SecProbe.io

United States securities and exchange commission logo
October 17, 2023
David Shan
Chief Executive Officer
Massimo Group
3101 W Miller Road
Garland, TX 75041
Re:Massimo Group
Draft Registration Statement on Form S-1
Submitted September 21, 2023
CIK No. 0001952853
Dear David Shan:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1
Cover Page
1.Please revise the cover page to disclose that you are a controlled company.  Please
identify the controlling stockholder(s), and disclose the percentage of voting power to be
held by such stockholder following the transactions and if true, that this stockholder will
have the ability to determine all matters requiring approval by stockholders.
2.We note your disclosure that you obtained statistical, market and other industry data and
forecasts from publicly available information, and that you have not independently
verified the data.  This statement appears to imply a disclaimer of responsibility for the
information in this registration statement.  Please either revise this section to remove such
implication or state specifically that you are liable for all information in the registration
statement.

 FirstName LastNameDavid Shan
 Comapany NameMassimo Group
 October 17, 2023 Page 2
 FirstName LastName
David Shan
Massimo Group
October 17, 2023
Page 2
Prospectus Summary, page 1
3.When you discuss revenues for the fiscal years ended December 31, 2022 and December
31, 2021, please also disclose net income.
Summary of Significant Risks Affecting Our Company, page 6
4.Please revise to provide a series of concise, bulleted or numbered statements that is no
more than two pages summarizing the principal factors that make an investment in the
registrant or offering speculative or risky.  See Item 105(b) of Regulation S-K.
Risk Factors, page 13
5.Please provide risk factor disclosure regarding the exclusive forum provisions in your
articles of incorporation.
We currently maintain all our cash and cash equivalents with one financial institution..., page 14
6.Please reconcile your statement in the first sentence that you "currently maintain all [y]our
cash and cash equivalents with three financial institutions" (emphasis added) with
disclosure in other parts of the document that you maintain all your cash and cash
equivalents with one financial institution.
We rely on freights to ship the products that we purchase form our suppliers, page 18
7.We note your risk factor indicating that inflation could result in unanticipated overseas
freight fluctuation costs.  Please update this risk factor in future filings if recent
inflationary pressures have materially impacted your operations.  In this regard, identify
the types of inflationary pressures you are facing and how your business has been
affected.
Supply problems, termination or interruption of supply arrangements or increases, page 19
8.We note that you often rely on a sole supplier or a limited number of suppliers, mostly
based in China.  Please update this risk factor to disclose any disruptions you have
experienced due to such reliance.
The failure of our information technology systems or a security breach involving, page 23
9.Please update this risk factor to disclose if you have been subject to any material cyber
security incidents, and discuss any measures you have taken to mitigate these risks.
Business, page 52
10.We note your disclosure that you stand at the top of Tier 2 in the motor sports and
pontoon boat industries.  Please provide a basis for this assertion and revise your
disclosure to explain what Tier 2 means.

 FirstName LastNameDavid Shan
 Comapany NameMassimo Group
 October 17, 2023 Page 3
 FirstName LastName
David Shan
Massimo Group
October 17, 2023
Page 3
11.We note your disclosure that you have "been developing new product lines such as EV
chargers, IE Solar, and electric pontoon boats."  Please update your disclosure to provide
the current stage of development for these products.
Consolidated Balance Sheets, page F-3
12.We note your disclosure of 40,000,000 common shares with $0.001 par value issued and
outstanding as of December 31, 2022 and 2021 with no balances recorded for the common
shares on page F-3.  On page F-23, you disclose 40,000,000 common shares with no par
value were issued on June 1, 2023, and all share information included in the consolidated
financial statements have been retroactively adjusted for the reorganization as if such
reduced par value and common shares issuance occurred on the first day of the first period
presented.  Please clarify and disclose when the par value of common shares was reduced
from $0.001 to no par value and revise the disclosures throughout the filing to reflect the
change, if accurate, or revise the disclosures to reflect the $0.001 par value of 40,000,000
common shares issued and outstanding in the financial statements. Additionally, please
tell us why the equity section does not attribute any value (common share or APIC) to the
issuance of the 40,000,000 common shares.
Consolidated Statements of Operations and Comprehensive Income, page F-4
13.We note from your disclosure in Note 14 that prior to June 2023, you were considered an
S Corporation and were not subject to Federal income tax and Texas state tax.  However,
upon the conversion to a C Corp in June 2023, you became subject to US Federal income
tax.  Please revise your statement of operations for all period presented to include
disclosure of pro forma tax and earnings per share data.
General
14.Please update your disclosure in future filings to identify actions planned or taken, if any,
to mitigate inflationary pressures.
15.Please disclose whether and how your business segments, lines of service, projects, or
operations are materially impacted by supply chain disruptions.  For example, discuss
whether you have or expect to:
•Suspend the production, purchase, sale or maintenance of certain items;
•Experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials;
•Experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply; or
•Be unable to supply products at competitive prices or at all due to export restrictions
or sanctions.
Explain whether and how you have undertaken efforts to mitigate and where possible
quantify the impact to your business.

 FirstName LastNameDavid Shan
 Comapany NameMassimo Group
 October 17, 2023 Page 4
 FirstName LastName
David Shan
Massimo Group
October 17, 2023
Page 4
            Please contact Stephany Yang at 202-551-3167 or Claire Erlanger at 202-551-3301 if you
have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Anne Parker at 202-551-3611 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing