United States securities and exchange commission logo





                             August 16, 2021

       David Chen
       President
       808 Renewable Energy Corporation
       850 Tidewater Shores Loop, Suite 402
       Bradenton, Florida 34208

                                                        Re: 808 Renewable
Energy Corporation
                                                            Registration
Statement on Form 10-12G
                                                            Filed July 20, 2021
                                                            File No. 000-56313

       Dear Mr. Chen:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

            After reviewing your response and any amendment you may file in
response to these
       comments, we may have additional comments.

       Registration Statement on Form 10-12G

       Item 1. Business
       Background, page 1

   1.                                                   We note your
disclosures under this heading and on F-6 indicating that SilverLight
                                                        Aviation, LLC ("SLA
LLC") has been in the business of manufacturing and selling
                                                        gyroplane kits
"throughout the United States" for ten years. You state that you are
                                                        manufacturing a two
seat gyrocopter, which you refer to as    AR-1    (American Ranger 1),
                                                        and are in the process
of designing a Side-by-Side four-seat VTOL (vertical take-off
                                                        & landing) model.

                                                        Please expand your
disclosures to clarify the extent of historical operations, assets and
                                                        facilities of SLA LLC,
including the number of gyroplane kits previously manufactured
                                                        and sold, the
composition of inventory, and the nature of any intangible assets acquired.
 David Chen
FirstName LastNameDavid  Chen
808 Renewable  Energy Corporation
Comapany
August 16, Name808
           2021     Renewable Energy Corporation
August
Page 2 16, 2021 Page 2
FirstName LastName

         Please also clarify the extent to which your facilities are being
utilized, describe your
         manufacturing capacity, and the timeline and milestones associated
with the VTOL, to
         include your current status within the timeline, estimated capital
expenditures, and any
         material uncertainties.
2.       Please expand your description of the Reverse-Trike Division to
describe (i) the inventory
         acquired in your recent acquisition, including the number of vehicles
and the nature of any
         work-in-process, and (ii) the basis for the estimated sale prices on
page 5, including all
         material assumptions and considering the absence of any historical
sales.

         Please also clarify whether your intended business is to purchase and
resell the vehicles,
         or to also manufacture the vehicles, and explain what you mean by the
term "Tesla model
         sales network" versus the "Franchise Dealer Network," including
details sufficient to
         understand the characteristics and features of the chosen model over
the alternative model,
         along with your rationale.

         Finally, explain the intended role of Silverlight Electric Vehicle
Inc., which you describe
         as the "sales arm" for the Trike Division, and provide an outline of
the economic
         arrangement and the reasons that your interest in the entity would be
51% while Remy
         Breton would have 49%.
Aviation Division, page 2

3.       Please provide us with supplemental support, or in the alternative
provide a citation, for
         your statement that you are "one of the only two" gyrocopter
manufacturers in the U.S.
Government Regulation, page 6

4.       Please expand your disclosure to describe the regulations that are
material to your
         business. In this regard, we note your disclosure here that as your
products can be used
         for private, commercial, public agency or military purposes, their
sale and operation are
         governed by regulations appropriate to each category. In addition, we
note your
         disclosure on page 7 that your business is subject, in part, to
regulatory procedures and
         administration enacted by and/or administered by the FAA. See Item
101(h)(4)(ix) of
         Regulation S-K.
Intellectual Property, page 6

5.       We note the disclosure that you do not have any copyrights,
trademarks, but you generally
         rely upon copyright, trademark and trade secret laws to protect and
maintain your
         proprietary rights for your technology and products. We further note
that on August 16,
         2021 you announced in a press release that you received the trademark
of ORCA from the
         United States Patent and Trademark Office. To the extent material,
please disclose the
         details of your intellectual property (e.g., patents, trademarks,
copyrights, etc.) and
         whether you have licenses to use any third-party created content.
 David Chen
FirstName LastNameDavid  Chen
808 Renewable  Energy Corporation
Comapany
August 16, Name808
           2021     Renewable Energy Corporation
August
Page 3 16, 2021 Page 3
FirstName LastName
Item 1A. Risk Factors
Risks Related to Our Business, page 7

6.       We note that you hold fifty-five percent (55%) of the membership
interest in SilverLight
         Aviation, LLC, and fifty-one percent (51%) of Silverlight Electric
Vehicle Inc., the two
         subsidiaries through which you operate your business. Please add risk
factor disclosure
         for any related risks that are material. For example, discuss any
material risks related to
         rights of the minority shareholders.
We may choose to raise additional capital. , page 9

7.       You disclose here that you expect your existing cash balances will be
sufficient to meet
         your working capital and capital expenditure needs for the next twelve
months. However,
         you disclose on page 10 that based on your average monthly expenses
and current burn
         rate, you estimate that your cash on hand will not sufficiently
support your operation for
         the next twelve months. In addition, you disclose on page 15 that to
continue operations
         for the next 12 months you will have a cash need of approximately
$500,000 and should
         you not be able to fulfill your cash needs through the increase of
revenue you will need to
         raise money through outside investors through convertible notes, debt
or similar
         instrument(s). Please revise to address this apparent discrepancy or
explain.
Impact of COVID-19 on Our Business, page 10

8.       We note your disclosure here that the COVID-19 pandemic is anticipated
to have a
         material adverse impact on your business, financial condition and
results of operations.
         Please revise your disclosure here or elsewhere as appropriate to more
thoroughly disclose
         any material effects of COVID-19 on your business, financial condition
and results of
         operations. We note your disclosure on page 15 that "the lack of sales
in 2020 was due to
         the pandemic and setting up your new facility at Gatewood Corporate
Center in
         Bradenton, Florida." Also discuss what management expects the
pandemic's future
         impact will be, how management is responding to evolving events, and
how it is planning
         for COVID-19- related uncertainties. For guidance, consider the
Division of Corporation
         Finance's Disclosure Guidance Topics Nos. 9 & 9A, available on our
website.
Item 2. Financial Information
Management's Discussion and Analysis
Plan of Operation, page 15

9.       We note your disclosure indicating that to continue operations for the
next 12 months, you
         will need cash of approximately $500,000. Please expand your
disclosure to explain how
         the funds will be used, while distinguishing between capital
expenditures and operating
         costs, and clarifying the extent to which this amount will further
operations of each
         division described on pages 2 through 5.

         Given that you indicate one source of funds would be the sale of
products and services
 David Chen
FirstName LastNameDavid  Chen
808 Renewable  Energy Corporation
Comapany
August 16, Name808
           2021     Renewable Energy Corporation
August
Page 4 16, 2021 Page 4
FirstName LastName
         and have reported sales of $39,183 for the quarter ended March 31,
2021, also describe
         these sales and your potential to make further sales over the course
of the coming year.
         For example, disclose the number of gyrocopters sold, the number of
gyrocopters in
         inventory, and the composition of any work-in-process. If any portion
of the revenue
         relates to services, describe the nature of services performed.
Item 6. Executive Compensation, page 26

10.      Please disclose the material terms of your employment arrangements
with your executive
         officers whether, written or unwritten. See Item 402(o)(1) of
Regulation S-K.
Item 8. Legal Proceedings, page 28

11.      We note that on November 16, 2016, the Securities and Exchange
Commission filed a
         complaint charging the Company, Patrick Carter, the founder and former
CEO of the
         Company, and others with violating federal antifraud laws and related
SEC rules. We also
         note the SEC seeks disgorgement of allegedly ill-gotten gains plus
prejudgment interest
         and penalties, permanent injunctive relief, and penny-stock bars
against the defendants, as
         well as officer and director bars against Carter and Kirkbride. Please
revise to disclose
         these charges pending against the Company and related proceedings. In
addition, please
         consider adding a risk factor addressing related risks.
Item 9. Market Price of and Dividends on the Registrants Common Equity and
Related
Stockholder Matters, page 28

12.      Please revise your filing to also provide a range of high and low bid
information for any
         subsequent interim period for which financial statements are included.
Refer to Item
         201(a)(1)(iii) of Regulation S-K.
Item 11. Description of Registrant's Securities to be Registered, page 29

13.      Please expand your disclosure to provide a brief description of the
rights of your preferred
         stock. See Item 202(a) of Regulation S-K.
Item 15. Financial Statements and Exhibits
(a) Financial Statements
Note 4 - Significant Acquisition, page F-10

14.      We understand from your disclosure that on March 15, 2021 you acquired
a fifty-five
         percent interest in SilverLight Aviation, LLC ("SLA LLC"), which you
describe as a
         company that is "...in the business of manufacturing and selling
gyroplane kits to the
         general public throughout the United States" on page 1, and as a
company that "has been
         in business for approximately ten years and specializes in the design,
manufacture and
         sale of gyroplane kits" on page F-6.

         Given that you report zero assets and no operations as of December 31,
2020, it appears
 David Chen
FirstName LastNameDavid  Chen
808 Renewable  Energy Corporation
Comapany
August 16, Name808
           2021     Renewable Energy Corporation
August
Page 5 16, 2021 Page 5
FirstName LastName
         that you would need to include the financial statements of SLA LLC in
your registration
         statement to comply with Item 13 of Form 10, and Article 8 of
Regulation S-X, also
         considering the definition of predecessor in Rule 12b-2 of Regulation
12B. These would
         ordinarily need to be audited for the two fiscal years ending prior to
your acquisition.

         If SLA LLC is properly identified as your predecessor, you would also
need to include
         financial statements for the subsequent interim period up to the date
of acquisition; and
         these would eventually need to be audited along with your 2021
results, when financial
         statements covering the fiscal year are filed.

         Please include the financial statements of SLA LLC in your
registration statement or
         explain to us why you believe the aforementioned guidance would not
apply to you and
         submit any underlying documentation in support of your view, including
your assessment
         of whether the entity constitutes a business.
15.      Please revise your disclosure to describe the composition of current
assets and the
         intangible assets acquired.
Note 6 - Stockholders    Equity
Subsequent Events, page F-13

16.      Please expand your disclosure of the May 3, 2021 acquisition from
Atelier de Motelage
         RB, Inc. to identify and describe the assets acquired.
General

17.      Please update the financial statements in your registration statement
to comply with Rule
         8-08 of Regulation S-X.
18.      Please note that your registration statement becomes effective
automatically 60 days after
         its initial filing. You will then be subject to the reporting
requirements of the Exchange
         Act of 1934, including the requirements to file Forms 10-K, 10-Q, and
8-K even if
         comments remain open on the Form 10. If you do not wish to become
subject to these
         reporting requirements before completion of our review, you may wish
to consider
         withdrawing the Form 10 before it becomes effective automatically and
submitting a new
         registration statement when you respond to our comments.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        You may contact Lily Dang, Staff Accountant, at 202-551-3867 or Karl
Hiller,
Accounting Branch Chief, at 202-551-3686 if you have questions regarding
comments on the
financial statements and related matters. Please contact Irene
Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at
202-551-3642 with
any other questions.
 David Chen
808 Renewable Energy Corporation
August 16, 2021
Page 6




                                                Sincerely,
FirstName LastNameDavid Chen
                                                Division of Corporation Finance
Comapany Name808 Renewable Energy Corporation
                                                Office of Energy &
Transportation
August 16, 2021 Page 6
cc:       Jeffrey M. Stein, Esq.
FirstName LastName