SEC Comment Letter for KULR Technology Group, Inc. (KULR) (CIK 0001662684) (KULR) — Feb 3, 2016
KULR Technology Group, Inc. (KULR) (CIK 0001662684)
Date: Feb. 3, 2016 · CIK: 0001662684 · Accession: 0000000000-16-063669
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-55561, 000-55563, 000-55564, 000-55565, 000-55566, 000-55567, 000-55568
Letter
Perry Hill Acquisition Corp File No. 000-55566 Scott Hill Acquisition Cor p File No. 000-55567 Sherman Hill Acquisition Corp File No. 000-55568 James Cassidy, Esq. Burney Hill Acquisition Corp , et al February 3, 2016 Page 2
Re: Burney Hill Acquisition Corp Registration Statement on Form 10 -12(g) Filed January 7, 2016 File No. 000 -55559
Dear Mr. Cassidy :
We have reviewed your filing an d 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 respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in res ponse to these comments , we may have additional comments.
General
1. Please be advised that each of the comments included in this letter is applicable to all ten (10) registration statements referenced above and each should be amended in accor dance with the relevant comment.
Business, pa ge 1
2. Please disclose the details of the Cease and Desist Orders issued against Messrs. Cassidy and McKillop.
Recent Blank Check Companies, page 15
3. We note the disclosure that a number of the companies list ed have chosen not to proceed and have either become delinquent on the required 1934 Exchange Act filing requirements resulting in the automatic revocation of their registrations or have filed a Form 15 voluntarily terminating their registrations. For eac h company listed, please disclose their current status, current trading market, and any regulatory or enforcement proceedings involving the public shell and/or post -combination entity, including their officers, directors and promoters. Additionally, pleas e disclose the precise fees paid by these companies related to the transactions. We note the general disclosure that Tiber Creek receives compensation “in the range of $100,000.”
4. You state on page 16 that you have provided information that summarizes the blank check companies with which Mr. Cassidy and/or Mr. McKillop is or has been involved in the past five years which filed a registration statement on Form 10 or Form 10 -SB. Because the dates go back to the year 2000, please disclose whether these repre sent all of the blank check companies with which these individuals have been involved. We may have additional comments upon reviewing your response.
James Cassidy, Esq. Burney Hill Acquisition Corp , et al February 3, 2016 Page 3
Financial Statements
General
5. Please disclose the actual date through which subsequent events were evaluated as required by FASB ASC 855 -10-50-1.
Notes to Financial Statements
Note 1 Nature of Operations and summary of Significant Accounting Policies
Basis of Presentation, page 6
6. We note your disclosure that you have not earned any revenue from oper ations since inception. Accordingly, your activities have been accounted for as those of a "Development Stage Enterprise" as set forth in ASC 915, "Development Stage Entities." Please revise your filing to indicate when you will implement ASU 2014 -10 and indicate how ASU 2014 -10 will impact your presentation.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and a ll applicable Exchange Act rules require. 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 ou r comments, please provide a written 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 for eclose 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.
James Cassidy, Esq. Burney Hill Acquisition Corp , et al February 3, 2016 Page 4
You may contact Melinda Hooker, Staff Accountant at (202) 551 -3732 or John Cash, Accounting Branch Chief, at (202) 551 - 3768 if you have questions regarding comments on the financial statements and related matters. Please contact Kate McHale, Staff Attorn ey at (202)551 -3464 or me at (202) 551 -3729 with any other questions.
Sincerely,
/s/ Craig E. Slivka, for
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Mail Stop 4631 February 3, 2016 Via E -Mail James Cassidy, Esq. President Burney Hill Acquisition Corp , et al. 215 Apolena Avenue Newport Beach, CA 92662 Re: Burney Hill Acquisition Corp Registration Statement on Form 10 -12(g) Filed January 7, 2016 File No. 000 -55559 Cabot Hill Acquisition Corp File No. 000 -55560 Event Hill Acquisition Corp File No. 000 -55562 Franklin Hill Acquisition Corp File No. 000-55561 Grant Hill Acquisition Corp File No. 000-55564 Jackson Hill Acquisition Corp File No. 000-55563 Lincoln Hill Acquisition Corp File No. 000-55565 Perry Hill Acquisition Corp File No. 000-55566 Scott Hill Acquisition Cor p File No. 000-55567 Sherman Hill Acquisition Corp File No. 000-55568 James Cassidy, Esq. Burney Hill Acquisition Corp , et al February 3, 2016 Page 2 Dear Mr. Cassidy : We have reviewed your filing an d 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 respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in res ponse to these comments , we may have additional comments. General 1. Please be advised that each of the comments included in this letter is applicable to all ten (10) registration statements referenced above and each should be amended in accor dance with the relevant comment. Business, pa ge 1 2. Please disclose the details of the Cease and Desist Orders issued against Messrs. Cassidy and McKillop. Recent Blank Check Companies, page 15 3. We note the disclosure that a number of the companies list ed have chosen not to proceed and have either become delinquent on the required 1934 Exchange Act filing requirements resulting in the automatic revocation of their registrations or have filed a Form 15 voluntarily terminating their registrations. For eac h company listed, please disclose their current status, current trading market, and any regulatory or enforcement proceedings involving the public shell and/or post -combination entity, including their officers, directors and promoters. Additionally, pleas e disclose the precise fees paid by these companies related to the transactions. We note the general disclosure that Tiber Creek receives compensation “in the range of $100,000.” 4. You state on page 16 that you have provided information that summarizes the blank check companies with which Mr. Cassidy and/or Mr. McKillop is or has been involved in the past five years which filed a registration statement on Form 10 or Form 10 -SB. Because the dates go back to the year 2000, please disclose whether these repre sent all of the blank check companies with which these individuals have been involved. We may have additional comments upon reviewing your response. James Cassidy, Esq. Burney Hill Acquisition Corp , et al February 3, 2016 Page 3 Financial Statements General 5. Please disclose the actual date through which subsequent events were evaluated as required by FASB ASC 855 -10-50-1. Notes to Financial Statements Note 1 Nature of Operations and summary of Significant Accounting Policies Basis of Presentation, page 6 6. We note your disclosure that you have not earned any revenue from oper ations since inception. Accordingly, your activities have been accounted for as those of a "Development Stage Enterprise" as set forth in ASC 915, "Development Stage Entities." Please revise your filing to indicate when you will implement ASU 2014 -10 and indicate how ASU 2014 -10 will impact your presentation. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and a ll applicable Exchange Act rules require. 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 ou r comments, please provide a written 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 for eclose 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. James Cassidy, Esq. Burney Hill Acquisition Corp , et al February 3, 2016 Page 4 You may contact Melinda Hooker, Staff Accountant at (202) 551 -3732 or John Cash, Accounting Branch Chief, at (202) 551 - 3768 if you have questions regarding comments on the financial statements and related matters. Please contact Kate McHale, Staff Attorn ey at (202)551 -3464 or me at (202) 551 -3729 with any other questions. Sincerely, /s/ Craig E. Slivka, for Pam A. Long Assistant Director Office of Manufacturing and Construction