SEC Comment Letter for LIQTECH INTERNATIONAL INC (LIQT) (CIK 0001307579) (LIQT) — Nov 17, 2009
LIQTECH INTERNATIONAL INC (LIQT) (CIK 0001307579)
Date: Nov. 17, 2009 · CIK: 0001307579 · Accession: 0000000000-09-065083
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-53769
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Division of Corporation Finance Mail Stop 4561 November 17, 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. Amendment No. 2 to Registrati on Statement on Form 10-12G Filed October 28, 2009 File No. 000-53769 Form 10-Q for Quarterly Period Ended September 30, 2009 Filed November 12, 2009 File No. 000-53769
Dear Mr. Davis:
We have reviewed the above-referenced f ilings and have the following comments. 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. Pl ease 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 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.
Jason D. Davis Blue Moose Media, Inc. November 17, 2009 Page 2 Form 10-Q for Quarterly Period Ended September 30, 2009
Item 4T. Controls and Procedures, page 11
1. Please revise to disclose the conclusions of your principal executive and principal financial officers, or persons perfor ming similar functions, regarding the effectiveness of your disclosure controls and procedures (as defined in Rule 13a- 15(e) or Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by the report, based on the evalua tion of these controls and procedures required by paragraph (b) of Rule 13a-15(b) or Rule 15d-15 under the Exchange Act. See Item 307 of Regulation S-K. Item 6. Exhibits and Reports
Exhibit No. 31
2. We note that you filed your Principal Executive Officer and Principal Financial Officer certification under Item 601(b)( 31) of Regulation S-K. Please amend your filing and revise this certification to include the complete introductory language of paragraph 4 of Item 601(b)(31) of Regulation S-K. In this regard, we note your disclosure on page 11 that your Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13(a)-15(f)).
* * * * *
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provid e us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional 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. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
Jason D. Davis Blue Moose Media, Inc. November 17, 2009 Page 3 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. Please direct any 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.
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Division of Corporation Finance Mail Stop 4561 November 17, 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. Amendment No. 2 to Registrati on Statement on Form 10-12G Filed October 28, 2009 File No. 000-53769 Form 10-Q for Quarterly Period Ended September 30, 2009 Filed November 12, 2009 File No. 000-53769 Dear Mr. Davis: We have reviewed the above-referenced f ilings and have the following comments. 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. Pl ease 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 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. Jason D. Davis Blue Moose Media, Inc. November 17, 2009 Page 2 Form 10-Q for Quarterly Period Ended September 30, 2009 Item 4T. Controls and Procedures, page 11 1. Please revise to disclose the conclusions of your principal executive and principal financial officers, or persons perfor ming similar functions, regarding the effectiveness of your disclosure controls and procedures (as defined in Rule 13a- 15(e) or Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by the report, based on the evalua tion of these controls and procedures required by paragraph (b) of Rule 13a-15(b) or Rule 15d-15 under the Exchange Act. See Item 307 of Regulation S-K. Item 6. Exhibits and Reports Exhibit No. 31 2. We note that you filed your Principal Executive Officer and Principal Financial Officer certification under Item 601(b)( 31) of Regulation S-K. Please amend your filing and revise this certification to include the complete introductory language of paragraph 4 of Item 601(b)(31) of Regulation S-K. In this regard, we note your disclosure on page 11 that your Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13(a)-15(f)). * * * * * As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provid e us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional 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. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: Jason D. Davis Blue Moose Media, Inc. November 17, 2009 Page 3 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. Please direct any 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.