FILED AS CORRESPONDENCE ON EDGAR
February 28, 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. 8 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 24, 2011 comment letter:
Transactions with Related Persons ... page 39
Response to Comment 1
We have reconciled the matters referred to in Comment 1.
Located at page 34, 39, F-14, F-17, F-18
Related Party Promissory Notes, page 40
Response to Comment 2
We have reconciled the matters referred to in Comment 2.
Please note that we have included Douglas Nagel/Douglas Nagel Revocable Trust as a Related Party.
Located at pages 39, 40, F-20
Financial Statements, page F-1
Statements of Cash Flows for the period December 7, 2009 (Inception) to December 31, 2010.
Response to Comment 3
We have revised our presentation regarding the matters referred to in Comment 3.
Located at page F-4
Should you have any questions regarding the foregoing, please contact our legal counsel, Frederick M. Lehrer at (561) 706-7646.
| Sincerely yours, |
| /s/ Dan Valladao |
| Dan Valladao |
| Chief Executive Officer |
