financial statements as required by Regulation S-K along with the auditor’s consent.
Should you have any questions regarding the foregoing, please contact our legal counsel, Frederick M. Lehrer at (561) 706-7646.
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| Sincerely yours, |
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| /s/ Dan Valladao |
| Dan Valladao |
| Chief Executive Officer |
