SEC Comment Letter for HydroGen CORP (CIK 0001124394) — Sep 22, 2005
HydroGen CORP (CIK 0001124394)
Date: Sept. 22, 2005 · CIK: 0001124394 · Accession: 0000000000-05-049204
AI Filing Summary & Sentiment
Letter
Mail Stop 6010 September 9, 2005 VIA U.S. MAIL AND FACSIMILE (646) 495-5412 Mr. Scott Schecter Chief Financial Officer Hydrogen Corporation 1801 Route 51 South Jefferson Hills, PA 15025
Re: Hydrogen Corporation Form 10-KSB for the year ended March 31, 2005 Filed June 17, 2005 File No. 0-32065
Dear Mr. Schecter:
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. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may 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 overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-QSB for the quarterly period ended June 30, 2005
Financial Statements of Hydrogen, L.L.C. for the six months ended June 30, 2005
Note 4. Convertible Notes and Capital Structure
1. Tell us how you determined the value of the membership units issued with the $2 million convertible debt. Additionally, tell us how you determined whether there was a beneficial conversion feature embedded in the convertible debt. Refer to EITF 98-5 and ETIF 00- 27.
Note 5. Subsequent Events
2. We note that in order to encourage conversion of your convertible notes you reduced the conversion rate from $222,222 per membership unit to $125,000 per membership unit. Tell us how you will account for the modification to the conversion terms as an inducement for the debt holder to convert. Refer to SFAS 84.
As appropriate, please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter with your response that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed decision. 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 connection with responding to our comments, please provide, in writing, a 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 person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
You may contact Kristin Lochhead at (202) 551-3664 or me at (202) 551-3616 if you have questions. In this regard, please do not hesitate to contact Brian Cascio at (202) 551-3676 with any other questions.
Sincerely,
Lynn Dicker
Reviewing Accountant
Show Raw Text
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Mail Stop 6010
September 9, 2005
VIA U.S. MAIL AND FACSIMILE (646) 495-5412
Mr. Scott Schecter
Chief Financial Officer
Hydrogen Corporation
1801 Route 51 South
Jefferson Hills, PA 15025
Re: Hydrogen Corporation
Form 10-KSB for the year ended March 31, 2005
Filed June 17, 2005
File No. 0-32065
Dear Mr. Schecter:
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. Where indicated, we think you should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may 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 overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-QSB for the quarterly period ended June 30, 2005
Financial Statements of Hydrogen, L.L.C. for the six months ended
June 30, 2005
Note 4. Convertible Notes and Capital Structure
1. Tell us how you determined the value of the membership units
issued with the $2 million convertible debt. Additionally, tell
us
how you determined whether there was a beneficial conversion
feature
embedded in the convertible debt. Refer to EITF 98-5 and ETIF 00-
27.
Note 5. Subsequent Events
2. We note that in order to encourage conversion of your
convertible
notes you reduced the conversion rate from $222,222 per membership
unit to $125,000 per membership unit. Tell us how you will
account
for the modification to the conversion terms as an inducement for
the
debt holder to convert. Refer to SFAS 84.
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision. 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 connection with responding to our comments, please
provide,
in writing, a 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 person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Kristin Lochhead at (202) 551-3664 or me at
(202) 551-3616 if you have questions. In this regard, please do
not
hesitate to contact Brian Cascio at (202) 551-3676 with any other
questions.
Sincerely,
Lynn Dicker
Reviewing Accountant
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Mr. Schecter
Hydrogen Corporation
September 9, 2005
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