SEC Comment Letter for Birchtech Corp. (BCHT) (CIK 0000728385) (BCHT) — Nov 30, 2011
Birchtech Corp. (BCHT) (CIK 0000728385)
Date: Nov. 30, 2011 · CIK: 0000728385 · Accession: 0000000000-11-068985
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File numbers found in text: 000-33067
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November 30, 2011 Via E-Mail Richard MacPherson President China Youth Media, Inc. n/k/a Midwest Energy Emissions Corp. 500 West Wilson Bridge Road, Suite 140 Worthington, Ohio 43085 Re: China Youth Media, Inc. n/k/a Midwest Energy Emissions Corp. Amendment no. 2 to Form 8-K Filed October 5, 2011 File No. 000-33067 Dear Mr. MacPherson: We have reviewed your response letter da ted November 18, 2011 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 within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments. 1. It continues to be unclear from your re sponse to prior comment 1 and materials you provided how you determined that your assets an d operations were not nominal at least as of March 31, 2011. In this re gard, we note the following: It appears from the materials you provide d, the agreement with Latitude 20 and response regarding seeking new lines of business that the assets you held were unrelated to the activities you were conduc ting. Therefore, it is unclear how you concluded that those assets were “titular” and “in name only”; Given that many of the materials you provi ded are not in English, it is unclear what operational activities they are intende d to signify. Pleas e provide us with English language copies of those material s. In addition, a si gnificant portion of the materials appear to relate to the m onths before you entered the agreement with Richard MacPherson China Youth Media, Inc. n/k/a Midwest Energy Emissions Corp. November 30, 2011 Page 2 Latitude 20. Given this, it is unclear how they relate to whether you were a shell company as of the date of that agreement; It is unclear from the materials referen ced in paragraphs 4 and 5 of your response what operational activities were con ducted after March 31, 2011, aside from merely paying salary, rent and insurance a nd why those activities are not nominal. In this regard, it appears from such materials that those payments and other payments in April 2011 were funded entire ly with the amounts related to your agreement with Latitude 20, and minimal pa yments were made after that time. We also note the disclosures in Exhi bit 99.3 regarding the extent of your operations. The payments made appear to include payments to Sabas Cabrillo, who appears to have been a shareholder of Midwest at that time, as indicated by Annex B to Midwest’s disclosure schedule. It also appears to involve payments to other professionals involve d in the transaction with Midwest. In this regard, please reconcile the $20,000 audit payment with the amount disclosed in your annual report on Form 10-K. We note that the term sheet related to the transaction is dated May 6, 2011. Please tell us when negotiations related to the transaction commenced. Include in your response how and when Easter n Sky and/or Latitude 20 “provided introductions,” “facilitated negotiations” a nd “introduced various professionals.” Exhibit 2.1 2. We note your response to prior comment 3; how ever, it appears you ha ve not provided all attachments to the merger agreement. For example, we note the CHYU Disclosure Statement mentioned in Section 11.11 of this ag reement. It also appears you have not yet filed or provided the agreement with Latitude 20. Therefore, we reissue prior comment 3. In addition, please tell us where you have filed each of the “material contracts” listed in Annex B of Midwest’ s Disclosure Schedule. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provi de a written statement from the company acknowledging that: the company is responsible for the adequacy an d accuracy of the disclo sure in the filing; Richard MacPherson China Youth Media, Inc. n/k/a Midwest Energy Emissions Corp. November 30, 2011 Page 3 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission 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 federa l securities laws of the United States. You may contact Leigh Ann Schultz at (202) 551-3628 or Brian Cascio at (202) 551- 3676 if you have questions regarding comments on th e financial statements and related matters. Please contact Allicia Lam at (202) 551-3314 or Geoffrey Kruczek at (202) 551-3641 with any other questions. Sincerely, /s/Geoffrey Kruczek for Amanda Ravitz Assistant Director cc (by e-mail): Brian A. Lebrecht, Esq. – The Lebrecht Group, APLC