SEC Comment Letter for Envirotech Vehicles, Inc. (EVTV) (CIK 0001563568) (AZIO) — Feb 23, 2017
Envirotech Vehicles, Inc. (EVTV) (CIK 0001563568)
Date: Feb. 23, 2017 · CIK: 0001563568 · Accession: 0000000000-17-006214
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3561 February 23, 2017 James L. Reynolds President and Chief Executive Officer Adomani, Inc. 620 Newport Center Drive, Suite 100 Newport Beach, CA 92660
Re: Adomani, Inc. Amendment No. 2 to Offering Statement on Form 1 -A Filed February 13, 2017 File No. 024 -10656
Dear Mr. Reynolds:
We have reviewed your amended 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 amending your offering statement and providing the requested information. 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 your response.
After reviewing any amendment to your offeri ng statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our January 26, 2017 letter.
Executive and Director Compensation, p age 82
1. We note your disclosure on page F -14 that your CEO received stock based compensation of $499,000 in fiscal year 2016. Please revise this section to include all officer and director compensation. Refer to Item 11 of Form 1 -A.
Report of Independent Registered Public Accounting Firm, page F -2
2. We note the second paragraph of the report refers to the audit being conducted in accordance with the standards of Public Company Accounting Oversight Board (United
James L. Reynolds Adomani, Inc. February 23 , 2017 Page 2
States) and with auditing standards generally accepted in the United States of America. Please be advised that your auditor’s report must contain clear statements as to scope of the audit. In this regard, the report shou ld contain a representation that the audit is conducted in accordance with either the standards of Public Accounting Oversight Board or auditing standards generally accepted in the United States of America but not both. Please revise your auditor’s report accordingly.
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 related 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
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Mail Stop 3561 February 23, 2017 James L. Reynolds President and Chief Executive Officer Adomani, Inc. 620 Newport Center Drive, Suite 100 Newport Beach, CA 92660 Re: Adomani, Inc. Amendment No. 2 to Offering Statement on Form 1 -A Filed February 13, 2017 File No. 024 -10656 Dear Mr. Reynolds: We have reviewed your amended 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 amending your offering statement and providing the requested information. 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 your response. After reviewing any amendment to your offeri ng statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our January 26, 2017 letter. Executive and Director Compensation, p age 82 1. We note your disclosure on page F -14 that your CEO received stock based compensation of $499,000 in fiscal year 2016. Please revise this section to include all officer and director compensation. Refer to Item 11 of Form 1 -A. Report of Independent Registered Public Accounting Firm, page F -2 2. We note the second paragraph of the report refers to the audit being conducted in accordance with the standards of Public Company Accounting Oversight Board (United James L. Reynolds Adomani, Inc. February 23 , 2017 Page 2 States) and with auditing standards generally accepted in the United States of America. Please be advised that your auditor’s report must contain clear statements as to scope of the audit. In this regard, the report shou ld contain a representation that the audit is conducted in accordance with either the standards of Public Accounting Oversight Board or auditing standards generally accepted in the United States of America but not both. Please revise your auditor’s report accordingly. 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 related 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 Transportation and Leisure cc: Curtis L. Mo, Esq. DLA Piper