SecProbe.io

Mail Stop 3561
November 2, 2016

James L. Reynolds
President and Chief Executive Officer
ADOMANI , Inc.
620 Newport Center Drive, Suite  1100
Newport Beach, CA 92660

Re: ADOMANI , Inc.
Draft Offering Statement  on Form 1-A
Submitted  October 6, 2016
  CIK No. 0001563568

Dear Mr. Reynolds :

We have reviewed your draft offering statement 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 this letter by providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on EDGAR.
Please refer to R ule 252(d) regarding the public filing requirements for non -public submissions,
amendments and correspondence.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in yo ur
response.  After reviewing your amended draft offering statement or filed offering statement and
the information you provide in response to these comments, we may have additional comments.

Offering Circular cover page

1. Please clarify whether the releas e of funds from escrow is contingent on satisfaction of
NASDAQ listing conditions.  We note in this regard your disclosure in the second
paragraph on page 41.

2. You state that if you fail to meet NASDAQ minimum listing requirements you will see k
quotation o n the OTCQX.  T o the extent offering proceeds will not be released from
escrow until you satisfy NASDAQ listing conditions, please explain how the offering
will close if this contingency has not occurred  and how this scenario is consistent with
Exchange Ac t Rule 15c2 -4.

James L. Reynolds
 ADOMANI , Inc.
 November 2, 201 5
 Page 2

 Underwriting, page 41

3. We note your disclosure in this section relating to “underwriter warrants.”  Please clarify
whether these warrants  and common stock  issuable upon exercise will be restricted
securities because it does not appear that  you are seeking to qualify  warrants or common
stock issuable upon exercise of these warrants in this draft offering  statement .

Use of Proceeds, page 44

4. We also note your disclosure on page 75 that you “may repay [your] secured promissory
notes from the  Offering.”  Please revise this section to include this category of the use  of
proceeds  and disclose the interest rate and maturity date of the notes .

Plan of Operations, page 75

5. Please include a detailed plan of operations for the next twelve months.  In the discussion
of each of your planned activities, include specific information regarding each material
event or step required to pursue each of your planned activities, including  any
contingencies such as raising additional funds, and the timelines and associated costs
accompanying each proposed step in your business plan so that an investor can get a
clearer understanding.

6. Please discuss the reasonable basis for your projecte d revenue, gross profit, and net
income, including from operations in China.

Certain Relationships and Related Party Transactions, page 89

7. Please disclose the basis on which  Acaccia Family Trust  is a related person .

Part III

Index to Exhibits, page II-1

8. Please file the following agreements as exhibits to your offering statement or tell us why
you believe the respective agreement is not material to you:
 licensing agreement with Silicon Turbines Systems, Inc. on page F -14;
 contract with Redwood Group  International Limited on page F -15;
 contract with Monarch Bay Services, LLC on page F -15; and
 contract with TriplePoint, LLC on page F -16.

EX1A -11
9. Please revise your independent auditor’s consent to:
 provide the date of the Independent Registered Public  Accounting Firm’s consent;

James L. Reynolds
 ADOMANI , Inc.
 November 2, 201 5
 Page 3

  include the actual periods covered by the Independent Registered Public
Accounting Firm’s audit report.  Specifically, the periods should be corrected to
refer to December 31, 2015 and 2014, rather than December 31, 2016 and 2015 ;
and
 refer to the correct dates of the report and include all notes dated differently from
the original report date.  Specifically, we note the two note exceptions described
in the Independent Registered Public Accounting Firm’s report are as of
October  5, 2016; however, your current consent reflects only Note 5 and refers to
it as being dated September 16, 2016.  Please fix these inconsistencies.

You may contact Effie Simpson  at (202) 551 -3346  or Jean Yu, Assistant Chief
Accountant at (202) 551 -3305  if you  have questions regarding comments on the financial
statements and re lated matters.  Please contact Tonya K. Aldave  at (202) 551 -3601  or me at
(202) 551 -3217  with any other questions.

Sincerely,

 /s/ J. Nolan McWilliams

 J. Nolan McWilliams
 Attorney -Advisor
Office of Transpor tation and Leisure

cc:  Curtis L. Mo, Esq.
DLA Piper