SEC Comment Letter for LIQTECH INTERNATIONAL INC (LIQT) (CIK 0001307579) (LIQT) — Sep 21, 2011
LIQTECH INTERNATIONAL INC (LIQT) (CIK 0001307579)
Date: Sept. 21, 2011 · CIK: 0001307579 · Accession: 0000000000-11-056293
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631
DIVISION OF
CORPORATION FINANCE
September 21, 2011
Via U.S. Mail
Mr. Lasse Andreassen Chief Executive Officer Blue Moose Media, Inc. Grusbakken 12
DK-2820
Gentofte, Denmark
Re: Blue Moose Media, Inc.
Current Report on Form 8-K Filed August 25, 2011 File No. 0-53769
Dear Mr. Andreassen:
We have reviewed your filing and have the comments below. In some of our comments,
we may ask you to provide us information so that we may better understand your disclosure.
Please respond to this letter within 10 business days by providing the requested
information, or by advising us when you will provide the requested response. If you do not believe that our comments apply to your facts and circumstances , please tell us why in your
response.
After reviewing the information you provide in response to these comments, we may
have additional comments. General
1. The EDGAR system reflects August 25, 2011 as “D ate of report (Dat e of earliest event
reported).” Please revise.
Forward- Looking Statements, page iii
2. Since Blue Moose Media, Inc. or Blue M oose is a penny stock issuer, Blue Moose is
ineligible to rely on the safe harbor provision of the Private Litigation Reform Act of 1995 for forward looking statements. See
Section 27A(b)(1)(C) of the Securities Act and
Section 21E(b)(1)(C) of the Exchange Act, a nd replace the words “may not be available”
Mr. Lasse Andreassen
Blue Moose Media, Inc. September 21, 2011 Page 2
with the words “are not available” in the second paragraph’s last sentence.
3. Please clarify the reference to the Securities Merger Act of 1934 here and to the Merger
Act under “Section 16(a) Beneficial Owner ship Reporting Compliance” on page 21.
Summary, page 1
4. Please tell us how you are accounting for the wa rrants you reference in the first and third
paragraphs of your summary. Please reference the appropriate authoritative guidance in
your response.
Description of Business, page 2
5. Please disclose the specific factual basis for and the context of all Blue Moose’s beliefs,
estimates, and opinions in this section. This pertains partic ularly to disclosure of all
projections, statistics, and asse rtions. Note that Blue Moos e must have a reasonable basis
for all projections, statistics, and assertions . If not, Blue Moose should remove them
from the filing. If Blue Moose relies on a th ird party source for the information, please
disclose whether the source is available public ly, represents the most recently available
data, and remains reliable. To expedite ou r review, please provide us copies of each
source, marked clearly to highlight the portion or section that contains this information,
and cross reference it to the appropr iate location in the Form 8-K.
6. Please disclose the distribution methods of Blue Moose’s products. See Item
101(h)(4)(ii) of Regulation S-K.
7. Please disclose competitive business conditions and Blue Moose’s competitive position
in the industry and methods of competition. See Item 101(h)(4)(iv) of Regulation S-K.
8. Please state the duration or term of a ny patent held by Blue Moose. See Item
101(h)(4)(vii) of Regulation S-K. Further, provide us the serial number assigned to any
pending patent application by the United States Patent and Trademar k Office so that we
may access the information online.
Our Company, page 2
9. The disclosure indicating that U.S. operations are located in Minneapolis, Minnesota is
inconsistent with disclosure under “Propert ies” on page 16 that U.S. operations are
located in White Bear Lake, Minnesota. Please reconcile the disclosures.
Mr. Lasse Andreassen
Blue Moose Media, Inc. September 21, 2011 Page 3
Our Operations, page 2
10. We note your disclosure that you have thre e principal areas of business as follows:
manufacture and sale of diesel particulate filters for the control of soot exhaust particles
from diesel engines; manufacture and sale of ceramic membranes for the filtration of water and manufacture and sale of kiln furn iture to support ceramics during the firing
process. Please tell us what considerati on you have given to the guidance found in ASC
Topic 280.
Manufacturing, page 4
11. Please disclose whether you have entered into an agreement with any supplier, and, if so,
tell us what consideration you have given to filing any agreement with a supplier as an
exhibit to the Form 8-K. See Item 601(b)(10) of Regulation S-K.
12. If applicable, pleas e identify any princi pal supplier. See Item 101(h)(4)(v) of Regulation
S-K. We note the risk factor disclosure on page 5 that ther e is a limited su pply of silicon
carbide available to Blue Moose.
Sales, page 4
13. Please disclose the amount of revenues attrib utable to each major customer during the
past two fiscal years. We note the disclosu re in note 13 to the financial statements on
page F-19.
14. Please disclose whether you have entered into an agreement with any major customer,
and, if so, tell us what consid eration you have given to filin g any agreement with a major
customer as an exhibit to the Form 8-K. See Item 601(b)(10) of Regulation S-K.
Research and Development, page 4
15. Please disclose the amount spent during each of the last two fiscal years on research and
development activities, and, if a pplicable, the extent to which the cost of the activities is
borne directly by customers. See Item 101(h)(4)(x) of Regulation S-K.
16. Please disclose the amount of funds provided by governmental entities or others during
each of the last two fiscal years for projects of Blue Moose. We note the disclosure on
page 3 that Blue Moose received a $2 milli on grant from The Danish National Advanced
Technology Foundation to develop a SiC-base d membrane that can perform reverse
Mr. Lasse Andreassen
Blue Moose Media, Inc. September 21, 2011 Page 4
osmosis.
Risk Factors, page 4
17. It appears that some of Blue Moose’s assets and some of its directors and officers may be
located outside of the United States. Advise us what consideration Blue Moose has given
to risk factor disclosure of effecting serv ice of process within the United States or
elsewhere against the company or these indi viduals and of bringing an original action
against the company or these individuals within the United States or elsewhere.
Officers and directors may have c onflicts of interests…, page 4
18. Please disclose the amount of time that dir ectors and officers dedi cate to the company
and its business.
We have agreed to indemnification of officers and directors…, page 5; Insufficient funds to
develop our business, page 5; We face compe tition and technological advances by competitors,
page 5; There is a limited trading market for our Common Stock, page 8; The market price and
trading volume of our Common St ock may be volatile, page 8
19. Please revise the caption or heading of each risk factor to state briefly the risk’s
consequences or effects.
We rely on sub-contractors to meet current demand for our products…, page 6
20. We note the disclosure that Blue Moose doe s not have sufficient manufacturing capacity
to meet the current demand for its products a nd relies on a single subcontractor to enable
it to meet this demand. Please disclose whether Blue Moose has entered into an
agreement with the single subcontractor, and, if so, advise us what consideration Blue
Moose has given to filing the agreement as an exhibit to the Form 8-K. See Item
601(b)(10) of Regulation S-K.
We will incur significant costs as a result of operating as a public company…, page 8
21. Please disclose the known or estimated costs that Blue Moose will incur as a result of
operating as a public company.
Mr. Lasse Andreassen
Blue Moose Media, Inc. September 21, 2011 Page 5
Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
10
Results of Operations, page 10
June 30, 2011 Compared to June 30, 2010, page 12
22. We note your reference to EBITDA, a non-GAA P financial measure, here and on page
12. Please revise your filing to include all of the required disclosu res under Item 10 of
Regulation S-K, or remove this measure from your filing.
23. Your disclosure quantifies the changes in re venues and expenses, but does not explain the
reasons for these changes. Please revise your filing to provide a more comprehensive
discussion of the factors which led to cha nges in your operations. This comment also
applies to your discussion of Dece mber 31, 2010 compared to December 31, 2009.
Liquidity and Capital Resources, page 13
24. We note your disclosures related to your lines of credit. Please supplementally tell us
whether these facilities require you to comply with certain co venants. If you are required
to comply with covenants please revise your filing to clearly disclose whether you were
in compliance at the end of the reporting period. Please be advised, if it is or becomes
reasonably likely that you may not comply with any of your de bt covenants, please revise
future filings to disclose the required ratios /amounts as well as the actual ratios/amounts
as of each reporting date. See Sections I.D a nd IV.C of the SEC Interpretive Release No.
33-8350.
25. Please tell us what consideration Blue Moose has given to filing the standby line of credit
agreements as exhibits to the Form 8-K. See Item 601(b)(10) of Regulation S-K.
Cash Flows, page 13
26. Your discussions of changes in cash flow s provided by operating activities appear to
merely repeat information found on your balanc e sheets. Please provide a more enhanced
discussion related to the reasons for changes in your balance sheet captions, specifically
current assets and current liabilities.\
Mr. Lasse Andreassen
Blue Moose Media, Inc. September 21, 2011 Page 6
Significant Accounting Policies, page 14
27. Please revise your disclosures to supplement, not duplicate, the description of accounting
policies that are disclosed in th e notes to your financial statem ents. Your disclosure here
should provide greater insight into the quality an d variability of information regarding
your financial condition and operating performa nce. For example, you should discuss tax
planning strategies you employ which are f actored into your de termination of the
recoverability of tax losses a nd the judgment utilized in determining your allowance for
doubtful accounts. Please note these are suggesti ons and this is not intended to be an
exhaustive list. Please refer to the SEC’s Interpretation: commission Guidance Regarding Management’s Discussion and Analys is of Financial Condition and Results of
Operations [Release Nos. 33-8350, 34-48960, FR-72]
Properties, page 16
28. Please tell us what consideration Blue Moose has given to filing the lease agreements for
its corporate headquarters and production faci lity in Denmark and for its United States
operations in Minnesota as exhibits to the Form 8-K. See Item 601(b)(10) of Regulation
S-K.
Directors and Executive Officers and Key Employees, page 18
29. Describe briefly the business experience of Mr. Aldo Petersen during the past five years.
See Item 5.02(c)(2) of Form 8-K and Item 401(e)(1) of Regulation S-K.
30. For each director or person nominated or chosen to become a director, discuss briefly the
specific experience, qualifications, attributes, or skills that led to the conclusion that the person should serve as a director at the time th at the disclosure is made in light of the
company’s business and structure. See
Item 401(e)(1) of Regulation S-K.
Agreements with Named Executive Officers, page 20
31. Please file any compensatory plan, contract , or arrangement with any named executive
officer as an exhibit to the Form 8-K. See Item 610(b)(10) of Regul ation S-K. We note
the disclosure that Blue Moose has empl oyment agreements with Messrs. Lasse
Andreassen and Donald S. Debelak.
Description of Securities, page 23
32. We note the “qualified in its entirety” language relating to applicable provisions of
Mr. Lasse Andreassen
Blue Moose Media, Inc. September 21, 2011 Page 7
Nevada Law. Please not that you may not qualify information in the Form 8-K by
reference to information outside the Form 8-K unless incorporation by reference or a
summary of a document filed as an exhibit is required by the form. Further, ensure that
statements in the form about documents such as the certificate of incorporation and
bylaws filed as exhibits to the form include all material provisions of the documents.
Listing, page 24
33. Revise the disclosure, includi ng the caption or heading, to indicate that Blue Moose’s
common stock is quoted rather than listed on the OTC Bulletin Board. As appropriate,
revise the disclosure elsewhere in the Form 8-K.
Consolidated Statements of Operations and Comprehensive Income, page F-4
34. Please revise your statement of operations to comply with the guidance found under ASC
Topic 810-10-55-4J. In this regard, the amount of consolidated net income and the net
income attributable to the parent and th e noncontrolling interest should be presented
separately on the face of the statement. Please note this comment applies to all
statements of operations presented in your filing.
Consolidated Statement of Cash Flows, page F-7
35. To the extent that your presentation of net in come changes on the face of your statement
of operations, please revise your statement of cash flow accordingly. Refer to ASC Topic
230-10-45. Please note this comment applies to all of the statements of cash flows
included in this filing.
Supplemental Disclosure of Non-Cash Inve sting and Financing Activities, page F-8
36. Please tell us how you accounted for the issuance of shares to acquire an additional 15%
of CoMeTas AS. Include in your discussion how you determined the value of shares issued.
Note 1 – Summary of Significant Accounting Policies – Accounts Receivable, page F-9
37. Please revise your filing to include a roll forward of your allowance for doubtful
accounts.
Mr. Lasse Andreassen
Blue Moose Media, Inc. September 21, 2011 Page 8
Note 2 – Related Party Transactions, page F-12
38. We note that you have recorded an $80,000 loan to a minority shareholder in equity.
Please provide to us the details of this loan and explain how you determined that
recording such a loan as equity is appr opriate under current accounting guidance.
Note 10 – Income Taxes, page F-15
39. Please revise your filing to disclose the amount and expiration dates of your operating
loss carryforwards. Refer to ASC Topic 740-10-50-3.
40. We note your disclosure that management es timates that the comp any will generate
adequate net profits to use the deferred ta x assets; consequently, a valuation allowance
has not been recorded. Please further enhance your disclosure, if a ppropriate, to confirm
that you comply with the requirements set forth in ASC Topic 740-10-30-5e in
determining your valuation allowance.
41. Please disclose the rate at which you determin ed the computed tax at expected statutory
rates.
Blue Moose Media, Inc., Liqtech USA, Inc., Consolidated Liqtech A/S and subsidiaries, page F-
40
42. Please revise your first paragra ph to disclose the actual date the transaction took place.
43. Please explain why you have included balance sh eet information for Liqtech USA at July
31, 2011 and income statement information for the period from inception, May 9, 2011 to July 31, 2011 rather than using a June 30, 2011 date.
Exhibits
44. Please submit an interactive data file consistent with the requirements of Item
601(b)(101)(i)(C) of Regulation S-K.
Exhibit 2.1
45. Please refile Exhibit 2.1 with a list brie fly identifying the contents of all omitted
schedules. See Item 601(b)(2) of Regulation S-K.
Mr. Lasse Andreassen
Blue Moose Media, Inc. September 21, 201