SEC – ‘UPLOAD’ from 9/20/21 re: Elektros, Inc. – ‘TEXT-EXTRACT’

On:  Monday, 9/20/21, at 3:30pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-21-11390

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Comment or Other Letter from the SEC   —   Delayed-Release

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     29K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         2±     9K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

September 20, 2021  

Shlomo Bleier                                                     
President                                                         
Elektros, Inc.                                                    
1626 South 17th Avenue                                            
Hollywood, Florida 33020                                          

                                                  Re: Elektros, Inc.
                                                          Amendment No. 2 to
Offering Statement on Form 1-A                                                  
                                                           Filed September 15,
2021                                                                            
                                                          File No. 024-11500

Dear Mr. Bleier:                                                  

       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 offering 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
August 5, 2021 letter.                                                          

Amendment No. 2 to Offering Statement on Form 1-A                 

General                                                           

1.                                                   We note your response
to comment 2 that you have omitted confidential information from                
                                                    the contract. Please
file a request for confidential treatment of that information. Refer to         
                                                      CF Disclosure Guidance
Topic No. 7.                                                                    
Cover Page                                                        

 2.                                                   We re-issue comment 1.
As you note in your response, at the low end of $0.05 per                       
                                                  share, the Company
could sell 100,000,000 shares for a total of $5,000,000 and at the high         
                                                       end of $2.00 per share,
the Company could only sell 37,500,000 shares for a total of                    
                                                      $75,000,000. Since the
maximum number of shares that you will be able to sell under this               
Shlomo Bleier                                                                 
Elektros, Inc.                                                                  
September 20, 2021                                                              
Page 2                                                                          
   offering statement fluctuates with the price, you have provided a
range for the number of                                                         
     shares. The range that you are permitted to include in the offering
circular pertains to the                                                        
     price, not the volume, of securities to be offered, consistent with
Rule 253(b). Please                                                             
     revise to consistently state the maximum number of shares of common
stock you are                                                                   
       offering, rather than a range of shares. Similarly, you may limit the
price range such that                                                           
        in no event could the company qualify more shares than it is permitted
to sell under this                                                              
        offering statement consistent with Rule 251(a)(2). Please have counsel
revise its legality                                                             
opinion, as applicable.                                       
Management's Discussion and Analysis, page 5                                    

3.       We note your response to comment 3 and are unable to agree that you    
are not a shell                                                                 
     company because your operations at this stage appear to be nominal.
Please revise to re-                                                            
insert the disclosure that the company is a shell company.    
    You may contact Eiko Yaoita Pyles at 202-551-3587 or Andrew Blume at
202-551-3254                                                                    
if you have questions regarding comments on the financial statements and        
related                                                                         
matters. Please contact Erin Purnell at 202-551-3454 or Geoffrey Kruczek at     
202-551-3641 with                                                               
any other questions.                                                            

FirstName LastNameShlomo Bleier                                Sincerely,       
Comapany NameElektros, Inc.                                                     
                                                         Division of
Corporation Finance                                                             
September 20, 2021 Page 2                                      Office of        
Manufacturing                                                                   
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		9/20/21		UPLOAD
		9/15/21		1-A/A,  UPLOAD
		8/5/21		UPLOAD
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