SEC Comment Letter for BLUE BIOFUELS, INC. (BIOF) (CIK 0001549145) (BIOF) — Jul 16, 2014
BLUE BIOFUELS, INC. (BIOF) (CIK 0001549145)
Date: July 16, 2014 · CIK: 0001549145 · Accession: 0000000000-14-035848
AI Filing Summary & Sentiment
File numbers found in text: 000-54942
Referenced dates: July 2, 2014, June 25, 2014
Letter
July 16 , 2014 Via E-Mail Mr. Daniel de Liege Chief Executive Officer Alliance Media Group Holdings, Inc. 400 North Congress Avenue Suite 130 West Palm Beach, FL 33401
Re: Alliance Media group Holdings, Inc. Form 10-K for the year ended December 31, 2013 Filed May 19, 2014 File No. 000-54942
Dear Mr. De Liege :
We have reviewed your letter dated July 2, 2014 , in response to the Staff’s letter dated June 25, 2014 and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please r espond to this letter within 10 business days by confirming that you will revise your document in f uture filings (unless otherwise indicated) and providing any requested information. If you do not believe 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.
Form 10 -K for the fiscal year ended December 31, 2013 Note 6 – Investment in Carbolosic
1. We do not consider your responses to our prior comment number one through three to be responsive to our concerns an d reissue our comments in their entirety. You state in your response that AMG Energy Group LLC was an acquisition of assets and assumption of liabilities; however, Notes 3 and 6 to the financial statements state the 51% ownership interest has been account ed for under the equity method of accounting and therefore, has presented as an investment within your balance sheet as of December 31, 2013. In this regard, these statements appear to directly contradict each other. Please reconcile the information prov ided in your response with that provided in your Form 10 -K for the fiscal year ended December 31, 2013. As previously requested, p lease explain to us why the investment of AMG Energy Group LLC has been characterized as an investment
Mr. Daniel de Liege Alliance Media Group Holdings, Inc. July 16, 2014 Page 2
under the equity method of accounting when you acquired controlling interest in AMG Energy Grou p LLC and tell us how your accounting treatment complies with the guidance prescribed in ASC 810 -10-25-1. Your response to us should be substantive and not a mere reiteration of the guidance.
2. If, upon further consideration, you conclude that consolidation is appropriate, please be advised you required to file audited financial statements pursuant to Rule 8 -04(b) of Regulation S -X. Refer to prior comment number two in our lett er dated June 24, 2014.
3. We also remind you that should you conclude the investment is appropriately classified as an equity investee, you are required to provide the disclosures required by Rule 8 - 03(b)(3) of Regulation S -X and file audited financial stat ements for AMC Energy Group, LLC in light of its materiality relative to your financial statements. Your may refer to Rule 3 -09 of Regulation S -X for reference purposes.
You may contact Effie Simpson at (202) 551 -3346 , or in her absence, Jean Yu at (202) 551-3305 if you have questions regarding comments on the financial statements and related matters. Please contact the undersigned, at (202) 551 -3750 with any other questions.
Sincerely,
/s/ Lyn Shenk for
Show Raw Text
July 16 , 2014
Via E-Mail
Mr. Daniel de Liege
Chief Executive Officer
Alliance Media Group Holdings, Inc.
400 North Congress Avenue
Suite 130
West Palm Beach, FL 33401
Re: Alliance Media group Holdings, Inc.
Form 10-K for the year ended December 31, 2013
Filed May 19, 2014
File No. 000-54942
Dear Mr. De Liege :
We have reviewed your letter dated July 2, 2014 , in response to the Staff’s letter dated
June 25, 2014 and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please r espond to this letter within 10 business days by confirming that you will revise
your document in f uture filings (unless otherwise indicated) and providing any requested
information. If you do not believe 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.
Form 10 -K for the fiscal year ended December 31, 2013
Note 6 – Investment in Carbolosic
1. We do not consider your responses to our prior comment number one through three to be
responsive to our concerns an d reissue our comments in their entirety. You state in your
response that AMG Energy Group LLC was an acquisition of assets and assumption of
liabilities; however, Notes 3 and 6 to the financial statements state the 51% ownership
interest has been account ed for under the equity method of accounting and therefore, has
presented as an investment within your balance sheet as of December 31, 2013. In this
regard, these statements appear to directly contradict each other. Please reconcile the
information prov ided in your response with that provided in your Form 10 -K for the
fiscal year ended December 31, 2013. As previously requested, p lease explain to us why
the investment of AMG Energy Group LLC has been characterized as an investment
Mr. Daniel de Liege
Alliance Media Group Holdings, Inc.
July 16, 2014
Page 2
under the equity method of accounting when you acquired controlling interest in AMG
Energy Grou p LLC and tell us how your accounting treatment complies with the
guidance prescribed in ASC 810 -10-25-1. Your response to us should be substantive and
not a mere reiteration of the guidance.
2. If, upon further consideration, you conclude that consolidation is appropriate, please be
advised you required to file audited financial statements pursuant to Rule 8 -04(b) of
Regulation S -X. Refer to prior comment number two in our lett er dated June 24, 2014.
3. We also remind you that should you conclude the investment is appropriately classified
as an equity investee, you are required to provide the disclosures required by Rule 8 -
03(b)(3) of Regulation S -X and file audited financial stat ements for AMC Energy Group,
LLC in light of its materiality relative to your financial statements. Your may refer to
Rule 3 -09 of Regulation S -X for reference purposes.
You may contact Effie Simpson at (202) 551 -3346 , or in her absence, Jean Yu at (202)
551-3305 if you have questions regarding comments on the financial statements and related
matters. Please contact the undersigned, at (202) 551 -3750 with any other questions.
Sincerely,
/s/ Lyn Shenk for
Linda Cvrkel
Branch Chief