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SEC Comment Letter for Ondas Holdings Inc. (ONDS) (CIK 0001646188) (ONDS) — Aug 19, 2016

Ondas Holdings Inc. (ONDS) (CIK 0001646188)
Date: Aug. 19, 2016 · CIK: 0001646188 · Accession: 0000000000-16-089290

AI Filing Summary & Sentiment

File numbers found in text: 333-205271

Date
Aug. 19, 2016
Author
/s/ John Dana Brown
Form
UPLOAD
Company
Ondas Holdings Inc. (ONDS) (CIK 0001646188)

Letter

Mail Stop 3561 August 18, 201 6 Zev Turetsky Chief Executive Officer Zev Ventures, Inc. 500C Grand St. Apartment 3G New York NY, 10002

Re: Zev Ventures, Inc. Amendment No. 8 to Registration Statement on Form S-1 Filed August 4 , 201 6 File No. 333-205271

Dear Mr. Turetsky :

We have reviewed your amended registration 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 registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amen dment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our refere nces to prior comments are to comments in our July 28 , 201 6 letter .

General

1. Please provide an updated auditor’s consent in your next amendment.

2. Please provide updated financial statements pursuant to Rule 8 -08 of Regulation S -X in your next amendment .

Zev Turetsky Zev Ventures, Inc. August 18, 2016 Page 2

Certain Relationships and Related Transactions, page 22

3. We note your response to our prior comment 1. Please disclose the amount of principal paid on the loan. Additionally d isclose why the company owes $45,503 when the amount loaned was only $26,303 . Based on the notes to your financial statements it appears the loan bears no interest.

You may contact Heather Clark at (202) 551 -3624 or Jean Yu at (202) 551 -3305 if you have questions regarding comments on the financial statements and relate d matters. Please contact Ryan Adams at (202) 551 -3191 or me at (202) 551 -3859 with any other questions.

Sincerely,
/s/ John Dana Brown

Show Raw Text
Mail Stop 3561
August  18, 201 6

Zev Turetsky
Chief Executive Officer
Zev Ventures, Inc.
500C Grand St.
Apartment 3G
New York NY, 10002

Re: Zev Ventures, Inc.
  Amendment No. 8 to Registration Statement on Form  S-1
Filed  August 4 , 201 6
  File No.  333-205271

Dear Mr. Turetsky :

We have reviewed your amended registration 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 registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amen dment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise, our refere nces to prior comments are to comments in our July 28 , 201 6 letter .

General

1. Please provide an updated auditor’s consent in your next amendment.

2. Please provide updated financial statements pursuant to Rule 8 -08 of Regulation S -X in
your next amendment .

Zev Turetsky
Zev Ventures, Inc.
August  18, 2016
Page 2

 Certain Relationships and Related Transactions, page 22

3. We note your response to our prior comment 1.   Please disclose the amount of principal
paid on the loan.  Additionally d isclose why the company owes $45,503 when the amount
loaned was  only $26,303 .  Based on the notes to your financial statements it appears the
loan bears no interest.

You may contact Heather Clark at (202) 551 -3624  or Jean Yu  at (202) 551 -3305  if you
have questions regarding comments on the financial statements and relate d matters.  Please
contact  Ryan Adams at (202) 551 -3191  or me at (202) 551 -3859 with any other questions.

Sincerely,

/s/ John Dana Brown

John Dana Brown
Attorney Advisor
Office of Transportation and Leisure

cc: William Eilers
 Eilers Law Group, P.A.