SEC Comment Letter for Birchtech Corp. (BCHT) (CIK 0000728385) (BCHT) — Dec 14, 2012
Birchtech Corp. (BCHT) (CIK 0000728385)
Date: Dec. 14, 2012 · CIK: 0000728385 · Accession: 0000000000-12-067606
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December 14, 2012
Via E -mail
Mr. John F. Norris, Jr.
Chief Executive Officer
Midwest Energy Emissions Corp.
500 West Wilson Bridge Road, Suite 140
Worthington, Ohio 43085
Re: Midwest Energy Emissions Corp.
Form 10-K for the Fiscal Year Ended December 31, 2011
Filed April 12, 2012
File No. 0-33067
Dear Mr. Norris :
We have reviewed your filing and have the following comment. 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. In some of our comments, we may ask you to
provide us with information so we may better unders tand your disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response. If you do not believe our comment appl ies 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 filing and the information you provide in
response to th is comment, we may have additional comments.
Form 10 -K for the Fiscal Year Ended December 31, 2011
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm, page 20
1. Please amend to include a report from your auditors that covers the consolidated
statements of operations, stockholders’ deficit, and cash flows for the period from
inception through December 31, 2011.
Mr. Johnny F. Norris, Jr.
Midwest Energy Emissions Corp.
December 14, 2012
Page 2
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing i ncludes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require . 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 ad equacy of the disclosures they have made.
In responding to our comment, please provide a written statement from the company
acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
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 perso n under the federal securities laws of the United States.
You may contact Gary Newberry, Staff Accountant, at (202) 551 -3761 or Kate Tillan ,
Assistant Chief Accountant, at (202) 551 -3604 if you have questions regarding th is comment. In
this regard, do not hesitate to contact me at (202) 551 -3671.
Sincerely,
/s/ Kate Tillan for
Martin James
Senior Assistant Chief Accountant