Spencer G. Feldman
(212) 801-1221
October 30, 2006
VIA EDGAR AND FEDERAL EXPRESS
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Odyne Corporation
Current Report on Form 8-K
File No. 333-130768 (the “Form 8-K”)
Ladies and Gentlemen:
On behalf of Odyne Corporation, a Delaware corporation, we hereby submit in electronic format for filing with the U.S. Securities and Exchange Commission, one complete copy of Amendment No. 2 to Form 8-K on Form 8-K/A, File No. 333-130768 (the “Amendment”), including one complete copy of the exhibit listed in the Amendment as filed therewith.
The Amendment responds to the comments received from the staff of the SEC by letter, dated October 25, 2006, as discussed below.
To facilitate the staff’s review, the numbered paragraphs below correspond to the numbered paragraphs in the letter of the SEC’s comments. Unless otherwise provided herein, all capitalized terms used herein that are not otherwise defined herein have the meanings ascribed to them in the Amendment.
Comment No. 1:In response to the staff’s comment, the disclosure in Item 4.01 has been revised to reflect that the accountant’s report on the financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion nor was qualified or modified as to uncertainty, audit scope or accounting principles.
Comment No. 2:In response to the staff’s comment, the disclosure in Item 4.01 has been revised to reflect that there were no consultations with Odyne’s new accountant, Marcum & Kliegman LLP, during the two most recent fiscal years and the subsequent interim periods through October 17, 2006.
Securities and Exchange Commission
October 30, 2006
Page 2
Comment No. 3:In response to the staff’s comment, the disclosure in Item 4.01 has been revised to reflect that there have been no disagreements with Odyne’s former accountant, Most & Company, LLP, during the two most recent fiscal years and the interim period from the date of the last audited financial statements to October 17, 2006, the date of termination.
Comment No. 4:In response to the staff’s comment, an updated letter from Most & Company, LLP has been attached as Exhibit 16.1 to the Amendment.
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Should any member of the SEC’s staff have any questions concerning the enclosed materials or desire any further information or clarification in respect of the Amendment, please do not hesitate to contact me (212-801-9221).
Very truly yours,
/s/ Spencer G. Feldman
Spencer G. Feldman
Enclosures
cc:
Mr. Robert S. Littlepage
Accountant Branch Chief, Division of Corporation Finance
Ms. Kenya Wright Gumbs
Staff Accountant, Division of Corporation Finance
Mr. Roger M. Slotkin
Mr. Joshua A. Hauser
Marcum & Kliegman LLP