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SEC Comment Letter for LIQTECH INTERNATIONAL INC (LIQT) (CIK 0001307579) (LIQT) — Sep 15, 2009

LIQTECH INTERNATIONAL INC (LIQT) (CIK 0001307579)
Date: Sept. 15, 2009 · CIK: 0001307579 · Accession: 0000000000-09-051348

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File numbers found in text: 000-53769

Date
September 15, 2009
Author
Not clearly detected
Form
UPLOAD
Company
LIQTECH INTERNATIONAL INC (LIQT) (CIK 0001307579)

Letter

Division of Corporation Finance UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Mail Stop 4561 September 15, 2009 Jason D. Davis President and Chief Executive Officer Blue Moose Media, Inc. 3113 St. Christopher Ct. Antioch, CA 94509

Re: Blue Moose Media, Inc. Form 10-12G Filed August 19, 2009 File No. 000-53769

Dear Mr. Davis:

We have reviewed your filing and have the following comments. Where indicated, we think you should re vise 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 deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments. Please understand that the purpose of our re view 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.

Item 1. Business, page 2

1. You state that your company was formed for the purpose of providing videos, DVD, CD-ROM and DVD-ROM production and design service, and that you originally focused on products to stor e and organize information related to residential homes and wedding and event videos. You further state that the company subsequently became inactive. Please revise so as to more clearly

Jason D. Davis Blue Moose Media, Inc. September 15, 2009 Page 2 describe the business of your company during the past three years. Such discussion should also describe the circ umstances that led your company to become inactive. Discuss the material terms of the August 12, 2009 transaction with Mr. Krommenhoek that resulted in a change of control. See Item 101(h) of Regulation S-K. File any agreement rela ting to the change of control as an exhibit.

Item 1A. Risk Factors, page 3

General

2. Certain subcaptions in your ri sk factors section fail to ad equately describe the risk to investors that is presented by th e conditions or uncertainties you have identified. As examples, we note the following subcaptions:

• “The company has had very limited operating history and no revenues or earnings from operations”, on page 3; • “Our proposed business plan is speculative in nature”, on page 3; and • “Our management has limited time to devote to our business”, on page 3.

Please revise your risk factors section so th at each subcaption adequately describes the risk to investors. See It em 503(c) of Regulation S-K.

3. Similarly, please revise so that each risk factor following a subcaption adequately describes the risks to investors. As an example, we note the risk factor under the subcaption “The company has had ve ry limited operating history and no revenues…” on page 3. In addition to provi ding a detailed discussion of the risk, each risk factor should describe how such ri sk could potentially affect investors. See Item 503(c) of Regulation S-K.

“The Company has had very limited operating history and no revenues or earnings from operations”, page 3

4. As a related matter, you state in the risk factor under this subcaption that you will “in all likelihood sustain operating expenses wit hout corresponding revenues, at least until the consummation of a business combination.” Please revise to take into account the expenses you will incu r should you become a public reporting company.

Jason D. Davis Blue Moose Media, Inc. September 15, 2009 Page 3 Item 2. Financial Information, page 4

5. Please revise to provide the disclosure required by Item 303 of Regulation S-K. In your liquidity and capital resources di scussion, please state whether you will be able to meet your anticipated capital need s for the next twelve months. Such discussion should include a reasonably de tailed description of any anticipated material capital expenditures, which should be quantified when possible. Please be sure to take into account the costs that you will incu r as the result of becoming a public reporting company. See Item 2 of Form 10. For further guidance, see Section III.B of SEC Release No. 33-6835, available on our website at http://www.sec.gov/rule s/interp/33-6835.htm . Item 4. Security Ownership of Certain Be neficial Owners and Management, page 5

6. Please provide the mailing address for Mr. Adam Krommenhoek. See Item 403(a) of Regulation S-K.

7. As a related matter, please clarify, if tr ue, that the benefici al ownership amounts listed in the table include any securities that may be acquired by a beneficial owner within 60 days. See Items 403(a) and (b) of Regulation S-K. See also Exchange Act Rule 13d-3(d)(1)(i). Item 5. Directors and Executive Officers, page 5

8. Please revise to clearly identify all offi ces of your company currently held by Mr. Davis and any period(s) during which he ha s served in such capacities. See Item 401(a) of Regulation S-K. Further, pl ease confirm that he does not hold any directorships or offices with other companies.

Item 6. Executive Compensation, page 6

9. Please provide the information specified in Item 402(n)(2) of Regulation S-K concerning your sole executive officer for th e last completed fiscal year in the tabular format specified by Item 402(n)(1) of Regulation S-K.

Item 7. Certain Relationships a nd Related Transactions, page 7

10. Please revise to provide the information required by Item 404(c) of Regulation S-K. See Item 404(d)(2) of Regulation S-K.

Jason D. Davis Blue Moose Media, Inc. September 15, 2009 Page 4 Item 10. Recent Sales of Unregistered Securities, page 8

11. You state under “Holders” on page 7 that your issued and outstanding shares of common stock “were issued in accordance w ith the exemptions from registration afforded by Sections 3(b) and 4(2) of the Securities Act of 1933 and Rule 506 and Rule 147 promulgated thereunder.” Please tell us why you have not provided the information required by Item 701 of Regula tion S-K as it pertains to sales of unregistered shares of your common stock made in reliance on these exemptions. In your revised discussion, be advised that Section 3(b) is an enabling provision pursuant to which the Commission adopted such exemptive rules as Rule 701 and Rule 505. Please be sure to include a de scription of the fact s relied upon to make these exemptions available. Item 15. Financial Statements and Exhibits

Statements of Operations, page F-5

12. Please amend the Form 10 to include statements of operations for the three months ended June 30, 2009 and the corres ponding period of the preceding fiscal year. Your presentation should comply with Instruction 1 to Rule 8-03 of Regulation S-X.

* * * * *

As appropriate, please amend your filing and respond to these comments. Please be advised that your Form 10 will become effective by operation of law pursuant to Section 12(g) of the Exchange Act 60 days af ter filing, and, if it becomes effective in its present form, we would be re quired to consider what reco mmendation, if any, we should make to the Commission.. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comment s and provides any requested information. Detailed cover letters greatly facilitate our review. Please understa nd that we may have additional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Jason D. Davis Blue Moose Media, Inc. September 15, 2009 Page 5 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 advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. You may contact Jennifer Fugario, Sta ff Accountant, at (202) 551-3482 or Joyce Sweeney, Staff Accountant, at (202) 551-3449 if you have any questions regarding comments on the financial statements and re lated matters. Please direct any other questions to Ryan Houseal, Attorney-Advisor, at (202) 551-3105 or, in his absence, to me at (202) 551-3735. Sincerely,

Barbara C. Jacobs Assistant Director cc: Via Facsimile (435) 688-7318

Cletha Walstrand, Esq.

Show Raw Text
Division of Corporation
Finance UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Mail Stop 4561
         September 15, 2009  Jason D. Davis President and Chief Executive Officer Blue Moose Media, Inc. 3113 St. Christopher Ct. Antioch, CA 94509

Re: Blue Moose Media, Inc.
 Form 10-12G
Filed August 19, 2009
 File No. 000-53769

Dear Mr. Davis:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view 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.

Item 1. Business, page 2

1. You state that your company was formed  for the purpose of providing videos,
DVD, CD-ROM and DVD-ROM production and design service, and that you
originally focused on products to stor e and organize information related to
residential homes and wedding and event videos.  You further state that the
company subsequently became inactive.  Please revise so as to more clearly

Jason D. Davis
Blue Moose Media, Inc.
September 15, 2009 Page 2
describe the business of your company during the past three years.  Such
discussion should also describe the circ umstances that led your company to
become inactive.  Discuss the material  terms of the August 12, 2009 transaction
with Mr. Krommenhoek that resulted in a change of control. See Item 101(h) of
Regulation S-K. File any agreement rela ting to the change of control as an
exhibit.

Item 1A. Risk Factors, page 3

General

2. Certain subcaptions in your ri sk factors section fail to ad equately describe the risk
to investors that is presented by th e conditions or uncertainties you have
identified.  As examples, we  note the following subcaptions:

• “The company has had very limited operating history and no revenues or
earnings from operations”, on page 3;
• “Our proposed business plan  is speculative in nature”, on page 3; and
• “Our management has limited time to devote to our business”, on page 3.

Please revise your risk factors section so th at each subcaption adequately describes the
risk to investors.  See It em 503(c) of Regulation S-K.

3. Similarly, please revise so that each risk factor following a subcaption adequately
describes the risks to investors.  As an example, we note the risk factor under the
subcaption “The company has had ve ry limited operating history and no
revenues…” on page 3.  In addition to provi ding a detailed discussion of the risk,
each risk factor should describe how such ri sk could potentially affect investors.
See Item 503(c) of Regulation S-K.

“The Company has had very limited operating history and no revenues or earnings from
operations”, page 3

4. As a related matter, you state in the risk factor under this subcaption that you will “in all likelihood
 sustain operating expenses wit hout corresponding revenues, at
least until the consummation of a business combination.”  Please revise to take
into account the expenses you will incu r should you become a public reporting
company.

Jason D. Davis
Blue Moose Media, Inc.
September 15, 2009 Page 3   Item 2. Financial Information, page 4

5. Please revise to provide the disclosure required by Item 303 of Regulation S-K.
In your liquidity and capital resources di scussion, please state whether you will be
able to meet your anticipated capital need s for the next twelve months.  Such
discussion should include a reasonably de tailed description of any anticipated
material capital expenditures, which should be quantified when possible.  Please
be sure to take into account  the costs that you will incu r as the result of becoming
a public reporting company.  See Item 2 of Form 10.  For further guidance, see
Section III.B of SEC Release No. 33-6835, available on our website at http://www.sec.gov/rule s/interp/33-6835.htm
.
 Item 4. Security Ownership of Certain Be neficial Owners and Management, page 5

6. Please provide the mailing address for Mr. Adam Krommenhoek.  See Item 403(a) of Regulation S-K.

7. As a related matter, please clarify, if tr ue, that the benefici al ownership amounts
listed in the table include any securities  that may be acquired by a beneficial
owner within 60 days.  See Items 403(a) and (b) of Regulation S-K.  See also
Exchange Act Rule 13d-3(d)(1)(i).
 Item 5. Directors and Executive Officers, page 5

8. Please revise to clearly identify all offi ces of your company currently held by Mr.
Davis and any period(s) during which he ha s served in such capacities.  See Item
401(a) of Regulation S-K. Further, pl ease confirm that he does not hold any
directorships or offices with other companies.

Item 6. Executive Compensation, page 6

9. Please provide the information specified  in Item 402(n)(2) of Regulation S-K
concerning your sole executive officer for th e last completed fiscal year in the
tabular format specified by Item  402(n)(1) of Regulation S-K.

Item 7. Certain Relationships a nd Related Transactions, page 7

10. Please revise to provide the information required by Item 404(c) of Regulation
S-K.  See Item 404(d)(2) of Regulation S-K.

Jason D. Davis
Blue Moose Media, Inc.
September 15, 2009 Page 4   Item 10. Recent Sales of Unregistered Securities, page 8

11. You state under “Holders” on page 7 that  your issued and outstanding shares of
common stock “were issued in accordance w ith the exemptions from registration
afforded by Sections 3(b) and 4(2) of the Securities Act of 1933 and Rule 506 and Rule 147 promulgated thereunder.”  Please tell us why you have not provided the
information required by Item 701 of Regula tion S-K as it pertains to sales of
unregistered shares of your common stock made in reliance on these exemptions.
In your revised discussion, be advised that  Section 3(b) is an  enabling provision
pursuant to which the Commission adopted such exemptive rules as Rule 701 and
Rule 505.  Please be sure to include a de scription of the fact s relied upon to make
these exemptions available.
 Item 15. Financial Statements and Exhibits

 Statements of Operations, page F-5

12. Please amend the Form 10 to include statements of operations for the three months ended June 30, 2009 and the corres ponding period of the preceding fiscal
year.  Your presentation should comply with Instruction 1 to Rule 8-03 of
Regulation S-X.

*     *     *     *     *

 As appropriate, please amend your filing and respond to these comments.  Please
be advised that your Form 10 will become effective by operation of law pursuant to
Section 12(g) of the Exchange Act 60 days af ter filing, and, if it becomes effective in its
present form, we would be re quired to consider what reco mmendation, if any, we should
make to the Commission..  You may wish to  provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter with your amendment
that keys your responses to our comment s and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Jason D. Davis
Blue Moose Media, Inc. September 15, 2009 Page 5    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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may contact Jennifer Fugario, Sta ff Accountant, at (202) 551-3482 or Joyce
Sweeney, Staff Accountant, at (202) 551-3449 if you have any questions regarding
comments on the financial statements and re lated matters.  Please direct any other
questions to Ryan Houseal, Attorney-Advisor, at (202) 551-3105 or, in his absence, to me
at (202) 551-3735.
Sincerely,

Barbara C. Jacobs Assistant Director
   cc: Via Facsimile (435) 688-7318

 Cletha Walstrand, Esq.