November 10, 2010

Via FACSIMILE
Securities and Exchange Commission
Mail Stop 4561
450 Fifth Street, N.W.
Washington, D.C. 20549

Attention: Courtney Haseley, Esq.

RE:  MLIGHT TECH, INC.
     AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-1
     FILED October 7, 2010
     FILE NO. 333-169805

Ms. Haseley:

         This letter responds to comments of the Staff (the "Staff") of the
Securities and Exchange Commission (the "Commission") contained in the letter
from the Staff to mLight Tech, Inc. (the "Company") dated November 3, 2010
regarding the above-referenced Registration Statement on Form S-1 (as amended)
(the "Registration Statement").

         For your convenience, we have included each of the Staff's comments
before each of the Company's responses. References in this letter to "we," "our"
or "us" mean the Company as the context may require.

STAFF COMMENT 1:

Please revise your disclosure as appropriate to convey to investors with clarity
the status of your business development - what has been accomplished, what
remains to be accomplished for you to develop a product and generate revenues,
and any material obstacles or uncertainties that may preclude completion of
product development and ultimate achievement of the company's business plan. We
would expect such disclosure to begin with a candid and brief statement that you
lack any developed products and that references to proposed products or services
be described in those terms (e.g. eliminate assertions that he company "will"
develop certain products with certain capabilities). Ensure that you disclosure
convey consistently throughout your document the status of your business
activities. This comment also applies to your Business section.

RESPONSE:

We concur with the Staff and have updated the Registration Statement to reflect
the status of our business development. Specifically, we included what has been
accomplished, what remains to be accomplished to develop a product and generate
revenues, and any material obstacles or uncertainties to achieve the company's
business plan.

STAFF COMMENT 2:

We note that proceeds from this offering are intended to be used solely to
complete the company's business plan and that the company expects to commence a
second public offering shortly following completion of this offering in order to
raise additional capital to fund product development. Please revise your
disclosure in this section to ensure that this plan is clearly conveyed to
investor and remove any language suggesting that the completion of a second
public offering is certain.

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RESPONSE:

We concur with the Staff and have updated the risk disclosures to clarify this
offering is to complete the business plan and that no secondary public offering
is certain.

STAFF COMMENT 3:

It appears as though the company will only be subject to the periodic reporting
obligations imposed by Section 15(d) of the Securities Exchange Act of 1934.
Yet, you have not alerted investors to the fact that the company will not be a
fully reporting company, or explained the consequences of its future reporting
status as a Section 15(d) filer. In your next amendment, please include a risk
factor alerting investors to the limited nature of the company's required
reporting obligations and how those responsibilities vary from other duties
imposed on fully reporting entities.

RESPONSE:

We concur with the Staff and have added a risk disclosure to the filing status
of the Company. The Company will be a volunteering filer under the 15(d)
reporting requirements and file all SEC related documents.

STAFF COMMENT 4:

We note your disclosure on the cover page indicating the possibility that
offering proceeds may not be sufficient to cover offering expenses. Please
enhance this risk factor to alert investors to the fact that the offering
proceeds, if any, may not be sufficient to fund planned operations and may not
even cover the costs of the offering, such that post-offering the company may be
in worse financial condition than it was prior to commencement of the offering.
Also, you disclose in your Management's Discussion that you plan to conduct
another equity offering following completion of the current offering in order to
raise sufficient proceeds for the company to operate its business. Please
address the risks related to this offering, such as the fact that you may not
commence the offering and, if you do, the proceeds may be insufficient to fund
your planned operations.

RESPONSE:

We concur with the Staff and have updated the risk factor to alert the investors
that the offering may be insufficient to fund operations.

STAFF COMMENT 5:

You indicate that Mr. Sanders spends approximately thirty to thirty-five hours
per week on your operations. You also disclose in Note 4 to your financial
statements that Mr. Sanders is involved in other business activities and that he
may face a conflict in selecting between the company and other business
interests. Please address Mr. Sanders' potential conflict of interest in this
risk factor.

RESPONSE:

We concur with the Staff and have updated the risk factor to disclose the
potential conflict of interest with Mr. Sanders.

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STAFF COMMENT 6:

Your disclosure does not indicate with any specificity the principal purposes
for which the net proceeds are intended to be used and the approximately amount
intended to be used for each identified use. We note a more detailed discussion
in the Management's Discussion and Analysis regarding the actions management
intends to take following the offering. Please revise your Use of Proceeds
disclosure to include the level of detail required by Item 504 of Regulation
S-K. Additionally, although your disclosure notes that the table on page 12
presents intended uses of proceeds based on varying offering proceeds, be
advised that the table itself does not actually provide that information. In
your next amendment, please ensure that your disclosure specifically addresses
the relative priority of your planned use of proceeds, given the uncertainty as
to whether you will complete the maximum offering. You should provide investors
with information regarding how the proposed use of proceeds will vary and the
nature of the expenditures you will be able to finance as the number of shares
sold in the offering varies. Refer to Instructions 1 and 3 to Item 504 of
Regulation S-K.

RESPONSE:

We concur with the Staff and have added the specific planned use of proceeds,
amount/cost with each business plan task, and the priority of each task should
less than the full offering be sold.

STAFF COMMENT 7:

It appears that you have not properly rounded up your book value per share
amounts as disclosed on page 14. Please revise your disclosures accordingly, or
provide us with your calculations that support the amounts shown.

RESPONSE:

We concur with the Staff and have updated the book share amounts. In addition,
we included our calculation worksheet.

STAFF COMMENT 8:

We note your reference to Gartner in this section and your references to IDC on
page 22. Please supplementally provide us with support for the statements
attributed to these third parties. Also, supplementally tell us whether the
sources of the data is publicly available without costs or at a nominal expense.
If the industry data you cite is not publicly available or available for a
nominal fee, you must provide consents from the authors for use of the data in
the prospectus or directly assume responsibly for the information and remove
specific references to the sources of the data. Refer to Rule 436 under the
Securities Act of 1933.

RESPONSE:

We concur with the Staff and have supplementally added the industry article on
Gartner and removed the IDC reference. All information is publically available
at no charge.

STAFF COMMENT 9:

We state that the company's products will "displace" other established network
management products of the market leaders such as Intel, Microsoft and Novell.
Please revise your disclosure to provide a basis for the foregoing assertion or
delete such language.

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RESPONSE:

We concur with the Staff and have removed the language.

STAFF COMMENT 10:

You state that the company plans to launch its first product, but do not
indicate the proposed timing for the launch. Please revise your disclosure to
provide a materially complete discussion of where the company is in its product
development life cycle.

Ensure that you identify and discuss the time frames for implementing the
business plan, consistent with the company's disclosure in Management's
Discussion and Analysis, and any material obstacles or uncertainties that may
preclude you from achieving anticipated results.

RESPONSE:

We concur with the Staff and have modified the disclosure to clearly state where
the company is in its product lifecycle. In addition, we added the timeframes to
implement our business plan and the uncertainties with expected results.

STAFF COMMENT 11:

The diagram on page 20 suggests a product development timeline that is not
discussed or explained elsewhere in the registration statement. Please revise
your disclosure to provide a materially complete discussion of the meaning of
such diagram, or remove it. To the extent you anticipate developing mLight
Professional with varying stages of functionality over the course of the next
three years, please ensure that your discussion in Product Overview clearly
conveys the company's expectation regarding this product, and provide
corresponding disclosure in the Management' Discussion and Analysis.

RESPONSE:

We concur with the Staff and have removed the diagram. In addition, we added the
disclosure of the product development which will be done in stages. This
disclosure was added to the Management Discussion section too.

STAFF COMMENT 12:

Please advise what consideration you gave to discussing the company's lack of
product development, lack of revenues and inadequate capital in evaluating its
competitive positioning.

RESPONSE:

We concur with the Staff and have updated the competitive position to reflect
our consideration on our product development, revenues, and capital.

STAFF COMMENT 13:

Please discuss the milestones you intend to achieve over the next twelve months
if you sell only 25% of the securities being offered.

RESPONSE:

We concur with the Staff and have updated the Plan of Operation to include
milestones to achieve should the company only sell 25% of the offering.

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STAFF COMMENT 14:

You disclose in a risk factor on page 7 that you will create a proof-of-concept
that you can use to attract customers. Please clarify in this section when you
intend to complete your proof-of-concept and when you believe you will begin to
use it to generate revenue from customers.

RESPONSE:

We concur with the Staff and have updated the Plan of Operations section to
include the proof-of-concept and when we expect to attract customers in order to
start generating revenues.

STAFF COMMENT 15:

Revise the filing to disclose the date though which subsequent events have been
evaluated and state whether that date is the date the financial statements were
issued or the date the financial statements were available for issuance pursuant
to ASC 855-10-50-1.

RESPONSE:

We concur with the Staff and we added to the registration statement a disclosure
statement "Subsequent events have been evaluated through the date of the audit
report."

         We trust that you will find the foregoing responsive to the comments of
the Staff Comments. Please direct any comments or questions regarding this
letter or the Registration Statement to the undersigned at 415-259-0725.

Sincerely,

/s/ Edward Sanders

Edward Sanders
Chief Executive Officer

Enclosure

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