November 6, 2018

Brent Willson
President and Chief Executive Officer
NeoVolta Inc.
7660-H Fay Avenue #359
La Jolla, CA 92037

       Re: NeoVolta Inc.
           Draft Offering Statement on Form 1-A
           Submitted October 10, 2018
           CIK No. 0001748137

Dear Mr. Willson:

       We have reviewed your draft 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 providing the requested information
and either submitting
an amended draft offering statement or publicly filing your offering statement
on
EDGAR. Please refer to Rule 252(d) regarding the public filing requirements for
non-public
submissions, amendments and correspondence. 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 your amended draft offering statement or
filed offering
statement and the information you provide in response to these comments, we may
have
additional comments.

Draft Offering Statement on Form 1-A Submitted October 10, 2018

Offering Circular Cover Page, page i

1.     Please revise to provide the disclosure required by Part II(a)(5) of
Form 1-A. Also,
       reconcile your references to "an unlimited number of" accredited and
non-accredited
       investors with the limitations discussed in that part and the Web site
addresses disclosed
       on pages 2, 25 and 38.
 Brent Willson
FirstNameInc.
NeoVolta LastNameBrent Willson
Comapany 6, 2018
November NameNeoVolta Inc.
November 6, 2018 Page 2
Page 2
FirstName LastName
Potential tariffs or a global trade war . . ., page 7

2.       We note your disclosure that none of your "raw materials are included
in the latest list of
         products subject to tariffs." Please tell us whether any of your other
imported inputs, such
         as your product's "main components" as disclosed on page 1 and
"continued supply of
         battery cells" disclosed on page 6, are subject to tariffs. If so,
please revise your risk
         factor disclosure accordingly. Also, please revise in an appropriate
section, such as the
         disclosure beginning on page 17, to clarify the nature of your
arrangements with your
         suppliers. In this regard, we note that much of your disclosures
regarding suppliers
         indicates you currently have arrangements in place; however, you also
disclose that you
         have not yet begun to manufacture your products.
NeoVolta NV14, page 14

3.       We note your disclosure on page 18 regarding a phone application that
will be used with
         your product. Please clarify whether this functionality is currently
integrated into your
         product, and, if not, at what stage in the development of the
application you are and what
         remains to make it function as disclosed.
Overview, page 17

4.       Please tell us the basis for your belief that your your product will
use "safer battery
         technology" at "a more competitive price point." Please also clarify
your statement
         regarding your "low overhead" in the second paragraph on page 18 given
your disclosure
         about your current stage of development and your lack of a
manufacturing history.
         Further, we note your disclosure on the top of page 7 regarding
long-term leases and
         power purchase agreements. Please reconcile this disclosure with
disclosure throughout
         your offering circular indicating you are a manufacturer as opposed to
an energy
         provider.
5.       Please expand to clarify the development of your business since
formation. For example,
         given the dates your executive officers began working for you, clarify
who formed the
         company and hired these executives and the source of the technology
you intend to
         incorporate into your product.
6.       Please revise to clarify how your product functions. For example, will
a purchaser be
         limited to using only the amount of electricity capable of being
stored at which point your
         product will need to be recharged? In this regard, we note the
disclosure on page 21 about
         your competition appears limited to those currently selling in the ESS
market. Please also
         revise to address competitors who sell other products that supply
power, such as
         generators, and how those products compare to your intended product.
As one example,
         does your product have a continuous uninterrupted supply of power,
such that it can
         recharge while also supplying power?
 Brent Willson
NeoVolta Inc.
November 6, 2018
Page 3
Governmental Regulation, page 22

7.    Please revise your disclosure to clarify the regulatory approvals you
disclose you may
      pursue, including what processes you would need to undertake and the
costs and timeline
      of such processes. If sales of your product depend on obtaining required
regulatory
      approvals, ensure your disclosure explains those prerequisites. We note,
for example, the
      "required certifications" referenced in your disclosure. We also note the
federal tax rebate
      you mention. Please revise to clarify who receives the benefit and how
you determined
      that all energy storage systems qualify for such a rebate. Your
disclosure should clearly
      explain the program and address the applicability to your business.
Certain Relationships and Related Transactions, page 30

8.    Please reconcile your disclosure in the last paragraph here and on page
23 regarding when
      you will have an audit committee. Also clarify your disclosure on page 32
regarding
      conversion of notes. For example, clarify how the conversion will be
"automatic" given
      the percentage limitations you mention.
Rule 144, page 35

9.    Please clarify the applicability of Rule 144 to future sales of your
shares given Rule
      144(c). In this regard, we note the penultimate paragraph on page 38.
Please file the 2018
      Stock Plan disclosed on page 27 and the lock-up agreement disclosed on
page 35, and
      clarify your disclosure here regarding the number of shares held by the
"certain
      stockholders" who have agreed to the lock up.
       You may contact Eric Atallah at 202-551-3663 or Lynn Dicker, Senior
Accountant, at
202-551-3616 if you have questions regarding comments on the financial
statements and related
matters. Please contact Caleb French at 202-551-6947 or Geoff Kruczek, Senior
Attorney, at
202-551-3641 with any other questions.



                                                            Sincerely,
FirstName LastNameBrent Willson
                                                            Division of
Corporation Finance
Comapany NameNeoVolta Inc.
                                                            Office of
Electronics and Machinery
November 6, 2018 Page 3
cc:       Cavas S. Pavri, Esq.
FirstName LastName