March 4, 2011
CORRESPONDENCE FILED VIA EDGAR
Mr. Russell Mancuso
Branch Chief
United States Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 3561
Washington, DC 20549
Attn: Aslynn Hogue
| Re: | GreenCell, Inc |
| Request for Acceleration of Registration Statement on Form S-1 |
| File No. 333-167147 |
Dear Mr. Mancuso:
In accordance with Rule 461 under the Securities Act of 1933, GreenCell, Inc., a Florida corporation (the “Company”), hereby requests acceleration of the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-167147) (the “Registration Statement”), which was filed with the Securities and Exchange Commission (the “Commission”) on February 28, 2011. The Company respectfully requests that the Registration Statement become effective by 5:00 PM, Thursday, March 10, 2011, Washington, D.C. time, or as soon as practicable thereafter.
The Company acknowledges the following:
| • | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert Staff Comments or the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please direct any questions or comments to our legal counsel, Frederick M. Lehrer of the Law Office of Frederick M. Lehrer, P.A. at (561) 706-7646
| Very truly yours, |
| /s/ Dan Valladao |
| Dan Valladao |
| Chief Executive Officer |