SEC Comment Letter for Birchtech Corp. (BCHT) (CIK 0000728385) (BCHT) — Mar 20, 2009
Birchtech Corp. (BCHT) (CIK 0000728385)
Date: March 20, 2009 · CIK: 0000728385 · Accession: 0000000000-09-014275
AI Filing Summary & Sentiment
Reasoning
Letter
RE: Digicorp, Inc./China Youth Media, Inc. Form 10-KSB for the fiscal year ended December 31, 2007 Filed April 16, 2008 and Forms 10-Q for the periods ended March 31, 2008 an d June 30, 2008 Filed May 19, 2 008 and August 19, 2008, respectively File No. 0-33067 Dear Mr.Rifkin: We have reviewed your filing and have the following comments. We have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents. We have asked you to provide us with supplemental information so we may better understand your disclosu re. Please be as detailed as necessary in your explanation. After reviewing this information, we may or may not raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing. We look forward to working with you in these re spects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Consolidated Interim Financial Statemen ts for the Quarter Ended June 30, 2008
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
DIVISION OF CORPORATION FINANCE
Mail Stop 3720
November 6, 2008
Via U.S. Mail and Fax
Jay Rifkin Chief Executive Officer Digicorp, Inc./China Youth Media, Inc. 4143 Glencoe Avenue, Unit B Marina Del Ray, CA 90292
Note 4. Intangible Assets, page 5 1. We note that the Company’s wholly owned s ubsidiary, YMHK, entered into a cooperation agreement with CYN, CYI and CY Ads da ted June 10, 2008. Please explain to us the following about the agreement:
Jay Rifkin Digicorp, Inc./China Youth Media, Inc. November 6, 2008 Page 2 of 3 i. What was the business and economic rationale for creating YMHK and YHMK WFOE in order to enter into a cooperation agreement with CYN, CYI and CY Ads in China; ii. What will the Campus Network consist of; iii. Who will provide what components in building out the Campus Network; iv. Who will own and operate the Campus Network; v. How will the Company, CYN, CYI and CY Ads share in the profits and losses generated by the Campus Network; vi. What are the terms, rights and obligations included in the commercial and technical services agreement; vii. How will you account for the commercial and technical services agreement; and viii. Tell us about the nature and terms of any other agreements among the Company, CYN, CYI and CY Ads.
* * * * Please respond to these comments through co rrespondence over EDGAR within 10 business days or tell us when you will provide us with a re sponse. Please furnish a letter that keys your responses to our comments and provides any reques ted information. Detail letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain th at they have provided all information investors require for an informed decision. Since the comp any and its management are in possession of all facts relating to a company’s disclosure, they ar e responsible for the accur acy and adequacy of the disclosures they have made.
In connection with responding to our comme nts, please provide, in writing, a statement from the company acknowledging that the company is responsible for the adequacy and accuracy of the disclo sure in the filings; staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Co mmission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised th at the Division of Enforcement has access to all information you provide to the staff of the Division of Corpor ation Finance in our review of your filing or in response to our comments on your filing.
Jay Rifkin Digicorp, Inc./China Youth Media, Inc. November 6, 2008 Page 3 of 3
You may contact Joe Cascarano, Staff Accountant, at (202) 551- 3376 or Ivette Leon, Assistant Chief Accountant, at (202) 551-3351 if you have questions regarding comments on the financial statements and related matters. Please contac t me at (202) 551-3815 with any other questions. S i n c e r e l y , L a r r y S p i r g e l A s s i s t a n t D i r e c t o r
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3720
November 6, 2008
Via U.S. Mail and Fax
Jay Rifkin Chief Executive Officer Digicorp, Inc./China Youth Media, Inc. 4143 Glencoe Avenue, Unit B Marina Del Ray, CA 90292
RE: Digicorp, Inc./China Youth Media, Inc.
Form 10-KSB for the fiscal year ended December 31, 2007
Filed April 16, 2008 and
Forms 10-Q for the periods ended March 31, 2008 an d June 30, 2008
Filed May 19, 2 008 and August 19, 2008, respectively
File No. 0-33067
Dear Mr.Rifkin:
We have reviewed your filing and have the following comments. We have limited our
review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents. We have asked you to provide us with supplemental information so we may better understand your disclosu re. Please be as detailed as necessary in
your explanation. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects. We welcome any questions you may have
about our comments or on any other aspect of our review. Feel free to call us at the telephone
numbers listed at the end of this letter. Consolidated Interim Financial Statemen ts for the Quarter Ended June 30, 2008
Note 4. Intangible Assets, page 5
1. We note that the Company’s wholly owned s ubsidiary, YMHK, entered into a cooperation
agreement with CYN, CYI and CY Ads da ted June 10, 2008. Please explain to us the
following about the agreement:
Jay Rifkin
Digicorp, Inc./China Youth Media, Inc.
November 6, 2008 Page 2 of 3
i. What was the business and economic rationale for creating YMHK and
YHMK WFOE in order to enter into a cooperation agreement with CYN,
CYI and CY Ads in China;
ii. What will the Campus Network consist of;
iii. Who will provide what components in building out the Campus Network;
iv. Who will own and operate the Campus Network;
v. How will the Company, CYN, CYI and CY Ads share in the profits and
losses generated by the Campus Network;
vi. What are the terms, rights and obligations included in the commercial and technical services agreement;
vii. How will you account for the commercial and technical services agreement; and
viii. Tell us about the nature and terms of any other agreements among the
Company, CYN, CYI and CY Ads.
* * * *
Please respond to these comments through co rrespondence over EDGAR within 10 business
days or tell us when you will provide us with a re sponse. Please furnish a letter that keys your
responses to our comments and provides any reques ted information. Detail letters greatly facilitate
our review. Please understand that we may have additional comments after reviewing your
responses to our comments. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in
the filings reviewed by the staff to be certain th at they have provided all information investors
require for an informed decision. Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they ar e responsible for the accur acy and adequacy of the
disclosures they have made.
In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that
the company is responsible for the adequacy and accuracy of the disclo sure in the filings;
staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Co mmission from taking any action with respect
to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.
In addition, please be advised th at the Division of Enforcement has access to all information
you provide to the staff of the Division of Corpor ation Finance in our review of your filing or in
response to our comments on your filing.
Jay Rifkin
Digicorp, Inc./China Youth Media, Inc. November 6, 2008 Page 3 of 3
You may contact Joe Cascarano, Staff Accountant, at (202) 551- 3376 or Ivette Leon, Assistant
Chief Accountant, at (202) 551-3351 if you have questions regarding comments on the financial
statements and related matters. Please contac t me at (202) 551-3815 with any other questions.
S i n c e r e l y , L a r r y S p i r g e l A s s i s t a n t D i r e c t o r