United States securities and exchange commission logo





                              August 3, 2022

       David Hsu
       Chief Executive Officer
       SolarMax Technology, Inc.
       3080 12th Street
       Riverside, California 92507

                                                        Re: SolarMax
Technology, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed July 19, 2022
                                                            File No. 333-266206

       Dear Mr. Hsu:

              We have reviewed your 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 amendment 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 references to prior comments are to comments in our June
9, 2022 letter.

       Registration Statement on Form S-1 filed July 19, 2022

       Permission required to obtain from Chinese authorities to operate and
issuer securities to foreign
       investors, page 9

   1.                                                   We reissue comment 3.
Please disclose in this section how you determined that you are
                                                        not required to obtain
any permissions or approvals from Chinese authorities to operate
                                                        your business and to
offer the securities being registered to foreign investors. We note the
                                                        supplemental response
that you are relying upon the opinion of counsel. Please identify
                                                        counsel in the
disclosure in this section and elsewhere and file their consent as an exhibit.
 David Hsu
FirstName  LastNameDavid
SolarMax Technology,  Inc. Hsu
Comapany
August     NameSolarMax Technology, Inc.
       3, 2022
August
Page 2 3, 2022 Page 2
FirstName LastName
Risk Factors, page 16

2.       Please expand upon your risk factor on page 38 discussing inflation
and supply chain
         issues to clearly discuss the extent to which your US operations have
been affected by
         inflation and supply chain issues to date. Please also revise to
update regarding inflation
         and supply chain issues to date in 2022.
Enforceability of Civil Liabilities, page 63

3.       Please revise the disclosure in this section and in the risk factor on
page 48 to discuss
         the cost and time constraints associated with enforcing liabilities
and judgments in China.
Use of Proceeds, page 63

4.       We reissue comment 4. We note your statement that you believe you can
pay your debt
         obligations from funds generated from operations. We note the going
concern and the
         negative cash flow from operations to date. Therefore it is unclear
how you believe you
         can pay your debt obligations from funds generated from operations. In
addition, we note
         the supplemental response states that in the event that you do not
have sufficient funds
         from operation to pay these obligations when due, a portion of the
proceeds may be used
         for such purposes. Please revise this section to clearly disclose that
the proceeds may be
         used for the payment of short term debt. Please clarify the amount
allocated to the
         repayment of debt and to the extent the proceeds may not be sufficient
to repay all the
         debt, please clearly disclose the amount allocated to each debt, for
instance the partnership
         loans. For each debt to be discharged, please set forth the interest
rate and maturity of
         such indebtedness. See Instruction 4 to Item 504 of Regulation S-K.
5.       We also note that the proceeds to be used for working capital purposes
may be used to pay
         executive compensation. Please disclose the amount that may be used to
pay executive
         compensation.
Dilution, page 65

6.       Please tell us and further expand your disclosures to describe how you
have arrived at the
         historical negative net tangible book value of $18.2 million and the
pro forma net tangible
         book value of $12.7 million as of March 31, 2022.
Management's Discussion and Analysis, page 66

7.       We note the disclosure on page 72 that your business is subject to
inflation and supply
         chain issues. Please expand your disclosure to clarify the impact
inflation and supply
         chain issues have had upon your business and identify the principal
factors contributing to
         the inflationary pressures and supply chain issues the company has
experienced. Please
         also specify whether these factors are known trends, events, and
uncertainties that have
         materially impacted your results of operations or capital resources
and quantify, to the
         extent possible, how your sales, profits, and/or liquidity have been
impacted. Identify
 David Hsu
FirstName  LastNameDavid
SolarMax Technology,  Inc. Hsu
Comapany
August     NameSolarMax Technology, Inc.
       3, 2022
August
Page 3 3, 2022 Page 3
FirstName LastName
         actions taken or planned, if any, to mitigate the impact of these
factors. Finally, please
         discuss whether these factors materially affect your outlook or
business goals.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Agreements with SPIC, page 69

8.       You indicate that you have approximately $4.2 million in receivables
from SPIC and
         project companies as of March 31, 2022 and December 31, 2021. We
further note you
         have not recognized any revenue from your China operations in the
three months ended
         March 31, 2022 and the Hehua project, the most recently completed
project in China, was
         100% complete by June 30, 2021 as previously disclosed. Please address
the following:
             Please tell us and revise your filing to disclose the material
terms of such receivable
             (e.g. maturity date, extensions granted).
             Please tell us the facts and circumstances that led the Company to
conclude that the
             balance was still considered collectible.
             To the extent the Company is aware of any negative trends that may
be impacting its
             ability to collect its SPIC receivables, please revise your filing
to disclose such trends
             in your MD&A. We remind you that your disclosures in your MD&A
should provide
             quantified material trends and known material uncertainties when
available so that
             investors can understand the business through the eyes of
management. See Item 303
             of Regulation S-K. See also Section 501 of the Financial Reporting
Codification.
Business, page 98

9.       We note your response to comment 7. Please revise the disclosure on
page 102 to clarify
         the contingent liability relating to the debt settlement agreement.
Notes to Consolidated Financial Statements
2. Basis of Presentation and Summary of Significant Accounting Policies
Contract Balances, page F-58

10.      We note your disclosure that contract assets primarily relate to the
Company   s rights to
         consideration for work completed but not billed at the reporting date,
primarily for the
         solar energy system sales in the United States and that the contract
assets are transferred to
         receivables when the rights become unconditional. We further note that
the Company
         carried approximately $5 million and $5.1 million in unbilled
receivables on completed
         contracts as of March 31, 2022 and December 31, 2021 respectively.
Please tell us and
         revise your filing to further explain the nature of such unbilled
receivables and tell us why
         such unbilled receivables are different from your contract assets.
Exhibits

11.      We note that the consent of Allbright Law Offices, filed as part of
Exhibit 5.2 only
         consents to being named in the Experts section. Please revise to
consent to the quotation
         or summarization elsewhere in the registration statement.
 David Hsu
SolarMax Technology, Inc.
August 3, 2022
Page 4
12.   Please revise the filing fee table filed as Exhibit 107 to include the
underwriter warrants,
      including the overallotment.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Ameen Hamady at 202-551-3891 or Jennifer Monick at
202-551-3295
if you have questions regarding comments on the financial statements and
related
matters. Please contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at
202-551-
3357with any other questions.



                                                             Sincerely,
FirstName LastNameDavid Hsu
                                                             Division of
Corporation Finance
Comapany NameSolarMax Technology, Inc.
                                                             Office of Real
Estate & Construction
August 3, 2022 Page 4
cc:       Asher Levitsky
FirstName LastName