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SEC Comment Letter for Blink Charging Co. (BLNK) (CIK 0001429764) (BLNK) — Sep 20, 2010

Blink Charging Co. (BLNK) (CIK 0001429764)
Date: Sept. 20, 2010 · CIK: 0001429764 · Accession: 0000000000-10-054892

Financial Reporting Regulatory Compliance Business Model Clarity

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Reasoning

File numbers found in text: 333-149784

Date
September 20, 2010
Author
/s/ Larry Spirgel
Form
UPLOAD
Company
Blink Charging Co. (BLNK) (CIK 0001429764)

Letter

September 20, 2010 Via U.S. Mail and Facsimile to 305-521-0201 Michael D. Farkas Chief Executive Officer Car Charging Group, Inc. 1691 Michigan Avenue, Suite 425 Miami Beach, FL 33139 Re: Car Charging Group, Inc. Form 10-K for the fiscal ye ar ended Decem ber 31, 2009 Filed April 15, 2010 Form 10-Q for the quarterly period ended June 30, 2010 Filed August 23, 2010 File No. 333-149784

Dear Mr. Farkas: We have reviewed your filings and have the following comments. Except where indicated, please confirm that you will comply with our comments in future filings. Please respond to this letter within te n business days by providing the requested information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.

After reviewing the information you provide in response to these comments, we may have additional comments.

Form 10-K for the fiscal year ended December 31, 2009

Item 1. Description of Business, page 1

1. We note your risk factor at the bottom of page 6 regarding your “plan to rely on a combination of copyright, trade secret, trademark laws and non-disclosure and other contractual provisions to pr otect your proprietary right s.” Please supplement your disclosure to provide more information on your intellectual property. Refer to Item 101(h)(4)(vii) of Regulation S-K. 2. We note you have filed a Form 8-K on March 1, 2010 that discloses an electric vehicle charger agreement with The Plaza at O ceanside Pompano Beach and states the performance of this agreement depends on a permitting process. We also refer to the interview between your CEO, Michael Fark as, and SmallCapVoice.com on August 24,

Michael D. Farkas Car Charging Group, Inc. September 20, 2010 Page 2

2010 where your CEO discussed how de-regulation of the electricity market in certain states such as California coul d affect your company. Therefore, please also supplement your disclosure to discuss how government appr oval and regulations affect your business. Refer to Items 101(h)(4)(viii) and (ix) of Regulation S-K. Current Issues and Future Management Expectations, page 19

3. Please explain how you intend to resolve your obligations under Item s 407(d)(4) and (5) of Regulation S-K. Code of Ethics, page 19

4. Please refer to Item 406(a) of Regulation S-K and explain why you have not adopted a code of ethics. Item 12. Security Ownership of Certain Beneficial Owners and Management, page 21

5. Please disclose the address of the beneficial owners. Certain Relationships and Re lated Transactions, page 22

6. We note that you have two potentially inconsiste nt disclosures under th is heading. Please provide the correct disclosure.

Form 10-Q filed on August 23, 2010 Item 1. Financial Statements

Notes to Consolidated Financial Statments, page F-5

Note 6. Stockholders’ Deficit, page F-15

7. According to information provided on the company’s website, the market value of the company’s shares on February 19, 2010 was $1.05. Please revise your financial statements to record share based paymen ts at fair value or advise us.

Item 2. Management’s Discussion and Analysis, page 1

8. In his interview with SmallCapVoice.com on August 24, 2010, Michae l Farkas discussed how China’s push to develop electric vehicl es and the impending release of electric vehicles in the 2011 and 2012 model year could impact your industry and company. Please discuss these, and a ny other important, trends.

Michael D. Farkas Car Charging Group, Inc. September 20, 2010 Page 3

9. We note that your charging stations are supplied by Coulomb Technologies. Please discuss the material terms of your agreement with this company and file this agreement as an exhibit. 10. We note you have entered into agreements to install charging devices at three locations. For instance, we note you have entered into an agreement with Airport Parking, LLC d/b/a Park Bark and Fly. Please disclose the locations and discuss the material elements of these agreements and file these agreements as exhibits.

11. We note you have initiated the development of di stribution capabilities in Europe. Please elaborate on your initiatives and describe their status. Liquidity and Capital Resources, page 2

12. We note your auditor doubts your ability to co ntinue as a going concern. Please discuss these doubts, and the effect that it may have on your ability to raise much needed capital. 13. Please state that you have no external cred it facilities from an unrelated party. 14. Please state the costs of being a public repo rting company and how you intend to pay for these costs.

15. You believe that “additional funding will be ne cessary … to continue as a going concern” and “additional capital or debt must be incu rred to develop the Company’s business.” Please disclose how much you will need to opera te for the next twelve months and from where you will obtain these funds.

Exhibits

16. As discussed in the comments above, we note you have filed Form 8-Ks regarding material agreements such as the Form 8-Ks filed on April 30, 2010 and July 2, 2010. Also, Note 9 to your Form 10-K filed on April 15, 2010 discloses an office lease, a consulting agreement, and public relations ag reements. However you have not filed these agreements. Please file all of your material agreements with your next quarterly report. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. 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 responding to our comments, please provi de a written statement from the company acknowledging that: • The company is responsible for the adequacy and accuracy of the disclo sure in the filing;

Michael D. Farkas Car Charging Group, Inc. September 20, 2010 Page 4

• 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 federa l securities laws of the United States.

You may contact Kenya Gumbs, Staff Accountant, at 202-551-3373 or Bob Littlepage, Accountant Branch Chief, at 202-551-3361 if you have questions regarding comments on the financial statements and related matters. You may contact Ajay Koduri, Staff Attorney, at 202- 551-3310 or me at 202-551-3810 wi th any other questions.

Sincerely,
/s/ Larry Spirgel
Larry Spirgel Assistant Director

Show Raw Text
September 20, 2010

Via U.S. Mail and Facsimile to 305-521-0201

Michael D. Farkas Chief Executive Officer Car Charging Group, Inc. 1691 Michigan Avenue, Suite 425 Miami Beach, FL  33139
 Re: Car Charging Group, Inc.
Form 10-K for the fiscal ye ar ended Decem ber 31, 2009
  Filed April 15, 2010
  Form 10-Q for the quarterly period ended June 30, 2010
  Filed August 23, 2010
  File No. 333-149784

Dear Mr. Farkas:
 We have reviewed your filings and have the following comments.  Except where
indicated, please confirm that you will comply with our comments in future filings.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10-K for the fiscal year ended December 31, 2009

Item 1. Description of Business, page 1

1. We note your risk factor at the bottom of page 6 regarding your “plan to rely on a
combination of copyright, trade secret, trademark laws and non-disclosure and other contractual provisions to pr otect your proprietary right s.”  Please supplement your
disclosure to provide more information on your intellectual property.  Refer to Item
101(h)(4)(vii) of Regulation S-K.
 2. We note you have filed a Form 8-K on March 1, 2010 that discloses an electric vehicle
charger agreement with The Plaza at O ceanside Pompano Beach and states the
performance of this agreement depends on a permitting process.  We also refer to the interview between your CEO, Michael Fark as, and SmallCapVoice.com on August 24,

Michael D. Farkas
Car Charging Group, Inc.  September 20, 2010
Page 2

2010 where your CEO discussed how de-regulation  of the electricity market in certain
states such as California coul d affect your company.  Therefore, please also supplement
your disclosure to discuss how government appr oval and regulations affect your business.
Refer to Items 101(h)(4)(viii) and (ix) of Regulation S-K.
  Current Issues and Future Management Expectations, page 19

 3. Please explain how you intend to resolve your obligations under Item s 407(d)(4) and (5)
of Regulation S-K.
 Code of Ethics, page 19

 4. Please refer to Item 406(a) of Regulation S-K and explain why you have not adopted a
code of ethics.
 Item 12. Security Ownership of Certain Beneficial Owners and Management, page 21

 5. Please disclose the address of the beneficial owners.
 Certain Relationships and Re lated Transactions, page 22

6. We note that you have two potentially inconsiste nt disclosures under th is heading.  Please
provide the correct disclosure.

Form 10-Q filed on August 23, 2010
 Item 1. Financial Statements

 Notes to Consolidated Financial Statments, page F-5

Note 6. Stockholders’ Deficit, page F-15

7. According to information provided on the company’s website, the market value of the company’s shares on February 19, 2010 was $1.05.  Please revise your financial statements to record share based paymen ts at fair value or advise us.

Item 2. Management’s Discussion and Analysis, page 1

8. In his interview with SmallCapVoice.com on August 24, 2010, Michae l Farkas discussed
how China’s push to develop electric vehicl es and the impending release of electric
vehicles in the 2011 and 2012 model year could impact your industry and company.
Please discuss these, and a ny other important, trends.

Michael D. Farkas
Car Charging Group, Inc.  September 20, 2010
Page 3

9. We note that your charging stations are supplied by Coulomb Technologies.  Please
discuss the material terms of your agreement with this company and file this agreement
as an exhibit.
 10. We note you have entered into agreements to install charging devices at three locations.
For instance, we note you have entered into  an agreement with Airport Parking, LLC
d/b/a Park Bark and Fly.  Please disclose the locations and discuss the material elements
of these agreements and file these agreements as exhibits.

11. We note you have initiated the development of di stribution capabilities in Europe.  Please
elaborate on your initiatives and describe their status.
 Liquidity and Capital Resources, page 2

12. We note your auditor doubts your ability to co ntinue as a going concern.  Please discuss
these doubts, and the effect that it may have on your ability to raise much needed capital.
 13. Please state that you have no external cred it facilities from an unrelated party.
 14. Please state the costs of being a public repo rting company and how you intend to pay for
these costs.

15. You believe that “additional funding will be ne cessary … to continue as a going concern”
and “additional capital or debt must be incu rred to develop the Company’s business.”
Please disclose how much you will need to opera te for the next twelve months and from
where you will obtain these funds.

Exhibits

 16. As discussed in the comments above, we note you have filed Form 8-Ks regarding material agreements such as the Form 8-Ks filed on April 30, 2010 and July 2, 2010.  Also, Note 9 to your Form 10-K filed on April 15, 2010 discloses an office lease, a consulting agreement, and public relations ag reements.  However you have not filed these
agreements.  Please file all of your material agreements with your next quarterly report.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
• The company is responsible for the adequacy and accuracy of the disclo sure in the filing;

Michael D. Farkas
Car Charging Group, Inc.  September 20, 2010 Page 4

• 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 federa l securities laws of  the United States.

You may contact Kenya Gumbs,  Staff Accountant, at 202-551-3373 or Bob Littlepage,
Accountant Branch Chief, at 202-551-3361 if you have questions regarding comments on the
financial statements and related matters.  You may contact Ajay Koduri, Staff Attorney, at 202-
551-3310 or me at 202-551-3810 wi th any other questions.

Sincerely,
     /s/ Larry Spirgel
Larry Spirgel Assistant Director