SecProbe.io

CORRESP
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 liqt20260528c_corresp.htm

 May 28, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission Division of Corporation Finance

 100 F Street, N.E. Washington, D.C. 20549

 Re:

 LiqTech International, Inc.

 Registration Statement on Form S-1 (File No. 333-296258)

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended (the "Act"), Konik Capital Partners, LLC, a division of T.R. Winston and Company, LLC, acting as underwriter, hereby joins LiqTech International, Inc. (the "Company") in connection with the Registration Statement on Form S-1 (File No. 333-296258), as amended (the "Registration Statement").

 Reference is made to our letter in which we requested the acceleration of the effective date of the above-referenced Registration Statement for 5:00 p.m. Eastern Time, on Thursday, May 28, 2026, in accordance with Rule 461 under the Act. We are no longer requesting that such Registration Statement be declared effective at such time and we hereby formally withdraw our request for acceleration of the effective date.

 Very truly yours,

 Konik Capital Partners, LLC,

 a division of T.R. Winston and Company

 By:

 /s/ Alden Carrere

 Name:
 Alden Carrere

 Title:
 Co-Founder and Partner

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 liqt20260528d_corresp.htm

 May 28, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission Division of Corporation Finance

 100 F Street, N.E. Washington, D.C. 20549

 Re:

 LiqTech International, Inc.

 Registration Statement on Form S-1 (File No. 333-296258)

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended (the "Act"), Konik Capital Partners, LLC, a division of T.R. Winston and Company, LLC, acting as underwriter, hereby joins LiqTech International, Inc. (the "Company") in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-296258), as amended (the "Registration Statement"), to become effective on Monday, June 1, 2026, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, K&L Gates LLP, request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned affirms that it is aware of its obligations under the Act as they pertain to the underwritten offering pursuant to the Registration Statement.

 Very truly yours,

 Konik Capital Partners, LLC,

 a division of T.R. Winston and Company

 By:

 /s/ Alden Carrere

 Name:

 Alden Carrere

 Title:

 Co-Founder and Partner

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 LIQTECH INTERNATIONAL, INC.
 Industriparken 22C

 DK2750 Ballerup, Denmark

 May 28, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Re:

 LiqTech International, Inc.

 Request for Acceleration of Registration Statement on Form S-1, as amended

 File No. 333-296258

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, LiqTech International, Inc., a Nevada corporation (the “ Company ”), hereby requests acceleration of the effectiveness of the above referenced Registration Statement to 5:00 p.m., Eastern Time, on June 1, 2026 or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, K&L Gates LLP, requests by telephone that such Registration Statement be declared effective.

 Please direct any questions or comments regarding this filing to Clayton Parker, Esq. of K&L Gates LLP, legal counsel to the Company, at (305) 539-3306.

 Very truly yours,

 /s/ David Noerby Foss Kowalczyk

 Name: David Noerby Foss Kowalczyk

 Title: Chief Financial Officer and Chief Operating

 Officer

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 LIQTECH INTERNATIONAL, INC.
 Industriparken 22C

 DK2750 Ballerup, Denmark

 May 28, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Attention: Jan Woo

 Re:

 LiqTech International, Inc.

 Request for Acceleration of Registration Statement on Form S-1 filed on May 26, 2026

 File No. 333-296258

 Ladies and Gentlemen:

 Reference is made to our May 26, 2026 letter in which the Company requested acceleration of the effectiveness of the Company’s above-referenced Registration Statement to 5:00 p.m. ET on May 28, 2026, or as soon thereafter as is practicable (the “ Effective Time ”), in accordance with Rule 461 under the Securities Act of 1933, as amended.

 The Company is no longer requesting that such Registration Statement be declared effective at the Effective Time and we hereby formally withdraw our request for acceleration of the effective date until further notice from the Company.

 Please direct any questions or comments regarding this filing to Clayton Parker, Esq. of K&L Gates LLP, legal counsel to the Company, at (305) 539-3306.

 Very truly yours,

 /s/ David Noerby Foss Kowalczyk

 Name: David Noerby Foss Kowalczyk

 Title: Chief Financial Officer and Chief Operating Officer

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 LIQTECH INTERNATIONAL, INC.
 Industriparken 22C

 DK2750 Ballerup, Denmark

 May 26, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Re:

 LiqTech International, Inc.

 Request for Acceleration of Registration Statement on Form S-1 filed on May 26, 2026

 File No. 333-296258

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, LiqTech International, Inc., a Nevada corporation (the “ Company ”), hereby requests acceleration of the effectiveness of its Registration Statement on Form S-1 (File No. 333-296258), as filed with the U.S. Securities and Exchange Commission on May 26, 2026, to 5:00 p.m., Eastern Time, on May 28, 2026 or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, K&L Gates LLP, requests by telephone that such Registration Statement be declared effective.

 Please direct any questions or comments regarding this filing to Clayton Parker, Esq. of K&L Gates LLP, legal counsel to the Company, at (305) 539-3306.

 Very truly yours,

 /s/ David Noerby Foss Kowalczyk

 Name: David Noerby Foss Kowalczyk

 Title: Chief Financial Officer and Chief Operating Officer

CORRESP
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 liqt20260526c_corresp.htm

 May 26, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission Division of Corporation Finance

 100 F Street, N.E. Washington, D.C. 20549

 Re:

 LiqTech International, Inc.

 Registration Statement on Form S-1 (File No. 333-296258)

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Konik Capital Partners, LLC, a division of T.R. Winston and Company, LLC, acting as underwriter, hereby joins LiqTech International, Inc. (the “Company”) in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-296258) (the “Registration Statement”) to become effective on Thursday, May 28, 2026, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, K&L Gates LLP, request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned affirms that it is aware of its obligations under the Act as they pertain to the underwritten offering pursuant to the Registration Statement.

 Very truly yours,

 Konik Capital Partners, LLC,

 a division of T.R. Winston and Company

 By:

 /s/ Alden Carrere

 Name:

 Alden Carrere

 Title:

 Co-Founder and Partner

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LIQTECH INTERNATIONAL, INC.

Industriparken 22C

DK2750 Ballerup, Denmark

May 10, 2022

VIA EDGAR

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attn: Ms. Priscilla Dao

			Re:

			LiqTech International, Inc.

Request for Acceleration of Registration Statement on Form S-3

File No. 333-262604

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, LiqTech International, Inc., a Nevada corporation (the “Company”), hereby requests acceleration of the effectiveness of its Registration Statement on Form S-3 (File No. 333-262604), as amended and filed with the U.S. Securities and Exchange Commission on April 28, 2022 to 4:00PM ET on May 12, 2022 or as soon thereafter as practicable.

Please direct any questions or comments regarding this filing to Clayton Parker, Esq. at (305) 794-6293 of K&L Gates LLP, legal counsel to the Company.

			Sincerely,

			    /s/         Alexander Buehler

			Name: Alexander Buehler

			Title: Interim Chief Executive Officer

United States securities and exchange commission logo
February 17, 2022
Sune Mathiesen
Chief Executive Officer
LiqTech International, Inc.
Industriparken 22C
DK2750 Ballerup, Denmark
Re:LiqTech International, Inc.
Registration Statement on Form S-3
Filed February 9, 2022
File No. 333-262604
Dear Mr. Mathiesen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Priscilla Dao, Staff Attorney, at (202) 551-5997 or Joshua Shainess, Legal
Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Clayton Parker

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LIQTECH INTERNATIONAL, INC.

1804 Buerkle Road

White Bear Lake, MN 55110

September 15, 2021

VIA EDGAR

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attn: Priscilla Dao

			Re:

			LiqTech International, Inc.

			Request for Acceleration of Registration Statement on Form S-3

			File No. 333-259328

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, LiqTech International, Inc., a Nevada corporation (the “Company”), hereby requests acceleration of the effectiveness of its Registration Statement on Form S-3 (File No. 333-259328), filed with the U.S. Securities and Exchange Commission on September 3, 2021, to 4:00PM ET on September 17, 2021 or as soon thereafter as practicable.

Please direct any questions or comments regarding this filing to Clayton Parker, Esq. at (305) 794-6293 of K&L Gates LLP, legal counsel to the Company.

			Sincerely,

			    /s/         Claus Toftegaard

			Name: Claus Toftegaard

			Title: Chief Financial Officer

United States securities and exchange commission logo
September 10, 2021
Claus Toftegaard
Chief Financial Officer
LiqTech International, Inc.
1804 Buerkle Road
White Bear Lake, MN 55110
Re:LiqTech International, Inc.
Registration Statement on Form S-3
Filed September 3, 2021
File No. 333-259328
Dear Mr. Toftegaard:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Priscilla Dao, Staff Attorney, at (202) 551-5997 or Jan Woo, Legal Branch
Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Clayton Parker

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LiqTech International, Inc.

Industriparken 22C

DK2750 Ballerup, Denmark

(651) 773-5850

June 29, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

			Re: LiqTech International, Inc.

			Registration Statement on Form S-1

			File No. 333-239364

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:00 PM ET on July 1, 2020, or as soon thereafter as is practicable.

			Very truly yours,

			LiqTech International, Inc.

			By:

			/s/ Sune Mathiesen

			Name:

			Sune Mathiesen

			Title:

			Chief Executive Officer

United States securities and exchange commission logo
June 26, 2020
Sune Mathiesen
Chief Executive Officer
LiqTech International, Inc.
Industriparken 22C
2750 Ballerup
Denmark
Re:LiqTech International, Inc.
Registration Statement on Form S-1
Filed June 22, 2020
File No. 333-239364
Dear Mr. Mathiesen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Edwin Kim, Attorney-Advisor, at (202) 551-3297 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Matthew Ogurick, Esq.

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LIQTECH INTERNATIONAL, INC.

Industriparken 22C

DK2750 Ballerup, Denmark

October 19, 2017

VIA EDGAR

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attn: Edward Kelly

Re:         LiqTech International, Inc.

Request for Acceleration of Registration Statement on Form S-3

File No. 333-220496

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, LiqTech International, Inc., a Nevada corporation (the “Company”), hereby requests acceleration of the effectiveness of its Registration Statement on Form S-3 (File No. 333-220496), filed with the U.S. Securities and Exchange Commission on October 11, 2017, to 9:00AM ET on October 23, 2017 or as soon thereafter as practicable.

Please direct any questions or comments regarding this filing to Clayton Parker, Esq. at (305) 794-6293 of K&L Gates LLP, legal counsel to the Company.

			Sincerely,

			/s/ Soren Degn

			Soren Degn

			Chief Financial Officer

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LIQTECH INTERNATIONAL, INC

Industriparken 22C, DK2750 Ballerup, Denmark

+45 4498 6000

October 11, 2017

Via E-Mail

Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4631

100 F Street, N.E.

Washington, D.C. 20549-463

Re:          LiqTech International, Inc.

Registration Statement on Form S-3

Filed September 15, 2017

File No. 333-220496

Dear Mr. Ingraham:

At the request of the U.S. Securities and Exchange Commission (the “Commission”), LiqTech International, Inc. (the “Company”) is providing this letter in response to certain comments made in the Commission’s letter dated October 10, 2017. Your comments and the Company’s responses are set forth below.

			COMMENT 1:

			Since the aggregate market value of your voting and nonvoting common equity held by non-affiliates is less than $75 million, you must satisfy the requirements of General Instruction I.B.6. of Form S-3, including paragraph 7 of General Instruction I.B.6. On the outside front cover page of the prospectus, please provide the calculation of the aggregate market value of your outstanding voting and nonvoting common equity pursuant to General Instruction I.B.6. and the amount of all securities offered pursuant to General Instruction I.B.6. during the prior 12 calendar month period that ends on and includes the date of the prospectus.

			RESPONSE:

			In response to the Commission’s comment, the Company has revised the outside front cover page of the prospectus in Amendment No. 1 to the Registration Statement (the “Amendment”) to provide the calculation of the aggregate market value of the Company’s outstanding voting and nonvoting common equity pursuant to General Instruction I.B.6. and the amount of all securities offered pursuant to General Instruction I.B.6. during the prior 12 calendar month period that ends on and includes the date of the prospectus.

Calculation of Registration Fee Table

			COMMENT 2:

			Disclosure on the front cover and elsewhere indicates that you are offering $20 million of common stock, preferred stock, and/or warrants or combination thereof. Please revise the table to reflect the registration of units and revise the disclosure throughout the registration statement, including the legality opinion, to provide adequate disclosure about the units.

Jay Ingram

Legal Branch Chief

U.S. Securities and Exchange Commission

October 11, 2017

Page 2

			RESPONSE:

			In response to the Commission’s comment, the Company has revised the table in the Amendment to reflect the registration of units and has revised the disclosure throughout the Amendment, including the legality opinion, to provide adequate disclosure about the units.

We trust that this response satisfactorily responds to your request. Should you require further information, please contact Clayton E. Parker at (305) 539-3306 or Matthew Ogurick at (212) 536-4085.

			Sincerely,

			/s/ Søren Degn

			Søren Degn

			Chief Financial Officer

			cc:
			Via E-mail

			Clayton E. Parker, Esq.

			Matthew Ogurick, Esq.

			John C. Scarborough, Jr., Esq.

			K&L Gates LLP

			200 South Biscayne Boulevard, Suite 3900

			Miami, FL 33131

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631

October 10, 2017

Via E-Mail
Mr. Soren Degn
Chief Financial Officer
c/o LiqTech North America Inc.
1804 Buerkle Road
White Bear Lake, MN 55110

Re: LiqTech International, Inc.
Registration Statement  on Form S -3
Filed September 15 , 2017
  File No. 333 -220496

Dear Mr. Degn :

We have limited our review of your registration statement to those issues that we
have addressed in our comments.  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 by amending your registration statement and
providing the requested information .  If you do not believe that our comments app ly to
your facts and circumstances or do not believe an amendment is appropriate, please tell
us why in your response.

After reviewing any amendment to your registration statement and the
information you provide in response to these  comments, we may have additional
comments.

General

1. Since the aggregate market value of your voting and nonvoting common equity held
by non -affiliates is less than $75 million, you must satisfy the requirements of
General Instruction I.B.6. of Form S -3, including paragraph 7 o f General Instruction
I.B.6.  On the outside front cover page of the prospectus, please provide the
calculation of the aggregate market value of your outstanding voting and nonvoting
common equity pursuant to General Instruction I.B.6. and the amount of al l securities
offered pursuant to General Instruction I.B.6. during the prior 12 calendar month
period that ends on and includes the date of the prospectus.

Mr. Soren Deng
LiqTech International, Inc.
October 10 , 2017
Page 2

Calculation of Registration Fee Table

2. Disclosure on the front cover and elsewhere  indicates that you are offering $20
million of common stock, preferred stock, and/or warrants or combination thereof.
Please revise the table to reflect the registration of units and revise the disclosure
throughout the registration statement , including the legality opinion, to provide
adequate disclosure about the units.

We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action, or absence of action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow
adequate time  for us to review any amendment before the requested effective date of the
registration statement.

You may contact Edward M. Kelly, S enior Counsel, at (202) 551 -3728 or me at
(202) 551 -3397 if you have any  questions .

Sincerely ,

      /s/ Jay Ingram

      Jay Ingram
      Legal Branch Chief
      Office of Manufacturing and Construction

cc: Via E-mail
 Clayton E. Parker, Esq.
 Matthew Ogurick, Esq.
 John C. Scarborough, Jr., Esq.
 K&L Gates LLP
 200 South Biscayne Boulevard, Suite 3900
 Miami, FL 33131

December 16 , 2015

Mail Stop 4631

Via E -mail
Mr. Soren Degn
Chief Financial Officer
LiqTech International, Inc.
Industriparken 22C
DK 2750 Ballerup, Denmark

RE: LiqTech  International, Inc.
Form 10 -K for the Year Ended December 31, 2014
Filed March 25, 2015
  File No. 1 -36210

Dear Mr. Degn:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
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 rules require.

Sincerely,

 /s/ John Cash

 John Cash
Accounting Branch Chief
Office of Manufacturing and
Construction

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LIQTECH INTERNATIONAL, INC

Industriparken 22C, DK2750 Ballerup, Denmark

 +4544986000

December 14, 2015

VIA EDGAR AND FACSIMILE

John Cash

Accounting Branch Chief

United States Securities and Exchange Commission

Office of Manufacturing and Construction

100 F Street, N.E.

Washington, D.C. 20549-4631

Tel: (202) 551-3768

RE:

LiqTech International, Inc.
Form 10-K for the Year Ended December 31, 2014
Filed March 25, 2015
File No. 1-36210

Dear Mr. Cash:

We are providing the responses of LiqTech International, Inc. (the “Company”) to the U.S. Securities and Exchange Commission (the “Commission”) comment letter dated December 2, 2015 regarding the Company’s Form 10-K for the year ended December 31, 2014. The Company’s responses to the Commission’s letter, provided below, are in identical numerical sequence. For the convenience of the Commission, each comment is repeated verbatim with the Company’s response immediately following.

Item 3. Legal Proceedings, page 17

COMMENT 1.

In future filings, please provide the name of the court or agency in which the proceedings are pending, the date instituted and the principal parties thereto. See Item 103 of Regulation S-K.

RESPONSE:

The Company acknowledges the Commission’s comment and will ensure to provide the name of the court or agency in which proceedings are pending, the date instituted and the principal parties thereto in future filings.

Item 8. Financial Statements and Supplementary Data, page 30

Note 11 – Income Taxes, page F-15

COMMENT 2.

You indicate that you evaluated the deferred tax assets and determined that the net assets will be realized through future years’ taxable income. However, we note that you have generated losses before income taxes over the past three years and for the nine months ended September 30, 2015. Please tell us and revise your disclosure in future filings to provide a more detailed explanation as to how you determined it is more likely than not that you will realize total deferred tax assets. Please ensure your disclosure addresses each of the following points, as appropriate:

John Cash

U.S. Securities and Exchange Commission

December 14, 2015

Page 2

●
Please discuss the nature of the positive and negative evidence that you considered, how that evidence was weighted, and how that evidence led you to determine it was not appropriate to record a valuation allowance on the remaining deferred income tax assets. You should consider discussing the significant estimates and assumptions used in your analysis. Please discuss how you determined the amount of the valuation allowance to record;

●
Please disclose the amount of pre-tax income that needs to be generated to realize the deferred tax assets. Include an explanation of the anticipated future trends included in your projections of future taxable income. Confirm to us that the anticipated future trends included in your assessment of the realizability of your deferred tax assets are the same anticipated future trends used in estimating the fair value of your reporting units for purposes of testing goodwill for impairment and any other assessment of your tangible and intangible assets for impairment;

●
Please disclose the nature of your tax planning strategies, how each strategy supports the realization of deferred tax assets, the amount of the shortfall that each strategy covers, and any uncertainties, risks, or assumptions related to these tax-planning strategies; and

●
To the extent you are relying on the reversal of any deferred tax liabilities in your assessment of the realizability of your deferred tax assets, please disclose this fact. Also clarify, if true, that the deferred tax liabilities you are relying on in your assessment will reverse in the same period and jurisdiction and are of the same character as the temporary differences giving rise to the deferred tax assets.

Refer to ASC 740-10-30-16 through 25 and Section 501.14 of the Financial Reporting Codification for guidance.

RESPONSE:

The Company acknowledges the Commission’s comment above and will provide a more detailed explanation as to how we determined it is more likely than not that the Company will realize total deferred tax assets in future filings.

In addition, set forth below is a discussion of the positive and negative evidence that we considered in our analysis:

Positive Evidence

The Company changed its business strategy from supplying the filter component of water treatment systems at lower margins to offering full water treatment systems at higher margins. This strategy was accomplished through the Company’s acquisition of Provital Solutions in July 2014. Provital Solutions has designed a water treatment system for pool filtration around the silicone carbide manufactured by the Company. Further synergies realized by the acquisition included offering full water treatment systems (Provital Solutions water treatment systems) to sales leads generated by the Company’s significant marketing efforts, thus now enabling the Company (post-acquisition of Provital Solutions) to deliver the whole product chain to customers (the “Business Plan”).

John Cash

U.S. Securities and Exchange Commission

December 14, 2015

Page 3

The fiscal quarter ended September 30, 2015 was the Company’s best quarter in the history of the Company, yielding a pre-tax profit.

The Company has, subsequent to the Provital Solutions acquisition, executed several sales contracts for water treatment systems, and the Company has been successful in leasing a trial water treatment system operation (to separate metals from mining waste waters) and subsequently signed a $6,100,000 contract with this customer in June 2015.

We executed an OEM DPF supplier contract in June 2015, which is our first big order in China.

We have a pilot order for ground water treatment to Grundfos Grundfos Group (GGG), which is represented by more than 80 companies in more than 55 countries. In addition, GGG products are also sold in a large number of countries by local distributors.

We have a sales pipeline of a significant number of customers with weighted probabilities of signing contracts with such customers.

The Company budgeted income for 2015 to account for its signed and potential sales contracts.

Negative Evidence

We currently estimate that we are approximately six (6) months behind on our Business Plan.

The Company has generated losses before income taxes over the past three (3) years and for the nine (9) months ended September 30, 2015, and the Company has experienced a decrease in DPF sales as a result of delays in enforcement of clean air initiatives in various countries.

The Company weighed the historical losses based on its former strategy of selling lower margin water filters to a broad water treatment market against its new Business Plan of selling higher margin water treatment systems to a targeted water treatment system market wherein the filter and system have proven successful.

The Company determined that it was more than likely than not that signed sales contracts and potential sales contracts would allow the Company to return to profitability and realize the deferred tax assets resulting from the net operating loss carryforwards.

John Cash

U.S. Securities and Exchange Commission

December 14, 2015

Page 4

The Company estimated profitability based on signed and potential (probable) sales contacts.

The valuation allowance established by the Company was for the tax paying components LiqTech Singapore and LiqTech Germany as management could not determine that it was more than likely not that sufficient income could be generated by these components to realize the resulting net operating loss carry forwards of these components.

The amount of pre-tax income that needs to be generated to realize the deferred tax assets is $12,740,000. The anticipated future trends included in our projections of future taxable income are based on a sales pipeline of a significant number of customers with weighted probabilities of signing contracts with such customers and the market acceptance of our new Business Plan documented by our third quarter 2015 results. Our budget for 2016, which is based on our new Business Plan, also shows a profit.

We hereby confirm that the anticipated future trends included in our assessment of the realizability of our deferred tax assets are the same anticipated future trends used in estimating the fair value of our reporting units for purposes of testing goodwill for impairment and any other assessment of our tangible and intangible assets for impairment.

With respect to tax planning strategies, based on our new Business Plan strategy, we expect that all of our business units will be able to generate profit going forward. If anything changes in our assumptions, we will adjust our tax planning strategies accordingly.

We are not relying on the reversal of any deferred tax liabilities in our assessment of the realizability of our deferred tax assets.

Item 11. Executive Compensation, page 37

Summary Compensation Table, page 37

COMMENT 3.

Please tell us whether the decimals throughout the Summary Compensation Table are correct. Also, in future filings, please ensure that all compensation values are rounded to the nearest dollar. See Instruction 2 to Item 402(n).

RESPONSE:

The decimals were inserted in error as a result of conversion of the excel data to WORD formatting, and are intended to be commas. We will ensure that all compensation values are rounded to the nearest dollar in future filings.

Outstanding Equity Awards at last Fiscal Year End, page 40

COMMENT 4.

We note that the table discloses information as of March 25, 2015. In future filings, please provide the information in this table as of the end of your last completed fiscal year. See Item 402(p) of Regulation S-K.

John Cash

U.S. Securities and Exchange Commission

December 14, 2015

Page 5

RESPONSE:

We will ensure that information in this table is dated as of the end of our last completed fiscal year in future filings.

Compensation of Directors, page 40

COMMENT 5.

We note the disclosure of Mr. Petersen’s Services agreement on page 39. In future filings please revise your disclosure to include Mr. Petersen’s compensation as Chairman of the Board, in the director compensation table in accordance with Item 402(r) of Regulation S-K. Please note that Mr. Petersen’s compensation pursuant to the Services Agreement must be presented in the “All Other Compensation” column. See Item 402(r)(2)(vii) of Regulation S-K.

RESPONSE:

We will revise our disclosure to include Mr. Petersen’s compensation as Chairman of the Board in the director compensation table in future filings, and we will also ensure that Mr. Petersen’s compensation pursuant to the Services Agreement is presented in the “All Other Compensation” column in future filings.

COMMENT 6.

We note the “All Other Compensation” amounts disclosed in the table for Mr. Barish. In future filings, please describe in the footnote, the services provided and to be provided for Mr. Barish for such compensation.

RESPONSE:

We will ensure that the services provided and to be provided for Mr. Barish are described in the footnote to the “All Other Compensation” table in future filings.

The Company hereby acknowledges 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 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.

We trust that this response satisfactorily responds to your request. Should you require further information, please contact Clayton E. Parker at (305) 539-3306.

Sincerely,

/s/ Soren Degn

Soren Degn

Chief Financial Officer

cc:

Clayton E. Parker, Esq., K&L Gates LLP

Alan Gregory, Gregory & Associates, LLC

December 2 , 2015

Mail Stop 4631

Via E -mail
Mr. Soren Degn
Chief Financial  Officer
LiqTech International, Inc.
Industriparken 22C
DK 2750 Ballerup, Denmark

RE: LiqTech  International, Inc.
Form 10 -K for the Year Ended December 31, 2014
Filed March 25, 2015
  File No. 1-36210

Dear Mr. Degn :

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 to these  comments, we may have  additional comments.

Item 3.  Legal Proceedings, page 17

1. In future filings, please provide the name of the court or agenc y in which the proceedings
are pending, the date instituted and the principal parties thereto.  See Item 103 of
Regulation S -K.

Item 8. Financial Statements and Supplementary Data, page 30

Note 11 – Income Taxes, page F -15

2. You indicate that you evaluate d the deferred tax assets and determined that the net assets
will be realized through future years’ taxable income.  However, we note that you have
generated losses before income taxes over the past three year s and for the nine months
ended September 30, 2015.  Please tell us and revise your disclosure in future filings to
provide a more detailed explanation as to how you determined it is more likely than not

Mr. Soren Degn
LiqTech  International, Inc.
December 2 , 2015
Page 2

 that you will realize total deferred tax assets.  Please ensure your disclosure addr esses
each of the following points, as appropriate:
 Please discuss the nature of the positive and negative evidence that you
considered, how that evidence was weighted, and how that evidence led you to
determine it was not appropriate to record a valuation  allowance on the remaining
deferred income tax assets.  You should consider discussing the significant
estimates and assumptions used in your analysis.  Please discuss how you
determined the amount of the valuation allowance to record;
 Please disclose the  amount of pre -tax income that needs to be generated to realize
the deferred tax assets.  Include an explanation of the anticipated future trends
included in your projections of future taxable income.  Confirm to us that the
anticipated future trends inclu ded in your assessment of the realizability of your
deferred tax assets are the same anticipated future trends used in estimating the
fair value of your reporting units for purposes of testing goodwill for impairment
and any other assessment of your tangib le and intangible assets for impairment;
 Please disclose the nature of your tax planning strategies, how each strategy
supports the realization of deferred tax assets, the amount of the shortfall that each
strategy covers, and any uncertainties, risks, or assumptions related to these tax -
planning strategies; and
 To the extent you are relying on the reversal of any deferred tax liabilities in your
assessment of the realizability of your deferred tax assets, please disclose this fact.
Also clarify, if true, that the deferred tax liabilities you are relying on in your
assessment will reverse in the same period and jurisdiction and are of the same
character as the temporary differences giving rise to the deferred tax assets.
Refer to ASC 740 -10-30-16 through 25  and Section 501.14 of the Financial Reporting
Codification for guidance.

Item 11. Executive Compensation, page 37

Summary Compensation Table, page 37

3. Please tell us whether the decimals throughout the Summary Compensation Table are
correct.  Also, in f uture filings, please ensure that all compensation values are rounded to
the nearest dollar.  See Instruction 2 to Item 402(n).

Outstanding Equity Awards at last Fiscal Year End, page 40

4. We note that the table discloses information as of March 25, 2015.  In future filings,
please provide the information in this table as of the as of the end of y our last completed
fiscal year.   See Item 402(p) of Regulation S -K.

Mr. Soren Degn
LiqTech  International, Inc.
December 2 , 2015
Page 3

 Compensation of Directors, page 40

5. We note the disclosure of Mr. Petersen’s Services agreeme nt on page 39.  In future
filings please revise your disclosure to include Mr. Petersen’s compensation as Chairman
of the Board, in the director compensation table in accordance with Item 402(r) of
Regulation S -K.  Please note that Mr. Petersen’s compens ation pursuant to the Services
Agreement must be presented in the “All Other Compensation” column.  See Item
402(r)(2)(vii) of Regulation S -K.

6. We note the “All other Compensation” amounts disclosed in the table for Mr. Barish.  In
future filings, please  describe in the footnote, the services provided and to be provided for
Mr. Barish for such compensation.

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 all applica ble 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 t he disclosures they have made.

In responding to our 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 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.

You may contact Jeffrey Gordon, Staff Accountant  at (202) 551 -3866  or me at (202) 551 -
3768  if you have questions regarding comments on the financial statements and related matters.
Please contact Sherry Hayw ood, Staff Attorney, at (202) 551 -3345  or Jay Ingram, Legal Branch
Chief , at (202) 551 -3397  with any other questions.

 Sincerely,

 /s/ John Cash

 John Cash
 Accounting Branch Chief
Office of Manufacturing and
Construction

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LIQTECH INTERNATIONAL, INC.

Industriparken 22C, DK2750

Ballerup, Denmark

July 2, 2014

VIA EDGAR, FACSIMILE AND EMAIL

Pamela A. Long

Assistant Director

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-4631

Tel: (202) 551-3442

Fax: (703) 813-6968

Re:          Liqtech International, Inc.

Request for Acceleration of Registration Statement on Form S-3

File No. 333-196750

Ladies and Gentlemen:

Liqtech International, Inc., a Nevada corporation (the “Company”) hereby requests acceleration of the effectiveness of its Registration Statement on Form S-3 (File No. 333-196750), originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 13, 2014, as amended and filed as Amendment No. 1 to Form S-3 on July 1, 2014, to 10:00AM EDT on July 7, 2014, or as soon thereafter as practicable. The Company hereby acknowledges that:

●

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

●

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

●

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any questions or comments regarding this filing to Matthew Ogurick, Esq. at (305) 539-3352 of K&L Gates LLP, legal counsel to the Company.

LIQTECH INTERNATIONAL, INC.

/s/      Soren Degn
Name:     Soren Degn

Title:       Chief Financial Officer

CORRESP
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LIQTECH INTERNATIONAL, INC.

Industriparken 22C, DK2750

Ballerup, Denmark

July 1, 2014

VIA EDGAR

Pamela A. Long

Assistant Director

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-4631

Tel: (202) 551-3442

Re:

LiqTech International, Inc.

Registration Statement on Form S-3

Filed June 13, 2014

File No. 333-196750

Dear Ladies and Gentlemen:

Liqtech International, Inc. (the “Company”) confirms receipt of the letter dated June 26, 2014 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filing (the “Registration Statement”). We are responding to the Staff’s comments as set forth below. The Company’s responses to the Staff’s comments are in identical numerical sequence. For the convenience of the Staff, each comment is repeated verbatim with the Company’s response immediately following.

General

COMMENT 1:

Since you appear to qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, please

●

disclose that you are an emerging growth company;

●

describe how and when a company may lose emerging growth company status;

●

describe briefly the various exemptions that are available to you, such as exemptions from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934; and

Pamela A. Long

U. S. Securities and Exchange Commission

July 1, 2014

Page 2

●

state your election under Section 107(b) of the JOBS Act:

o

If you have elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b), include a statement that the election is irrevocable; or

o

If you have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1), provide a risk factor explaining that this election allows you to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. Please state in your risk factor that, as a result of this election, your financial statements may not be comparable to companies that comply with public company effective dates. Include a similar statement in your critical accounting policy disclosures.

In addition, consider describing the extent to which any of these exemptions are available to you as a smaller reporting company.

RESPONSE:

In response to the Commission’s comment above, the Company has included the disclosures requested of the Company by the Staff in Amendment No. 1 to the Registration Statement (“Amendment No. 1”).

Description of Our Capital Stock, page 6

COMMENT 2:

Include a description of the warrants being offered on this registration statement.

RESPONSE:

Since there are no warrants currently being offered by the Company, the Company has included a description of the warrants which may be offered from time to time by the Company in Amendment No. 1 in response to the Commission’s comment above.

Exhibit 5.1

COMMENT 3:

We note the reference to warrants that form a part of any units in the first paragraph on page three of the opinion. Please explain whether you are registering units pursuant to the registration statement. If so, please revise the opinion to opine on the units, and revise the prospectus to include a discussion of the units being offered on this registration statement and to include the units in the fee table. In the alternative, please delete the reference to units in the opinion.

Pamela A. Long

U. S. Securities and Exchange Commission

July 1, 2014

Page 3

RESPONSE:

The Company is not registering units and therefore, Amendment No. 1 includes a revised opinion which deletes the reference to Units in response to the Commission’s comment above.

The Company acknowledges that:

●

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

●

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

●

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We trust this response satisfactorily responds to your request. Should you require further information, please contact Matthew Ogurick, Esq. of K&L Gates LLP at (305) 539-3352.

Sincerely,

LIQTECH INTERNATIONAL, INC.

/s/      Soren Degn

Name:

Soren Degn

Title:

Chief Financial Officer

cc:

Matthew Ogurick, Esq., of K&L Gates LLP

Alan Gregory, of Gregory & Associates, LLC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

        June 26, 2014

Via E-Mail
Mr. Finn Helmer
Chief Executive Officer
LiqTech International , Inc.
Industriparken 22C
DK2750 Ballerup, Denmark

 Re: LiqTech International , Inc.
  Registration Statement on Form S -3
  Filed June 13 , 2014
  File No. 333-196750

Dear Mr. Helmer :

We have limited our review of your registration statement to those issues that we have
addressed in our com ments.  In some of our comments  we may ask you to pro vide us
information so that we may better understand your disclosure.

Please respond to this letter by amending your registration statement and provid ing the
requested information.  Where you do not believe our comments apply to your facts and
circumstanc es or do not believe an amendment is appropriate, please  tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we  may have additional comments.

General

1. Since you appear to qualif y as an “emerging growth company ” as defined in the Jumpstart
Our Business Startups Act, please

 disclose  that you are an emerging growth company ;

 describe how and when a company may lose emerging growth company status;

Mr. Finn Helmer
LiqTech International, Inc.
June 26, 2014
Page 2

  describe b riefly the various exemptions that are available to you, such as exemptions
from Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section 14A(a) and (b)
of the Securities Exchange Act of 1934; and

 state your election under Section 107(b) of the JOBS Act:

o If you have elected to opt out of the extended transition period for
complying with new or revised accounting standards pursuant to Section
107(b), include a statement that the election is irrevocable; or

o If you have elected to use the exte nded transition period for complying
with new or revised accounting standards under Section 102(b)(1), provide
a risk factor explaining that this election allows you to delay the adoption
of new or revised accounting standards that have different effective  dates
for public and private companies until those standards apply to private
companies.  Please state in your risk factor that, as a result of this election,
your financial statements may not be comparable to companies that
comply with public company eff ective dates.  Include a similar statement
in your critical accounting policy disclosures.

In addition, consider describing the extent to which any of these exemptions are available to
you as a smaller reporting company.

Description of Our Capital Stock,  page 6

2. Include a description of the warrants being offered on this registration statement.

Exhibit 5.1

3. We note the reference to warrants that form a part of any units in the first paragraph on page
three of the opinion.  Please explain whether you are registering units pursuant to the
registration statement.  If so, please revise the opinion to opine on the units, and revise the
prospectus to include a discussion of the units being offered on this registration statement and
to include the units in the f ee table.  In the alternative, please delete the refe rence to units in
the opinion.

Mr. Finn Helmer
LiqTech International, Inc.
June 26, 2014
Page 3

 Closing

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 infor mation tha t the Securities Act  and all
applicable  Securities 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 that  they h ave made.

Notwithsta nding our comments, if  you request acceleration of the effective date of the
pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to  delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of th e disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated  by the Commission or any person under the
federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act  and the  Securities Exchange Act  as they relate to the proposed public offering
of the s ecurities specified in t he registration statement.  Please allow adequate time for us to
review any amendment before  the requested effective date of the registration statement.

You may direct questions on comments and disclosure issues to Edward M.  Kelly, Senior
Counsel, at 202-551-3728 or Erin K. Jaskot, Staff Attorney,  at (202) 551 -3442.

Sincerely ,

       Erin K. Jaskot, for

Pamela A. Long
Assistant Director

Mr. Finn Helmer
LiqTech International, Inc.
June 26, 2014
Page 4

cc: Via E -Mail
 Clayton E. Parker, Esq.
 Matthew Ogurick, Esq.
 K&L Gates LLP
 200 South Biscayne Boulevard, Suite 3900
 Miami, FL 33131

September 18 , 2013

Via E-mail
Mr. Soren Degn, Chief Financial Officer
LiqTech International, Inc.
Industriparken 22C,
DK2750 Ballerup, Denmark

Re: LiqTech International, Inc.
 Form 10-K For the year ended December 31, 2012
Filed March 27, 2013
File No. 0 -53769

Dear Mr. Degn :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We u rge 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 all applicable rules require.

Sincerely,

 /s/ John Cash

John Cash
Branc h Chief

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LiqTech International, Inc.

Industriparken 22C

DK2750 Ballerup, Denmark

August 30, 2013

VIA EDGAR AND FACSIMILE

Attention: John Cash

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Tel: (202) 551-3291

Fax: (703) 813-6963

RE:          LiqTech International, Inc. (the “Company”)

Form 10-K For the year ended December 31, 2012

Filed March 27, 2013

Form 10-Q for the quarter ended June 30, 2013

Filed August 14, 2013

File No. 0-53769

Dear Mr. Cash:

We are providing the Company’s responses to the U.S. Securities and Exchange Commission (the “Commission”) comment letter dated August 19, 2013 regarding the Company’s Form 10-K for the year ended December 31, 2012 as filed with the Commission on March 27, 2013 (the “Form 10-K”) and the Company’s Form 10-Q for the quarter ended June 30, 2013 as filed with the Commission on August 14, 2013 (the “Form 10-Q”). The Company’s responses to the Commission’s letter, provided below, are in identical numerical sequence. For the convenience of the Commission, each comment is repeated verbatim with the Company’s response immediately following.

Form 10-K for the year ended December 31, 2012

General

COMMENT 1:

We note that on March 27, 2013 the company publicly announced the appointment of Mr. Helmer as the company’s new CEO. However, we note that no Form 8-K was filed in compliance with Item 5.02(c) of Form 8-K. Please advise, and in the future ensure the timely filing of applicable Exchange Act reports.

John Cash, Branch Chief

U.S. Securities and Exchange Commission

August 30, 2013

Page 2

RESPONSE:

The Company acknowledges that it did not timely disclose the appointment of Mr. Helmer as the Company’s new CEO, however the Company did make such disclosure in Item 5 of the Form 10-Q. The Company also acknowledges the Commission’s comment above and will ensure the timely filing of applicable Exchange Act reports in the future.

Risk Factors, page 12

Historically, we have been dependent on a few major customers for a significant portion of our company’s revenue…, page 15

COMMENT 2:

It appears that allowance for doubtful accounts for fiscal year 2012 increased significantly compared to the prior period. We also note your page 30 disclosure stating that one of your major customers had the court appoint a receiver. In future filings, please expand your risk factor disclosure to address credit risks related to your customers as well as quantify possible “material adverse effect on [y]our operations” due to loss of a significant customer or due to reduced demand for your products. Your future MD&A disclosure should also address how your customers’ credit impacts your results of operations.

RESPONSE:

The Company acknowledges the Commission’s comment above and will expand its risk factor disclosure to address credit risks related to its customers as well as quantify possible material adverse effects on its operations due to loss of a significant customer or due to reduced demand for its products. The Company’s future MD&A disclosure will also address how its customers’ credit impact the Company’s results of operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 22

Expenses, page 24

COMMENT 3:

We note that cost of goods sold as a percentage of sales increased by 12% from 2011 to 2012, but no indication is given as to the cause of this increase. Similarly, you provide no qualitative or quantitative disclosure with respect to the underlying factors driving the increase in operating and selling expenses. For example, what was the increased investment in sales resources with respect to Germany and Singapore as your new primary markets? Please ensure that in future filings you identify and quantify the factors having a material impact on your operating results. Supplementally please show us what this disclosure would have looked like for fiscal 2012.

RESPONSE:

The Company respectfully submits that the table on page 24 of the Form 10-K states that cost of goods sold in 2012 equaled $14,217,713, or 84% of revenue, and cost of goods sold in 2011 equaled $16,164,366, or 76% of revenue, which is a decrease of $1,946,953, or 12%. In cost of sales we reported “fixed” costs such as depreciations and allocated rent, so cost of sales will normally increase as a percentage of total sales when sales decrease, which is the case when comparing 2012 with 2011.

John Cash, Branch Chief

U.S. Securities and Exchange Commission

August 30, 2013

Page 3

With respect to operating and selling expenses, the Company acknowledges the Commission’s comment and respectfully submits the following as what the disclosure would have looked like for fiscal 2012 under the selling and marketing and general and administrative expenses sections, respectively, in response to the Commission’s comment:

“Selling expenses for the year ended December 31, 2012 were $2,434,541 compared to $1,484,992 for the same period in 2011, representing an increase of $949,549 or 63.9%. This increase is attributable to an increase in costs in general, the increase in investment in our sales resources and investment of approximately $450,000 in new markets primarily in Germany and Singapore. While we believe that increased investment in sales may produce attractive returns for the Company, profitability from such investments will likely take several fiscal quarters to be realized.”

“General and administrative expenses for the year ended December 31, 2012 were $3,421,658 compared to $1,943,333 for the same period in 2011, representing an increase of $1,478,325, or 76.1%. This increase is mainly attributable to an increase of approximately $440,000 in expenses related to being a U.S. public company and during the year ended December 31, 2012, the Company also added an additional $1,078,365 to its bad debt reserve compared to $205,275 for the same period in 2011. Included in the year ending December 31, 2012 is $120,498 of non-cash compensation expense for options granted to employees and management compared to $123,984 for year ended December 31, 2011.”

Significant Accounting Policies and Critical Accounting Estimates, page 29

Accounts Receivable / Long Term Receivable / Allowance for…page 30

COMMENT 4:

We note that you have established an allowance of $700,000 for one customer who had a court appointed receiver. Please tell us whether you have any remaining receivables on your balance sheet related to this customer and if so, how much.

RESPONSE:

In response to the Commission’s comment above, no balance was remaining on the balance sheet relating to this customer. The total receivable was $830,000, of which $700,000 was provided for and $130,000 was insured by a debt insurance company and subsequently has been fully received by such insurance company.

John Cash, Branch Chief

U.S. Securities and Exchange Commission

August 30, 2013

Page 4

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure, page 34

COMMENT 5:

You state that a letter from PSH is incorporated by reference as Exhibit 16. We note that there is no Exhibit 16 listed in the exhibit index. Please advise.

RESPONSE:

On August 25, 2011 the Company filed the PSH letter in its Current Report on Form 8-K as Exhibit 16.1 and acknowledges that the Company erroneously omitted in the exhibit index in its Form 10-K an incorporation by reference to said Exhibit 16 to the Form 8-K. The Company will ensure that it properly incorporates by reference the Exhibit 16 in all applicable future filings.

Executive Compensation, page 40

Compensation of Directors, page 43

COMMENT 6:

In future filings please revise your disclosure to include Mr. Petersen’s compensation as Chairman of the Board, in the director compensation table in accordance with Item 402(r) of Regulation S-K. Please note that Mr. Petersen’s compensation pursuant to the Bonus and Services Agreements must be presented in the “All Other Compensation” column. See Item 402(r)(2)(vii) of Regulation S-K. Please show us supplementally what this disclosure would have looked like for fiscal year 2012.

RESPONSE:

The Company acknowledges the Commission’s comment above and will, in future filings, revise its disclosure to include Mr. Petersen’s compensation as Chairman of the Board in the director compensation table in accordance with Item 402(r) of Regulation S-K. The Company also acknowledges that Mr. Petersen’s compensation pursuant to the Bonus and Services Agreements must be presented in the “All Other Compensation” column. Exhibit A attached hereto sets forth what the disclosure would have looked like for fiscal year 2012.

Notes to Consolidated Financial Statements

Note 10 - Income Taxes, page F-16

COMMENT 7:

We note that management has estimated that all of the deferred tax assets will be realized and consequently, a valuation allowance was not recorded and we note that you have recently experienced tax losses. Please tell us and revise future filings to disclose what positive and negative evidence you have utilized to determine that a valuation allowances is not necessary and specifically address the recent losses in your discussion. Please refer to ASC Topic 740-10-30.

John Cash, Branch Chief

U.S. Securities and Exchange Commission

August 30, 2013

Page 5

RESPONSE:

Management estimates that it is more likely than not that the Company will generate adequate net profits to use the deferred tax assets; management has estimated that all of the deferred tax will be realized and consequently, a valuation allowance was not recorded.  According to the Company’s expectations, we estimated losses in 2012 and 2013 due to our planned investments in new products and sales and marketing. We are a Company with new products and the sales cycle can take 3 years from the date that the customer starts testing to the first commercial sales date. Due to the number of tests we have ongoing we believe that over time, we will be able to use our taxable loss.

Note 13 - Stockholders’ Equity, page F-18

Common Stock Purchase Warrants, page F-19

COMMENT 8:

Please tell us whether your stock warrants can be settled in cash.

RESPONSE:

In response to the Commission’s comment, the Company’s stock warrants may not be settled for cash.

With respect to the March 7, 2017 warrant (the form of which is referenced as Exhibit 4.1 to the Company’s Form 8-K as filed with the Commission on March 8, 2012), Section 8.10 therein states that in no event will the holder be entitled to receive a net-cash settlement as liquidated damages in lieu of physical settlement in shares of common stock.

With respect to the December 31, 2016 warrants (the form of which is referenced as Exhibit 4.2 to the Company’s Form 8-K as filed with the Commission on August 25, 2011), for the abundance of clarity, it should be noted that (i) with respect to any fraction of a share which the holder would otherwise be entitled to purchase upon exercise, the Company shall, at its election, pay a cash adjustment in respect of such final fraction and (ii) if the warrants are exercised subsequent to the occurrence of a Fundamental Transaction (as defined in Section 2(iii) of the warrant) whereby holders of common stock are entitled to receive cash for their shares of common stock, then the holders of the warrant shall also have the right to receive cash in lieu of shares of common stock upon exercise of the warrant.

Form 10-Q for the quarter ended June 30, 2013

Consolidated Statement of Cash Flows, page 8

John Cash, Branch Chief

U.S. Securities and Exchange Commission

August 30, 2013

Page 6

COMMENT 9:

Please revise future cash flow statements to begin with Net Income rather than Net Income Attributable to LiqTech. Refer to ASC Topic 230-10-45.

RESPONSE:

The Company acknowledges the Commission’s comment above and will revise future cash flow statements to begin with Net Income rather than Net Income Attributable to LiqTech.

The Company acknowledges that:

●

The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

●

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; 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.

We trust this response satisfactorily responds to your request. Should you require further information, please contact Clayton E. Parker, Esq. of K&L Gates LLP at (305) 539-3300.

Sincerely,

/s/ Soren Degn

Soren Degn
Chief Financial Officer

 cc: Clayton E. Parker, Esq., K&L Gates LLP

John Cash, Branch Chief

U.S. Securities and Exchange Commission

August 30, 2013

Page 7

EXHIBIT A

Name and

Principal Position

Year

Salary

($)(1)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)(2)

Nonequity

Incentive

Plan

Compensation

Nonqualified

Deferred

Compensation

Earnings

All other compensation

Total

($)

Lasse Andreassen,

2012

$
212,048

—

—

$
118,167

—

—

$
21,205
(4)

$
351,420

Chief Executive Officer (3)

2011

$
104,428

—

—

$
3,139

—

—

$
7,832
(4)

$
115,399

2010

147,438

—

—

—

—

—

—

147,438

Donald S. Debelak,

2012

163,505

—

—

70,900

—

—

—

234,405

Former Head of U.S. Operations (6)

2011

162,000

—

—

2,485

—

—

—

164,485

2010

162,000

—

—

—

—

—

—

162,000

Soren Degn,

2012

180,241

—

—

70,900

—

—

18,024
(4)

269,165

Chief Financial Officer (5)

2011

64,397

—

—

2,616

—

—

—

67,013

2010

—

—

—

—

—

—

—

—

Aldo Petersen,

2012

—

—

—

—

—

—

82,615

82,615

Chairman

2011

—

—

—

—

—

—

—

—

2010

—

—

—

—

—

—

—

—

Option Awards

Stock Awards

Name

Number of

Securities

Underlying

Unexercised

Exercisable

Number of

Securities

Underlying

Unexercised

Unexercisable

Equity

Incentive

Plan

Awards:

No. of

Securities

Underlying

Unexercised

Unearned

Options

Option

Exercise

Price

Option

Expiration

Date

Number

of Shares

or Units

of Stock

That Have

Not Vested

Market

Value of

Shares

or Units

of Stock

That

Have Not

Vested

Equity

Incentive

Plan

Awards:

Number of

Unearned

Shares,

Units, or

Other

Rights That

Have Not

Vested

Equity

Incentive

Plan Awards:

Market or

Payout

Value of

Unearned

Shares,

Units, or

Other Rights

That Have

Not Vested

Lasse Andreassen

180,000

—

60,000

$
3.00

02/28/15

—

—

—

—

60,000

—

20,000

$
1.50

02/28/15

—

—

—

—

97,332

—

64,888

$
3,28

02/22/15

—

—

—

—

Soren Degn

150,000

—

50,000

$
3.00

02/28/15

—

—

—

—

50,000

—

16,667

$
1.50

02/28/15

—

—

—

—

58,399

38,933

3.28

02/22/15

Aldo Petersen

1,90000

—

1,900,000

$
1.50

08/23/16

—

—

—

—

August 19, 2013

Via E-mail
Mr. Soren Degn, Chief Financial Officer
LiqTech International, Inc.
Industriparken 22C,
DK2750 Ballerup, Denmark

Re: LiqTech International, Inc.
 Form 10-K For the year ended December 31, 2012
Filed March 27, 2013
Form 10 -Q for the quarter ended June 30, 2013
Filed August 14, 2013
File No. 0 -53769

Dear Mr. Degn :

We have reviewed your filing s 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 respond to this letter within ten 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 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 year ended December 3 1, 2012

General

1. We note that on March 27, 2013 the company publicly announced the appointment of Mr.
Helmer as the company’s new CEO.  However, we note that no Form 8 -K was filed in
compliance  with Item 5.02(c) of Form 8 -K.  Please advise, and in the fut ure ensure the
timely filing of applicable Exchange Act reports.

Mr. Soren Degn
LiqTech International, Inc.
August 19, 2013
Page 2

 Risk Factors, page 12

Historically, we have been dependent on a few major customers for a significant portion of our
company’s revenue…, page 15

2. It appears that allowance for doubtful acco unts for fiscal year 2012 increased
significantl y compared to the prior period.   We also note your page 30 disclosure stating
that one of your major customers ha d the court appoint a receiver.   In future filings,
please expand your risk factor disclosure t o address credit risks related to your customers
as well as quantify possible “material adverse effect on [y]our operations” due to loss of a
significant customer or due to re duced demand for your products.   Your future MD&A
disclosure should also address how your customers’ credit impacts your results of
operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
22

Expenses, page 24

3. We note that cost of goods sold as a percentage of sales increased by 12% from 2011 to
2012, but no indication is given as  to the cause of this increase.   Similarly, you provide
no qualitative or quantitative disclosure with respect to the underlying facto rs driving the
increase in operating and selling expenses.   For example, what was the increased
investment in sales resources with respect to Germany and Singapor e as y our new
primary markets?   Please ensure that in future filings you identify and quantif y the factors
having a material imp act on your operating results.   Supplementally please show us what
this disclosure would have looked like for fiscal 2012.

Significant Accounting Policies and Critical Accounting Estimates, page 29

Accounts Receivable / Long Term Receivable / Allowance for…page 30

4. We note that you have established an allowance of $700,000 for one customer who had a
court appointed receiver.  Please tell us whether you have any remaining receivables on
your balance sheet rela ted to this customer and if so, how much.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure, page
34

5. You state that a letter from PSH is incorpora ted by reference as Exhibit 16.   We note that
there is no Exhibit 16 list ed in the exhibit index.   Please advise.

Mr. Soren Degn
LiqTech International, Inc.
August 19, 2013
Page 3

 Executive Compensation, page 40

Compensation of Directors, page 43

6. In future filings please revise your disclosure to include Mr. Petersen’s compensation as
Chairman of the Board, in the director compensation tab le in accordance with  Item 402(r)
of Regulation S -K.  Please note that Mr. Petersen’s compensation pursuant to the Bonus
and Services Agreements must be presented in the “ All Other Compensation” column.
See Item 40 2(r)(2)(vii) of Regulation S -K.  Please s how us supplementally what this
disclosure would have looked like for fiscal year 2012.

Notes to Consolidated Financial Statements

Note 10 – Income Taxes, page F -16

7. We note that management has estimated that all of the deferred tax assets will be realiz ed
and consequently, a valuation allowance was not recorded and we note that you have
recently experienced tax losses.  Please tell us and revise future filings to disclose what
positive and negative evidence you have utilized to determine that a valuation  allowances
is not necessary and specifically address the recent losses in your discussion.  Please refer
to ASC Topic 740-10-30.

Note 13 – Stockholders’ Equity, page F -18

Common Stock Purchase Warrants, page F -19

8. Please tell us whether your stock warrants can be settled in cash.

Form 10 -Q for the quarter ended June 30, 2013

Consolidated Statement of Cash Flows, page 8

9. Please revise future cash flow statements to begin with Net Income rather than Net
Income Attributable to LiqTech.  Refer to ASC Topic 230 -10-45.

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 all applica ble 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 t he disclosures they have made.

Mr. Soren Degn
LiqTech International, Inc.
August 19, 2013
Page 4

 In responding to our 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
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.

You may contact  Mindy Hooker  at (202) 551 -3732  if you have questions regarding
comments  on the financial statements and related matters.  Please contact  Leland Benton  at (202)
551-3791 or me at (202) 551 -3768  with any other questions.

Sincerely,

 /s/ John Cash

John Cash
Branch Chief

CORRESP
1
filename1.htm

LIQTECH INTERNATIONAL, INC.

Industriparken 22C

2750 Ballerup, Denmark

February
10, 2012

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Craig E. Slivka, Esq.

    RE:
    LiqTech International, Inc.

    Registration Statement on Form S-1 (Registration No. 333-178837)

    Acceleration Request

Dear Mr. Slivka:

Pursuant to Rule 461
of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, LiqTech International, Inc. (the “Company”)
hereby respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-1 be accelerated to
Monday, February 13, 2012, at 4:30 p.m. Eastern Time, or as soon as practicable thereafter.

The Company acknowledges
that:

 · should the Securities and Exchange Commission (the “Commission”) or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The cooperation of
the staff in meeting the timetable described above is very much appreciated.

[Remainder of Page Intentionally Left
Blank]

Any questions regarding
this request should be addressed to Jeffrey P. Schultz, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., at (212)
692-6732.

    Very truly yours,

    LiqTech International, Inc.

    /s/ Soren Degn

    By: Soren Degn

    Its:  Chief Financial Officer

    cc:
    Securities and Exchange Commission (Pamela A. Long, Esq., Assistant Director)

    LiqTech International, Inc. (Messrs. Aldo Petersen, Lasse Andreassen and Soren Degn)

    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (Kenneth R. Koch, Esq. and Bryan Yoon, Esq.)

CORRESP
1
filename1.htm

        Jeffrey P. Schultz | 212
        692 6732 | jpschultz@mintz.com

        Chrysler
        Center

        666
        Third Avenue

        New York,
        NY 10017

        212-935-3000

        212-983-3115
        fax

        www.mintz.com

February 8, 2012

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Mail Stop 3561

Washington, D.C. 20549

Re:  LiqTech International, Inc.

Registration Statement on Form S-1

Filed on December 30, 2011

File No.333-178837

Ladies and Gentlemen:

On behalf of LiqTech International, Inc.
(the “Company”), we hereby file with the Securities and Exchange Commission (the “Commission”)
Amendment No. 2 to the Company’s Registration Statement on Form S-1 (the “Registration Statement”), as
initially filed with the Commission on December 30, 2011 and as amended on January 27, 2012. We are delivering clean and marked
complete courtesy copies of Amendment No. 2 to the Registration Statement (the “Amendment”) to each of Pamela
A. Long, Edward M. Kelly and Craig E. Slivka of the Commission.

Set forth below are the Company’s
responses to the Commission’s comments given by letter (the “Comment Letter”), dated February 1, 2012,
from Pamela A. Long, Assistant Director. The responses are numbered to correspond to the comments, as set forth in the Comment
Letter, which, for convenience, we have incorporated into this response letter.

Summary Compensation Table, page 50

 1. We note that you have deleted the compensation data for 2009. You are required to include information for 2009 because that
information previously was required to be provided in response to a Commission filing requirement. See Instruction 1 to Item 402(n)
of Regulation S-K, and revise.

Response: The Company acknowledges the Commission’s
comment, and the disclosure in the Amendment has been revised in response thereto.

Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C.

Boston
| Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London

Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.

February 8, 2012

Page 2

Exhibit Index

 2. Delete the words “Form of” from the description of exhibit 5.1.

Response: In response to the Commission’s comment,
the words “Form of” have been deleted from the description of Exhibit 5.1.

*	*	*	*

We intend to request acceleration of
the effectiveness of the Registration Statement following clearance of the Staff’s review of our filing.

Please call the undersigned at (212)
692-6732 with any comments or questions regarding the Amendment and please send a copy of any
written comments to the following parties:

Kenneth R. Koch, Esq.

Jeffrey P. Schultz, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C.

666 Third Avenue

New York, NY 10017

Phone: (212) 935-3000

Fax: (212) 983-3115

Very truly yours,

	/s/	Jeffrey P. Schultz

	Jeffrey P. Schultz

 cc: Securities and Exchange Commission (Pamela A. Long, Esq., Assistant Director)

  LiqTech International, Inc. (Messrs. Aldo Petersen, Lasse Andreassen and Soren Degn)

  Sunrise Securities Corp. (Mr. Nathan Low)

Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C. (Bryan Yoon, Esq.)

  Richardson & Patel, LLP (David N. Feldman, Esq. and Peter DiChiara, Esq.)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

              DIVISION OF
         CORPORATION FINANCE

 February 1, 2012
 Via E-mail

Mr. Soren Holmstrom Degn Chief Financial Officer LiqTech International, Inc. Industriparken 22C
2750 Ballerup, Denmark

Re: LiqTech International, Inc.
Amendment 1 to Registration  Statement on Form S-1
Filed January 27, 2012 File No. 333-178837

Dear Mr. Degn:
We reviewed the filing and have the comments below.
Summary Compensation Table, page 50

 1. We note that you have deleted the compensation data for 2009.  You are required to include
information for 2009 because that information previously was required to be provided in response to a Commission filing requirement.  See
 Instruction 1 to Item  402(n) of Regulation
S-K, and revise.
 Exhibit Index

 2. Delete the words “Form of” from the description of exhibit 5.1.

Closing

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 that the Securities Act and all
applicable Securities Act rules require.  Since the company and its management are in possession
of all facts relating to a company’s disclosu re, they are responsible for the accuracy and
adequacy of the disclosures that they have made.

Mr. Soren Holmstrom Degn
LiqTech International, Inc. February 1, 2012 Page 2
 Notwithstanding our comments, if you request a cceleration of the effective date of the
pending registration statement please provide  a written statement from the company
acknowledging that:
 Should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing.

 The action of the Commission or the staff, acting pursuan t to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequ acy and accuracy of the disclosure in the filing.
 The company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
 Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of th eir responsibilities under the
Securities Act and the Securities Ex change Act as they relate to the proposed public offering of
the registered securities.
You may contact Edward M. Kelly at (202) 551-3728 or Craig E. Slivka at (202) 551-
3729 with any questions.
Very truly yours,

/s/ Craig E. Slivka, for   Pamela A. Long Assistant Director
 cc: Via E-mail

 Kenneth Koch, Esq.  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.  666 Third Avenue  New York, NY 10017

CORRESP
1
filename1.htm

        Jeffrey P. Schultz | 212 692
        6732 | jpschultz@mintz.com

        Chrysler
        Center

        666 Third
        Avenue

        New York,
        NY 10017

        212-935-3000

        212-983-3115
        fax

        www.mintz.com

January 27, 2012

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Mail Stop 3561

Washington, D.C. 20549

Re:
LiqTech International, Inc.

Registration Statement on Form S-1

Filed on December 30, 2011

File No.333-178837

Ladies and Gentlemen:

On behalf of LiqTech International, Inc. (the
“Company”), we hereby file with the Securities and Exchange Commission (the “Commission”)
Amendment No. 1 to the Company’s Registration Statement on Form S-1 (the “Registration Statement”), as
initially filed with the Commission on December 30, 2011. We are delivering clean and marked complete courtesy copies of the Amendment
No. 1 to the Registration Statement (the “Amendment”) to each of Pamela A. Long, Edward M. Kelly and Craig E.
Slivka of the Commission.

Set forth below are the Company’s responses
to the Commission’s comments given by letter (the “Comment Letter”), dated January 25, 2012, from Pamela
A. Long, Assistant Director. The responses are numbered to correspond to the comments, as set forth in the Comment Letter, which,
for convenience, we have incorporated into this response letter.

General

1.
Before the registration statement’s effectiveness, arrange for a representative of the Financial Industry Regulatory
Authority or FINRA to call us to confirm that FINRA has completed its review and has no additional concerns about the placement
agent arrangements. Alternatively, provide us a copy of the confirmation letter that you receive from FINRA.

Response: The Company acknowledges the Commission’s
comment. Either the Company or Sunrise Securities Corp., the placement agent for the transaction, or one of their respective legal
counsels will arrange for a confirmatory call from a representative of FINRA or, alternatively, the delivery of a copy of the “no
objections” letter.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C.

Boston
| Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London | Israel

Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C.

January 27, 2012

Page 2

Registration Statement’s Facing Page

2.
Although it appears that the securities being registered are to be offered on a delayed or continuous basis under Rule 415,
the applicable box was not checked. Please revise.

Response: The Company has revised the Registration Statement
to check the box for Rule 415 offerings.

Prospectus’ Cover Page

3.
Please include the number of shares being offered because the principal amount of securities to be offered is not price-related
information or a term of the security dependent upon the offering date, and therefore such amount cannot be omitted from the registration
statement in reliance on Rule 430A(a). Please see Question 227.02 in the Securities Act section of the Division of Corporation
Finance’s Compliance and Disclosure Interpretations on the Commission’s website.

Response: The Company acknowledges the Commission’s
comment and respectfully submits that the number of shares will be included in the next amendment to the Registration Statement.

Risk Factors, page 10

4.
We note the statement “Risks and uncertainties in addition to those we describe below...may also harm our business
and operations.” Since LiqTech International, Inc. or LiqTech is required to disclose all risks that it believes are material
at this time, please delete the statement.

Response: The Company has deleted the sentence referred to
in the Commission’s comment.

Factors and Trends Affecting Our Performance, page 24

5.
Disclosure indicates that the demand for DPFs and SiC Filters in North America has been increasing due to new governmental
mandates and that LiqTech expects this trend to continue in the near term. Clarify what period of time the phrase “near term”
encompasses, and indicate whether LiqTech expects the same level of demand to continue during that period of time. We note the
disclosure that LiqTech’s net sales for the three months ended September 30, 2011 compared to the same period in 2010 increased
62.3% and that LiqTech’s net income for the three months ended September 30, 2011 compared to the same period in 2010 increased
497.0%.

Response: The Company respectfully advises the Commission
that the phrase “near term” refers to the period continuing until the end of fiscal 2012, and the disclosure in the
Amendment has been revised in response to the Commission’s comment.

Summary Compensation Table, page 46

6.
Provide compensation data for the fiscal year ended December 31, 2011. For guidance you may wish to refer to Question 117.05
in the Regulation S-K section of our Compliance and Disclosure Interpretations available on the Commission’s website.

Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C.

January 27, 2012

Page 3

Response: The Company acknowledges the Commission’s
comment, and the Executive Compensation disclosure in the Amendment has been revised in response thereto.

Appendix A and Appendix B

7.
Confirm that the materials were not used before the registration statement’s filing to solicit interest in the offering.

Response: The Company confirms that such materials were not
used to solicit interest in the offering prior to the filing of the Registration Statement.

Undertakings, page II-2

8.
Provide the undertaking required by Item 512(h) of Regulation
S-K.

Response: In response to the Commission’s comment,
the Company has included such undertaking in the Amendment.

9.
Since the undertakings under (4)(i) and (6) are inapplicable to this offering, please delete.

Response: Such undertakings have been deleted in the Amendment
in accordance with the Commission’s comment.

Signatures

10.
LiqTech’s principal accounting officer or controller also must sign the registration statement. Further, any person
who occupies more than one of the specified positions, for example, principal financial officer and principal accounting officer
or controller, must indicate each capacity in which he signs the registration statement. See Instructions 1 and 2 for signatures
on Form S-1, and revise.

Response: In response to the Commission’s comment,
the Amendment reflects that Soren Degn is both the Principal Financial Officer and the Principal Accounting Officer of the Company.

Exhibit 5.1

11.
We note that you intend to file by amendment the legality opinion. Allow us sufficient time to review the legality opinion
before requesting acceleration of the registration statement’s effectiveness. Note that an executed legality opinion is required
as an exhibit before the registration statement’s effectiveness.

Response: The Company’s counsel has filed its Exhibit
5 opinion as an exhibit to the Amendment.

Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C.

January 27, 2012

Page 4

*              *              *              *

We intend to request acceleration of the effectiveness
of the Registration Statement following clearance of the Staff’s review of our filing.

Please call the undersigned at (212) 692-6732
with any comments or questions regarding the Amendment and please send a copy of any written
comments to the following parties:

Kenneth R. Koch, Esq.

Jeffrey P. Schultz, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C.

666 Third Avenue

New York, NY 10017

Phone: (212) 935-3000

Fax: (212) 983-3115

    Very truly yours,

    /s/     Jeffrey
    P. Schultz

    Jeffrey P. Schultz

cc:
Securities and Exchange Commission (Pamela A. Long, Esq., Assistant Director)

LiqTech International, Inc. (Messrs. Aldo Petersen, Lasse Andreassen and Soren Degn)

Sunrise Securities Corp. (Mr. Nathan Low)

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (Bryan Yoon, Esq.)

Richardson & Patel, LLP (David N. Feldman, Esq. and Peter DiChiara, Esq.)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

              DIVISION OF
         CORPORATION FINANCE

  January 25, 2012
 Via E-mail

Mr. Soren Holmstrom Degn Chief Financial Officer LiqTech International, Inc. Industriparken 22C
2750 Ballerup, Denmark

Re: LiqTech International, Inc.
Registration Statement on Form S-1 Filed December 30, 2011 File No. 333-178837

Dear Mr. Degn:
We have limited our review of your registrati on statement to those issues that we have
addressed in our comments.  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 by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your regi stration statement and the information that
you provide in response to these comment s, we may have additional comments.
 General

 1. Before the registration statement’s effectiveness,  arrange for a representa tive of the Financial
Industry Regulatory Authority or FINRA to call us to confirm that FINRA has completed its
review and has no additional concerns a bout the placement agent arrangements.
Alternatively, provide us a copy of the conf irmation letter that you receive from FINRA.

Mr. Soren Holmstrom Degn
LiqTech International, Inc. January 25, 2012 Page 2
 Registration Statement’s Facing Page

 2. Although it appears that the secu rities being registered are to  be offered on a delayed or
continuous basis under Rule 415, the applicab le box was not checked.  Please revise.
 Prospectus’ Cover Page

 3. Please include the number of shares being offe red because the principal amount of securities
to be offered is not price-related informati on or a term of the security dependent upon the
offering date, and therefore such amount cannot be omitted from the registration statement in
reliance on Rule 430A(a).  Please see Questi on 227.02 in the Securities Act section of the
Division of Corporation Finance’s Complian ce and Disclosure Interpretations on the
Commission’s website.
 Risk Factors, page 10

 4. We note the statement “Risks and uncertainties in addition to those we describe below…may
also harm our business and operations.”  Since LiqTech International, Inc. or LiqTech is
required to disclose all risks that it believes ar e material at this time, please delete the
statement.

Factors and Trends Affecting Our Performance, page 24

 5. Disclosure indicates that the demand for DPFs and SiC Filters in North America has been
increasing due to new governmental mandates and that LiqTech expects this trend to
continue in the near term.  Clarify what pe riod of time the phrase “near term” encompasses,
and indicate whether LiqTech expects the same  level of demand to continue during that
period of time.  We note the disclosure that LiqTech’s net sales for the three months ended
September 30, 2011 compared to the same period in 2010 increased 62.3% and that LiqTech’s net income for the three months ended September 30, 2011 compared to the same
period in 2010 increased 497.0%.
 Summary Compensation Table, page 46

 6. Provide compensation data for the fiscal year ended December 31, 2011.  For guidance you
may wish to refer to Question 117.05 in the Regulation S-K section of our Compliance and
Disclosure Interpretations available on the Commission’s website.

Mr. Soren Holmstrom Degn
LiqTech International, Inc. January 25, 2012 Page 3
 Appendix A and Appendix B

 7. Confirm that the materials were not used befo re the registration stat ement’s filing to solicit
interest in the offering.
Undertakings, page II-2

 8. Provide the undertaking required by Item 512(h) of Regulation S-K.
 9. Since the undertakings under (4 )(i) and (6) are inapplicable to this offering, please delete.
 Signatures

 10. LiqTech’s principal accounting offi cer or controller also must si gn the registration statement.
Further, any person who occupies more than one of the specified positions, for example, principal financial officer and principal accountin g officer or controller,  must indicate each
capacity in which he signs the registration statement.  See
 Instructions 1 and 2 for signatures
on Form S-1, and revise.
 Exhibit 5.1

11. We note that you intend to file by amendment th e legality opinion.  Allow us sufficient time
to review the legality opinion before requesti ng acceleration of the registration statement’s
effectiveness.  Note that an executed legality  opinion is required as an exhibit before the
registration statement’s effectiveness.
 Closing

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 that the Securities Act and all
applicable Securities Act rules require.  Since the company and its management are in possession
of all facts relating to a company’s disclosu re, they are responsible for the accuracy and
adequacy of the disclosures that they have made.
Notwithstanding our comments, if you request a cceleration of the effective date of the
pending registration statement please provide  a written statement from the company
acknowledging that:

Mr. Soren Holmstrom Degn
LiqTech International, Inc. January 25, 2012 Page 4
  Should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing.

 The action of the Commission or the staff, acting pursuan t to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequ acy and accuracy of the disclosure in the filing.
 The company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
 Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of th eir responsibilities under the
Securities Act and the Securities Ex change Act as they relate to the proposed public offering of
the registered securities.
You may contact Edward M. Kelly at (202) 551-3728 or Craig E. Slivka at (202) 551-
3729 with any questions.
Very truly yours,  /s/ Craig E. Slivka, for  Pamela A. Long
Assistant Director
 cc: Via E-mail

 Kenneth Koch, Esq.  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.  666 Third Avenue  New York, NY 10017

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

        November 29, 2011
 Via U.S. Mail

Mr. Lasse Andreassen Chief Executive Officer LiqTech International, Inc. Grusbakken 12 DK-2820 Gentofte, Denmark
 Re: LiqTech International, Inc., formerly Blue Moose Media, Inc.
  Current Report on Form 8-K   Filed August 25, 2011   File No. 0-53769

Dear Mr. Andreassen:
We have completed our review of the Form 8-K and related filings.  We remind you that
our comments or changes to disclosure in response to our comments do not foreclose the Commission from taking any action with respect to the company or the filings 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.  We urge all persons who are responsible for the accuracy and adequacy of the di sclosure in the filings to be certain that the
filings include the information the Securities Exchange Act of 1934 and all applicable rules require.
Sincerely,
        / s /  J a y  E .  I n g r a m
Jay E. Ingram Legal Branch Chief
 cc: Via Facsimile

 George Lander, Esq.  Morse, Zelnich, Rose & Lander, LLP  405 Park Avenue, Suite 1401  New York, NY 10022

CORRESP
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filename1.htm

SEC Letter

Morse, Zelnick, Rose & Lander

A LIMITED LIABILITY PARTNERSHIP

405 PARK AVENUE

NEW YORK, NEW YORK 10022-2605

212-838-1177

FAX – 212-838-9190

November 28, 2011

WRITER’S DIRECT LINE

(212) 838-4175

Mr. Jay E. Ingram, Legal Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

Re:

LiqTech Internationl, Inc., formerly Blue Moose Media, Inc.

Amendment 2 to Current Report on Form 8-K

Filed November 15, 2011

File No. 0-53769

Dear Mr. Ingram:

As counsel to LiqTech International, Inc., formerly Blue Moose Media, Inc. (the “Company”), we have prepared this letter on the Company’s behalf in response to the Staff’s comment letter dated November 23, 2011 (the “Comment Letter”) regarding the above-referenced Form 8-K/A (the “Current Report”).

For the convenience of the Staff’s review, we have set forth the comments contained in the Comment Letter above the Company’s response.

If you have any questions regarding the responses to your comments, please feel free to call me at the number indicated above.

Summary, page 1

1.

Please provide a more comprehensive description of your accounting for the sale of warrants.  In your response, please describe how you allocated proceeds to the shares of common stock and to the warrants and how you recorded each feature.

In connection with the August 24, 2011 merger between Liqtech USA, Inc. and a subsidiary of LiqTech International, Inc., LiqTech International, Inc. issued 6,500,000 warrants to purchase common shares at $1.50 per share.  The warrants expire on December 31, 2016 and can be settled in unregistered common shares.  The warrant holders do not have registration rights for either the warrants or the underlying shares.

LiqTech International, Inc. issued the warrants in exchange for the warrants issued by LiqTech USA, Inc. in its private placement wherein LiqTech USA, Inc. issued common shares and warrants for cash and receivables. The purchase price of the common shares and warrants was determined through negotiations between the parties.

LiqTech USA, Inc. determined the fair value of both the common stock and warrants. The fair value of the warrants was determined by the Black-Scholes method, because the warrants are a separate security and can be sold to third parties. As the warrants are allowed to be settled in unregistered common shares, the warrant holders do not have registration rights for either the warrants or the underlying shares, LiqTech USA, Inc. and LiqTech International, Inc. have sufficient shares to settle the warrants and the warrants have a specific number of shares to be settled at a fixed purchase price, no contingent liability is required to be reflected.

Page 2 of 2

LiqTech USA, Inc. allocated the proceeds received to the common stock and warrants based on their relative fair values.  The common stock and warrants were classified as equity as the warrant can be settled with unregistered common shares, LiqTech USA, Inc. and LiqTech International, Inc. have sufficient shares to settle the warrants and the warrants have a specific number of shares to be settled at a fixed purchase price in accordance with ASC Topic 505 and 815-40 formerly SFASs 150 and 133 and  EITF 00-19.

Cash Flows, page 16

2.

We note your disclosure indicating that there are longer payment terms for certain specific customers.  In future filings, please explain how you decide to grant longer payment terms and the potential impact on your liquidity.

In future filings, to the extent the Company grants longer payment terms to some of its customers, it will explain how it decided to grant longer payment terms and the potential impact on its liquidity.

As requested, the Company acknowledges 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 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.

Yours truly,

/s/ George Lander

George Lander

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

        November 23, 2011
 Via U.S. Mail

Mr. Lasse Andreassen Chief Executive Officer LiqTech International, Inc. Grusbakken 12 DK-2820 Gentofte, Denmark
 Re: LiqTech International, Inc., formerly Blue Moose Media, Inc.
  Amendment 2 to Current Report on Form 8-K   Filed November 15, 2011   File No. 0-53769

Dear Mr. Andreassen:
We reviewed the filing and have the comments below.
Summary, page 1

 1. Please provide a more comprehensive description of your accounting for the sale of warrants.
In your response, please describe how you allocated proceeds to the shares of common stock and to the warrants and how you recorded each feature.
 Cash Flows, page 16

 2. We note your disclosure indicating that there are longer payment terms for certain specific
customers.  In future filings, please explain how you decide to grant longer payment terms and the potential impact on your liquidity.

Mr. Lasse Andreassen
LiqTech International, Inc. November 23, 2011 Page 2
 You may direct questions on accounting comments to Melinda J. Hooker, Staff
Accountant, at (202) 551-3732 or W. John Cash, Accounting Branch Chief, at (202) 551-3768.
You may direct questions on other comments and di sclosure issues to Edward M. Kelly, Esq. at
202-551-3728 or me at (202) 551-3397 if you have any questions on the comments.
Very truly yours,
        / s /  J a y  E .  I n g r a m
Jay E. Ingram Legal Branch Chief
 cc: Via Facsimile

 George Lander, Esq.  Morse, Zelnich, Rose & Lander, LLP  405 Park Avenue, Suite 1401  New York, NY 10022

CORRESP
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filename1.htm

SEC Response Letter

Morse, Zelnick, Rose & Lander

A LIMITED LIABILITY PARTNERSHIP

405 PARK AVENUE

NEW YORK, NEW YORK 10022-2605

212-838-1177

FAX – 212-838-9190

November 14, 2011

WRITER’S DIRECT LINE

(212) 838-4175

Mr. Jay E. Ingram, Legal Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

Re:

Blue Moose Media, Inc.

Amendment 1 to Current Report on Form 8-K

File No. 0-53769 Filed October 11, 2011

Dear Mr. Ingram:

As counsel to Blue Moose Media, Inc. (the “Company”), we have prepared this letter on the Company’s behalf in response to the Staff’s comment letter dated October 20, 2011 (the “Comment Letter”) regarding the above-referenced Form 8-K/A (the “Current Report”).

For the convenience of the Staff’s review, we have set forth the comments contained in the Comment Letter above the Company’s response.

If you have any questions regarding the responses to your comments, please feel free to call me at the number indicated above.

Summary, page 1

1.

Please provide the accounting literature that you are referencing in your response to comment four of our letter dated September 21, 2011. Please also tell us how you have recorded the sale of these warrants.

The warrants referenced in the first and third paragraph were sold for cash in connection with the sale of the underlying common shares.  The proceeds from the sale of the unit was allocated to the warrants and underlying common stock in accordance with ASC Topic 505-10-25-2.

Description of Business, page 2

Our Operations, page 2

2.

We have read your response to comment 10 of our letter dated September 21, 2011. Please revise your filing to provide product line disclosures as required by ASC Topic 280-10-50-40.

See additional disclosure with regard to sales by product line set forth in the Section "Description of Business – Our Operations" and in Footnote 13 - Significant Customers / Concentration, to the unaudited consolidated financial statements for the six months ended June 30, 2011 and 2010 and the audited consolidated financial statements for the years ended December 31, 2011 and 2010.

Page 2 of 3

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 10

Results of Operations, page 10

June 30, 2011 Compared to June 30, 2010, page 12

3.

We note your response to comment 23 of our letter dated September 21, 2011; however, it does not appear that you have revised your disclosures as noted in your response. Please provide a more comprehensive discussion of the factors which led to changes in your operations. This comment also applies to all future periodic reports.

We have revised the document to provide a more comprehensive discussion.

Liquidity and Capital Resources, page 13

4.

Given that your lines of credit are due on demand, please enhance your disclosures to discuss the likelihood of the lines of credit being called and how you expect to meet such obligations if necessary.

We have so revised the document.

5.

We reissue comment 25 of our letter dated September 21, 2011. Please tell us what consideration Blue Moose has given to filing the standby line of credit agreements as exhibits to the Form 8-K.

We have filed these agreements as Exhibits 10.7 and 10.8.

Cash Flows, page 13

6.

We have read your updated disclosures in response to comment 26 of our letter dated September 21, 2011. Please further explain to us, and revise your policy for granting credit, how you determine the terms, and what your standard terms are. If there are situations where you grant terms other than your standard terms, please explain these circumstances.

Customers’ credit worthiness is reviewed and management approval is required before credit is granted.  The company’s general customer payment terms are 30-60 days with the products being shipped FOB Shipping Point.  Payment terms are determined by management at the time of the sales.  There are no discount for early payment except for one customer who has negotiated a 1.5% discount for payments received within 10 days.

Significant Accounting Policies, page 14

7.

The second paragraph on page 15 which begins "Company's best estimate of probable..." is not clear. Please revise to clearly indicate whether you are discussing the allowance for doubtful accounts or long-lived asset impairments.

This paragraph has been deleted as it is duplicative of the following paragraph.

Properties, page 17

8.

We considered the response to comment 28 of our letter dated September 21, 2011. It appears that the three leases may be material leases under Item 601(b)(10)(ii)(D) of Regulation S-K. If so, Blue Moose must file the leases as exhibits to the Form 8-K. Please revise or advise.

We have filed these agreements as Exhibits 10.4 through 10.6.

Section 16(a) Beneficial Ownership Reporting Compliance, page 21

9.

Refer to comment three of our letter dated September 21, 2011. Clarify the references to sections 12 and 16(a) of the "Securities Act."

We have so revised the document.

Page 3 of 3

Supplemental Disclosure of Non-Cash Investing and Financing Activities, page F-8

10.

We have read your response to comment 36 of our letter dated September 21, 2011. Please tell us how CoMeTas AS accounted for the return of its shares from the previous chief executive officer and how this impacted your accounting for your shares of CoMeTas AS.

At the time of issuing the shares to its former chief executive officer, CoMeTas AS recorded an approximately $280,039 receivable and issued the underlying shares.

The consolidated Liqtech AS financial statements recorded the underlying uncontrolled interest in equity and the proportionate shares of the result of operations from the time of issuance to surrender.

Upon the shares being contributed back to CoMeTas AS, it recorded a $280,039 decrease in accounts receivable, a $325,208 decrease in uncontrolled interest in subsidiary and a capital contribution of $45,169 for the difference which represents the result of operations attributable to the uncontrolled interest from the time of issuance to surrender.

Note 10 — Income Taxes, page F-15

11.

We note your response to comment 41 of our letter dated September 21, 2011; however your tables included on page F-15 appear to be unchanged. Please revise your filing accordingly. Supplementally, please also reconcile your tax at the U.S. statutory rate.

We have so amended Footnote 10 – Income Taxes.

As requested, the Company acknowledges 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 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.

Yours truly,

/s/ George Lander

George Lander

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

        October 20, 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.
  Amendment 1 to Current Report on Form 8-K   Filed October 11, 2011   File No. 0-53769

Dear Mr. Andreassen:
We reviewed the above-captioned filing and have the following comments.
 Summary, page 1

 1. Please provide the accounting literature that you are referencing in your response to
comment four of our letter dated September 21, 2011.  Please also tell us how you have recorded the sale of these warrants.

Description of Business, page 2

 Our Operations, page 2

 2. We have read your response to comment 10 of our letter dated September 21, 2011.  Please
revise your filing to provide product line di sclosures as required by ASC Topic 280-10-50-
40.

Mr. Lasse Andreassen
Blue Moose Media, Inc. October 20, 2011 Page 2
 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

 3. We note your response to comment 23 of our letter dated September 21, 2011; however, it
does not appear that you have revised your disclosures as noted in your response.  Please provide a more comprehensive discussion of the factors which led to changes in your operations.  This comment also applies to all future periodic reports.

Liquidity and Capital Resources, page 13

 4. Given that your lines of credit are due on demand, please enhance your disclosures to discuss
the likelihood of the lines of credit being called and how you expect to meet such obligations if necessary.
 5. We reissue comment 25 of our letter dated September 21, 2011.  Please tell us what
consideration Blue Moose has given to filing the standby line of credit agreements as exhibits to the Form 8-K.
 Cash Flows, page 13

 6. We have read your updated disclosures in response to comment 26 of our letter dated
September 21, 2011.  Please further explain to us, and revise your policy for granting credit, how you determine the terms, and what your standard terms are.  If there are situations where you grant terms other than your standard terms, please explain these circumstances.
 Significant Accounting Policies, page 14

 7. The second paragraph on page 15 which begins “Company’s best estimate of probable…” is
not clear.  Please revise to clearly indicate whether you are discussing the allowance for doubtful accounts or long-lived asset impairments.
 Properties, page 17

 8. We considered the response to comment 28 of our letter dated September 21, 2011.    It
appears that the three leases may be material leases under Item 601(b)(10)(ii)(D) of Regulation S-K.  If so, Blue Moose must file the leases as exhibits to the Form 8-K.  Please

Mr. Lasse Andreassen
Blue Moose Media, Inc. October 20, 2011 Page 3
 revise or advise.
 Section 16(a) Beneficial Ownership Reporting Compliance, page 21

 9. Refer to comment three of our letter dated September 21, 2011.  Clarify the references to
sections 12 and 16(a) of the “Securities Act.”
 Supplemental Disclosure of Non-Cash Investing and Financing Activities, page F-8

 10. We have read your response to comment 36 of our letter dated September 21, 2011.  Please
tell us how CoMeTas AS accounted for the return of its shares from the previous chief executive officer and how this impacted your accounting for your shares of CoMeTas AS.
 Note 10 – Income Taxes, page F-15

 11. We note your response to comment 41 of our letter dated September 21, 2011; however your
tables included on page F-15 appear to be unc hanged.  Please revise your filing accordingly.
Supplementally, please also reconcile your tax at the U.S. statutory rate.

You may direct questions on accounting comments to Melinda J. Hooker, Staff
Accountant, at (202) 551-3732 or W. John Cash, Accounting Branch Chief, at (202) 551-3768.
You may direct questions on other comments and di sclosure issues to Edward M. Kelly, Esq. at
202-551-3728 or me at (202) 551-3397 if you have any questions on the comments.
Very truly yours,
        / s /  J a y  I n g r a m
 Jay E. Ingram Legal Branch Chief
 cc: Via Facsimile

 George Lander, Esq.  Morse, Zelnich, Rose & Lander, LLP  405 Park Avenue, Suite 1401  New York, NY 10022

CORRESP
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filename1.htm

8-K/A1 SEC Response

MORSE, ZELNICK, ROSE & LANDER

A LIMITED LIABILITY PARTNERSHIP

405 PARK AVENUE

NEW YORK, NEW YORK 10022-2605

212-838-1177

FAX – 212-838-9190

October 11, 2011

WRITER’S DIRECT LINE

(212) 838-4175

Mr. Jay E. Ingram, Legal Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

Re:

Blue Moose Media, Inc.

Current Report on Form 8-K

Filed August 25, 2011

File No. 0-53769

Dear Mr. Ingram:

As counsel to Blue Moose Media, Inc. (the “Company”), we have prepared this letter on the Company’s behalf in response to the Staff’s comment letter dated September 21, 2011 (the “Comment Letter”) regarding the above-referenced Form 8-K (the “Current Report”).

For the convenience of the Staff’s review, we have set forth the comments contained in the Comment Letter above the Company’s response.

If you have any questions regarding the responses to your comments, please feel free to call me at the number indicated above.

General

1.

The EDGAR system reflects August 25, 2011 as “Date of report (Date of earliest event reported).” Please revise.

We have so revised the document.

Forward- Looking Statements, page iii

2.

Since Blue Moose Media, Inc. or Blue Moose 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, and replace the words “may not be available” with the words “are not available” in the second paragraph’s last sentence.

We have so revised the document.

3.

Please clarify the reference to the Securities Merger Act of 1934 here and to the Merger Act under “Section 16(a) Beneficial Ownership Reporting Compliance” on page 21.

We have so revised the document.

Page 2 of 9

Summary, page 1

4.

Please tell us how you are accounting for the warrants you reference in the first and third paragraphs of your summary. Please reference the appropriate authoritative guidance in your response.

The warrants referenced in the first and third paragraph were sold for cash in connection with the sale of underlying common shares.  The proceeds from the sale of the unit was allocated to the warrants and underlying common stock in accordance with ASC Topic

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 particularly to disclosure of all projections, statistics, and assertions. Note that Blue Moose 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 third party source for the information, please disclose whether the source is available publicly, represents the most recently available data, and remains reliable. To expedite our 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 appropriate location in the Form 8-K.

We have removed these projections, statistics and assertions from the document.

6.

Please disclose the distribution methods of Blue Moose’s products. See Item 101(h)(4)(ii) of Regulation S-K.

Please see revised disclosure added to final paragraph of "Description of Business – Overview".

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.

Please see additional disclosure added as "Competition" heading to Description of Business.

8.

Please state the duration or term of any 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 Trademark Office so that we may access the information online.

Please see additional disclosure added as second paragraph of "Description of Business – Overview".  As requested our patent application for Ceramic Dead End Filters in the United States has been assigned #12/937,643

Our Company, page 2

9.

The disclosure indicating that U.S. operations are located in Minneapolis, Minnesota is inconsistent with disclosure under “Properties” on page 16 that U.S. operations are located in White Bear Lake, Minnesota. Please reconcile the disclosures.

We have revised the document to reflect that our U.S. operations are located in White Bear Lake, Minnesota.

Page 3 of 9

Our Operations, page 2

10.

We note your disclosure that you have three 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 furniture to support ceramics during the firing process. Please tell us what consideration you have given to the guidance found in ASC Topic 280.

The Company has three different products Diesel Particulate Filters, Water Filters and Kiln Furniture, and different customers purchase these products. However, the Company’s management has not organized the operations in a manner wherein they would be considered to have three business or reportable segments. The manufacturing of these three products uses virtually the same production process and equipment.  The products are (i) manufactured from the same raw materials, (ii) extruded or cast, using the same machinery, (iii) fired in the same furnaces and (iv) coated using the same processes. While orders are usually shipped from the closest manufacturing location to reduce shipping cost, a particular order can be shipped from either Denmark or Minnesota.  In addition, the Company uses the same sales force to sell each of their products.

Management generally evaluates operating results at the sales order level not by product level. As the products are manufactured using the same raw materials, employees, process and equipment, management focus is in utilizing production process in a manner which it expects will be the most profitable. Management would be unable to allocate the assets i.e., equipment to the underlying products.

Management does not identify separate distinguishable reporting segments and thus has not included such disclosure in the Financial Statements or the Current Report.  To report such information would require the Company to sort and summarize revenue and manufacturing cost information by sale, determine the basis or cost elements to allocate other related operating expense and assets which would be costly to the Company and not provide management with any future benefit.

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.

We have no agreements with any suppliers other than standard purchase orders for each purchase made by the Company

12.

If applicable, please identify any principal supplier. See Item 101(h)(4)(v) of Regulation S-K. We note the risk factor disclosure on page 5 that there is a limited supply of silicon carbide available to Blue Moose.

We have added this disclosure.

Page 4 of 9

Sales, page 4

13.

Please disclose the amount of revenues attributable to each major customer during the past two fiscal years. We note the disclosure in note 13 to the financial statements on page F-19.

We have revised the disclosure under the "Sales" caption to reflect this information

14.

Please disclose whether you have entered into an agreement with any major customer, and, if so, tell us what consideration you have given to filing any agreement with a major customer as an exhibit to the Form 8-K. See Item 601(b)(10) of Regulation S-K.

We have no agreements with any customer other than customer purchase orders for each sale.

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 applicable, the extent to which the cost of the activities is borne directly by customers. See Item 101(h)(4)(x) of Regulation S-K.

We have revised the disclosure under the "Research and Development" caption to reflect this information.  None of these costs were borne directly by customers.

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 million grant from The Danish National Advanced Technology Foundation to develop a SiC-based membrane that can perform reverse osmosis.

We have revised the disclosure under the "Ceramic Silicon Carbide Membranes for Liquid Filtration " caption to reflect this information.

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 service of process within the United States or elsewhere against the company or these individuals and of bringing an original action against the company or these individuals within the United States or elsewhere.

We have added this as a Risk Factor.

Officers and directors may have conflicts of interests..., page 4

18.

Please disclose the amount of time that directors and officers dedicate to the company and its business.

We have revised to disclosure under this Risk Factor to reflect this information.

We have agreed to indemnification of officers and directors..., page 5; Insufficient funds to  develop our business, page 5; We face competition 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 Stock 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 have made changes to such headings where appropriate

Page 5 of 9

We rely on sub-contractors to meet current demand for our products..., page 6

20.

We note the disclosure that Blue Moose does not have sufficient manufacturing capacity to meet the current demand for its products and 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 are not party to any agreement with our subcontractor

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.

We have revised the disclosure under this Risk Factor to reflect this information.

Management’s Discussion and Analysis of Financial 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-GAAP financial measure, here and on page 12. Please revise your filing to include all of the required disclosures under Item 10 of Regulation S-K, or remove this measure from your filing.

We have removed this measure from our filing.

23.

Your disclosure quantifies the changes in revenues 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 changes in your operations. This comment also applies to your discussion of December 31, 2010 compared to December 31, 2009.

We have so revised the document to explain the reasons for these changes

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 covenants. 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 debt 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 and IV.C of the SEC Interpretive Release No. 33-8350.

As disclosed in the discussion of "Liquidity and Capital Resources" all of our lines of credit are due on demand and therefore, any covenants are irrelevant to our ability to maintain these lines of credit.

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.

See answer to Item 24.

Page 6 of 9

Cash Flows, page 13

26.

Your discussions of changes in cash flows provided by operating activities appear to merely repeat information found on your balance sheets. Please provide a more enhanced discussion related to the reasons for changes in your balance sheet captions, specifically current assets and current liabilities.

We have revised the disclosure to explain the reasons for these charges.

Significant Accounting Policies, page 14

27.

Please revise your disclosures to supplement, not duplicate, the description of accounting policies that are disclosed in the notes to your financial statements. Your disclosure here should provide greater insight into the quality and variability of information regarding your financial condition and operating performance. For example, you should discuss tax planning strategies you employ which are factored into your determination of the recoverability of tax losses and the judgment utilized in determining your allowance for doubtful accounts. Please note these are suggestions and this is not intended to be an exhaustive list. Please refer to the SEC’s Interpretation: commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations [Release Nos. 33-8350, 34-48960, FR-72]\

We have revised the accounting policies to provide greater insight into the quality and the variability of information and how it may impact our operating performance

Properties, page 16

28.

Please tell us what consideration Blue Moose has given to filing the lease agreements for its corporate headquarters and production facility 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.

We believe that our leases are standard forms used in Denmark and the United States.  In addition the leases for our Denmark properties are in Danish and over 40 pages.  Since we are a small company it would create a hardship on us if we had to devote time and effort and translate these leases into English.

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.

We have clarified this disclosure to provide the information.

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 that the disclosure is made in light of the company’s business and structure. See Item 401(e)(1) of Regulation S-K.

We have p

CORRESP
1
filename1.htm

SEC Correspondance

Morse, Zelnick, Rose & Lander

A LIMITED LIABILITY PARTNERSHIP

405 PARK AVENUE

NEW YORK, NEW YORK 10022-2605

212-838-1177

FAX – 212-838-9190

October 4, 2011

WRITER’S DIRECT LINE

(212) 838-8599

Mr. Jay E. Ingram, Legal Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

Re:

Blue Moose Media, Inc.

Current Report on Form 8-K

Filed August 25, 2011

File No. 0-53769

Dear Mr. Ingram:

As counsel to Blue Moose Media, Inc. (the “Company”), we have prepared this letter on the Company’s behalf to advise the Staff  that we expect to respond to the Staff’s comment letter dated September 21, 2011 (the “Comment Letter”) regarding the above-referenced Form 8-K (the “Current Report”) by Tuesday, October 11, 2011.

Yours truly,

/s/ John C. Hui

John C. Hui

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

CORRESP
1
filename1.htm

SEC Respone

BLUE MOOSE MEDIA, INC.

3113 St. Christopher Ct.

Antioch, CA  94509

November 18, 2009

Mr. Ryan Houseal

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC  20549

Re:

Blue Moose Media, Inc.

Amendment No. 2 to Registration Statement on Form 10-12G

Filed October 2, 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. Houseal:

Blue Moose Media, Inc., (the “Company”), has received your comment letter dated November 17, 2009 (“comment letter”) pertaining to the above referenced amended registration statement on Form 10 (the “Registration Statement”) and our Form 10-Q for the Quarterly Period Ended September 30, 2009.  Amendment No. 1 to the Form 10-Q (“Amendment”) is being filed under separate cover.  The Amendment as filed is marked to show changes in the manner required by Regulation S-T.

This letter contains the Company’s responses to the comment letter.  We have filed our amended Form 10-Q on EDGAR. To assist the staff of the Commission in completing its review of the Registration Statement Amendment, the numbered paragraphs in this response letter correspond to the numbered paragraphs of the Comment Letter.

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 performing 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 evaluation of these controls and procedures required by paragraph (b) of Rule 1 3a- 15(b) or Rule 15d- 15 under the Exchange Act. See Item 307 of Regulation S-K.

RESPONSE:

We have revised our 10-Q report to include the required disclosure on disclosure controls and procedures.

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)(3 1) 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)(3 1) 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)-l5(f)).

RESPONSE:

We have amended our Exhibit No. 31 certification to include the complete introductory language of paragraph 4.

The company acknowledges 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 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.

BLUE MOOSE MEDIA, INC.

Jason D. Davis

President

2

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.

Division of Corporation
Finance UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Mail Stop 4561
October 22, 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. 1 to Registra tion Statement on Form 10-12G
Filed October 2, 2009
  File No. 000-53769

Dear Mr. Davis:

We have reviewed the above-referenced filing and the related response letter
dated October 1, 2009, and have the following comments.  If indicated, we think you
should revise your document in response to these comments.  After reviewing this information, we may raise additional comment s.  Unless otherwise noted, where prior
comments are referred to, they refer to our letter dated September 15, 2009.

Amendment No. 1 to Registration Statement on Form 10-12G

General
 1. We refer to page 4 of your response lette r.  Please be advised that the Tandy
representations must come directly fr om the company, not from your counsel on
behalf of the company.  Please provide thes e representations in a separate letter
from the company in tandem with your next  response, if the response is submitted
by your counsel.
 Item 1.  Business, page 2

 2. We note your revisions made in response to our prior comment 1 regarding the
sale of 20 million shares of your co mmon stock to Adam Krommenhoek.  Please
revise to discuss the material terms of  this transaction.  See Item 101(h) of
Regulation S-K.  In this regard, we re iterate our request that you file any

Jason D. Davis
Blue Moose Media, Inc.
October 22, 2009 Page 2
agreements relating to the ch ange of control as an exhibit.  See Item 601(b)(2) of
Regulation S-K.

Item 2.  Financial Information, page 5

3. We refer to your revisions made in respons e to our prior comment 5.  Specifically,
we note your disclosure that your general and administrative expenses for year end December 31, 2008 were $14,966.  Given your statement that you ceased your prior operations in 2007, it is unclea r how these expenses were incurred.
Please revise to include a detailed discussion of your operations for the last two completed fiscal years.  See Item 303(a)(3 ) of Regulation S-K and Instruction 1 to
Item 303(a).  In this regard, please re vise your business section to include a
description of your business during the fiscal year ended December 31, 2008.

Item 10.  Recent Sales of Unregistered Securities, page 9

4. We refer to our prior comment 11 and note that your “Holders” section on page 9
of your amended document continues to refe rence Section 3(b) of the Securities
Act and Rule 147 with regards to unregi stered sales of your securities, but you
have not provided the information required by Item 701 of Regulation S-K as it pertains to unregistered sales of your securities made pursuant to Rule 147.
Please provide the information require d by Item 701 of Regulation S-K as it
pertains to these unregistered sales, and be sure to include a description of the
facts relied upon to make this exemption available.  In addition, we remind you
that Section 3(b) of the Securities Act is an enabling provision  pursuant to which
the Commission has adopted exemptive rules.

* * * * *

Jason D. Davis
Blue Moose Media, Inc. October 22, 2009 Page 3
Please contact Ryan Houseal, Attorney-A dvisor, at (202) 551-3105 or, in his
absence, me at (202) 551-3735 with any questions.
     S i n c e r e l y ,          Barbara C. Jacobs      A s s i s t a n t  D i r e c t o r
  cc: Via Facsimile (435) 688-7318

 Cletha Walstrand, Esq.

CORRESP
1
filename1.htm

SEC Response

BLUE MOOSE MEDIA, INC.

3113 St. Christopher Ct.

Antioch, CA 94509

October 27, 2009

Mr. Ryan Houseal

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:

Blue Moose Media, Inc.

Amendment No. 1 to Registration Statement on Form 10-12G

Filed October 2, 2009

File No. 000-53769

Dear Mr. Houseal:

Blue Moose Media, Inc., (the “Company”), has received your comment letter dated October 22, 2009 (“comment letter”) pertaining to the above referenced amended registration statement on Form 10 (the “Registration Statement”). Amendment No. 2 to the Registration Statement (“Amendment”) is being filed under separate cover. The Amendment as filed is marked to show changes in the manner required by Regulation S-T.

This letter contains the Company’s responses to the comment letter. Under cover of this letter, we are sending you 2 hard copies of the Registration Statement Amendment, one marked to show changes and one without changes marked. To assist the staff of the Commission in completing its review of the Registration Statement Amendment, the numbered paragraphs in this response letter correspond to the numbered paragraphs of the Comment Letter.

Amendment No. 1 to Registration Statement on Form 10-12G

General

1.

We refer to page 4 of your response letter. Please be advised that the Tandy representations must come directly from the company, not from your counsel on behalf of the company. Please provide these representations in a separate letter from the company in tandem with your next response, if the response is submitted by your counsel.

RESPONSE:

We have included the Tandy representations in this response which is signed by our President, Mr. Davis.

Item 1. Business, page 2

2.

We note your revisions made in response to our prior comment 1 regarding the sale of 20 million shares of your common stock to Adam Krommenhoek. Please revise to discuss the material terms of this transaction. See Item 101(h) of Regulation S-K. In this regard, we reiterate our request that you file any agreements relating to the change of control as an exhibit. See Item 601 (b)(2) of Regulation S-K.

RESPONSE:

We believe we have included the material terms of the referenced transaction. We clearly state that Mr. Krommenhoek purchased 20,000,000 shares of the Company’s common stock for $20,000 on August 12, 2009 which placed Mr. Krommenhoek in a position of owning and controlling 93.58% of the Company’s stock. We have included a copy of the share subscription agreement as an exhibit to the amended Form 10.

Item 2. Financial Information, page 5

3.

We refer to your revisions made in response to our prior comment 5. Specifically, we note your disclosure that your general and administrative expenses for year end December 31, 2008 were $14,966. Given your statement that you ceased your prior operations in 2007, it is unclear how these expenses were incurred. Please revise to include a detailed discussion of your operations for the last two completed fiscal years. See Item 303 (a)(3) of Regulation S-K and Instruction 1 to Item 303(a). In this regard, please revise your business section to include a description of your business during the fiscal year ended December 31, 2008.

RESPONSE:

We have revised our Financial Information section to include a detailed discussion of our operations for years ended December 31, 2007 and 2008 as requested. We have also revised our business description to identify our operations during fiscal year ended December 31, 2008.

Item 10. Recent Sales of Unregistered Securities. page 9

4.

We refer to our prior comment 11 and note that your “Holders” section on page 9 of your amended document continues to reference Section 3(b) of the Securities Act and Rule 147 with regards to unregistered sales of your securities, but you have not provided the information required by Item 701 of Regulation S-K as it pertains to unregistered sales of your securities made pursuant to Rule 147. Please provide the information required by Item 701 of Regulation S-K as it pertains to these unregistered sales, and be sure to include a description of the facts relied upon to make this exemption available. In addition, we remind you that Section 3(b) of the Securities Act is an enabling provision pursuant to which the Commission has adopted exemptive rules.

RESPONSE:

We have revised our “Holders” section and limited our discussion to the requirement of Item 201(b) of Regulation S-K.

The company acknowledges 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 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.

Very truly yours,

BLUE MOOSE MEDIA, INC.

/s/ Jason D. Davis

Jason D. Davis

President

2

CORRESP
1
filename1.htm

SEC Response

Cletha A. Walstrand

Attorney at Law

1322 West Pachua Circle

Ivins, UT  84738

Office: 435-688-7317 Fax: 435-688-7318

October 1, 2009

Mr. Ryan Houseal

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:

Blue Moose Media, Inc.

Form 10-12G

Filed August 19, 2009

File No. 000-53769

Dear Mr. Houseal:

Blue Moose Media, Inc., (the “Company”), has received your comment letter dated September 15, 2009 (“comment letter”) pertaining to the above referenced amended registration statement on Form 10 (the “Registration Statement”). Amendment No. 1 to the Registration Statement (“Amendment”) is being filed under separate cover. The Amendment as filed is marked to show changes in the manner required by Regulation S-T.

This letter contains the Company’s responses to the comment letter. Under cover of this letter, we are sending you 2 hard copies of the Registration Statement Amendment, one marked to show changes and one without changes marked. To assist the staff of the Commission in completing its review of the Registration Statement Amendment, the numbered paragraphs in this response letter correspond to the numbered paragraphs of the Comment Letter.

Item 1. Business. page 2

1.

You state that your company was formed for the purpose of providing videos, DVD, CD-ROM and DVD-ROM production and design service, and that you originally focused on products to store and organize information related to residential homes and wedding and event videos. You further state that the company subsequently became inactive. Please revise so as to more clearly describe the business of your company during the past three years. Such discussion should also describe the circumstances that led your company to become inactive. Discuss the material terms of the August 12, 2009 transaction with Mr. Krommenhoek that resulted in a change of control. Sec Item 101(h) of Regulation S-K. File any agreement relating to the change of control as an exhibit

RESPONSE:

We have revised our disclosure to include a description of efforts made by the Company to pursue its original business plan and the results of such efforts. The Form 10 has been revised to include the material terms of the transaction with Mr. Krommenhoek.

Item 1A. Risk Factors. page 3

General

2.

Certain subcaptions in your risk factors section fail to adequately describe the risk to investors that is presented by the conditions or uncertainties you have identified. As examples, we note the following subcaptions:

•

“The company has had very limited operating history and no revenues or earnings from operations”, on page 3;

•

“Our proposed business plan is speculative in nature”, on page 3; and

•

“Our management has limited time to devote to our business”, on page 3.

Please revise your risk factors section so that each subcaption adequately describes the risk to investors. See item 503(c) of Regulation S-K.

RESPONSE:

We have revised the subcaptions to more adequately describe the risk to investors.

3.

Similarly, please revise so that each risk factor following a subcaption adequately describes the risks to investors. As an example, we note the risk factor under the subcaption “The company has had very limited operating history and no revenues...” on page 3. In addition to providing a detailed discussion of the risk, each risk factor should describe how such risk could potentially affect investors See item 503(c) of Regulation S-K.

RESPONSE:

Rather than repeat the impact to investors for each risk factor, we have revised our initial paragraph under Risk Factors to state that all of the risk factors can reduce shareholder value in our Company.

“The Company has had very limited operating history and no revenues or earnings from operations”. page 3

4.

As a related matter, you state in the risk factor under this subcaption that you will “in all likelihood sustain operating expenses without corresponding revenues, at least until the consummation of a business combination.” Please revise to take into account the expenses you will incur should you become a public reporting company

RESPONSE:

We have revised this risk factor to include discussion of ongoing expenses.

Item 2, Financial Information, page 4

5.

Please revise to provide the disclosure required by Item 303 of Regulation S-K. In your liquidity and capital resources discussion, please state whether you will be able to meet your anticipated capital needs for the next twelve months. Such discussion should include a reasonably detailed description of any anticipated material capital expenditures, which should be quantified when possible. Please be sure to take into account the costs that you will incur as the result of becoming a public reporting company. See Item 2 of Form 10. For further guidance, see Section lll.B of SEC Release No. 33-6835, available on our website at http://www.sec.gov/rules/interp/33-6835.htm.

RESPONSE:

We have revised this section to address our liquidity and capital resources as requested.

Item 4. Security Ownership of Certain Beneficial Owners and Management, page 5

6.

Please provide the mailing address for Mr. Adam Krommenhoek. See Item 403(a) of Regulation S-K.

RESPONSE:

We have included the requested information.

7.

As a related matter, please clarify, if true, that the beneficial ownership amounts listed in the table include any securities that may be acquired by a beneficial owner within 60 days. See Items 403(a) and (b) of Regulation S-K. See also Exchange Act Rule l3d-3(d)(l)(i).

RESPONSE:

There are no outstanding securities that may be acquired within 60 days. We have added language to clarify this.

2

Item 5. Directors and Executive Officers, page 5

8.

Please revise to clearly identify all offices of your company currently held by Mr. Davis and any period(s) during which he has served in such capacities. See Item 401(a) of Regulation S-K. Further, please confirm that he does not hold any directorships or offices with other companies.

RESPONSE:

We have revised to identify Mr. Davis is the President, Treasurer and Secretary as well as a Director of the Company. Mr. Davis does not hold any directorships or offices with any other companies.

Item 6. Executive Compensation, page 6

9.

Please provide the information specified in Item 402(n)(2) of Regulation S-K concerning your sole executive officer for the last completed fiscal year in the tabular format specified by Item 402(n)(l) of Regulation S-K.

RESPONSE:

We have revised to include the requested table.

Item 7. Certain Relationships and Related Transactions, page 7

10.

Please revise to provide the information required by Item 404(c) of Regulation S-K. See Item 404(d)(2) of Regulation S-K.

RESPONSE:

We have included disclosure regarding the change of control and sale of shares to Mr. Krommenhoek.

Item 10. Recent Sales of Unregistered Securities, page 8

11.

You state under “Holders” on page 7 that your issued and outstanding shares of common stock “were issued in accordance with the exemptions from registration afforded by Sections 3(b) and 4(2) of the Securities Act of 1933 and Rule 506 and Rule 147 promulgated thereunder.” Please tell us why you have not provided the information required by Item 701 of Regulation S-K as it pertains to sales of unregistered shares of your common stock made in reliance on these exemptions. In your revised discussion, be advised that Section 3(b) is an enabling provision pursuant to which the Commission adopted such exemptive rules as Rule 701 and Rule 505. Please he sure to include a description of the facts relied upon to make these exemptions available.

RESPONSE:

We have revised our disclosure accordingly.

Item l5. Financial Statements and Exhibits

Statements of Operations, page F-S

12.

Please amend the Form 10 to include statements of operations for the three months ended June 30, 2009 and the corresponding period of the preceding fiscal year. Your presentation should comply with Instruction 1 to Rule 8-03 of Regulation S-X.

RESPONSE:

We believe this comment was included in error. In fact, the Company has prepared their financial statements in accordance with Instruction 1 to Rule 8-03 of Regulation S-X. Because the Filing is not a Form 10-Q, there is no requirement to include the most recent quarter by itself (3 month period).

3

The company acknowledges 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 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.

If you have any questions or require additional information, please notify me directly.

Very truly yours,

/s/ Cletha A. Walstrand

Cletha A. Walstrand

Attorney at Law

4

Division of Corporation
Finance UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Mail Stop 4561
         September 15, 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.
 Form 10-12G
Filed August 19, 2009
 File No. 000-53769

Dear Mr. Davis:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is 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.

Item 1. Business, page 2

1. You state that your company was formed  for the purpose of providing videos,
DVD, CD-ROM and DVD-ROM production and design service, and that you
originally focused on products to stor e and organize information related to
residential homes and wedding and event videos.  You further state that the
company subsequently became inactive.  Please revise so as to more clearly

Jason D. Davis
Blue Moose Media, Inc.
September 15, 2009 Page 2
describe the business of your company during the past three years.  Such
discussion should also describe the circ umstances that led your company to
become inactive.  Discuss the material  terms of the August 12, 2009 transaction
with Mr. Krommenhoek that resulted in a change of control. See Item 101(h) of
Regulation S-K. File any agreement rela ting to the change of control as an
exhibit.

Item 1A. Risk Factors, page 3

General

2. Certain subcaptions in your ri sk factors section fail to ad equately describe the risk
to investors that is presented by th e conditions or uncertainties you have
identified.  As examples, we  note the following subcaptions:

• “The company has had very limited operating history and no revenues or
earnings from operations”, on page 3;
• “Our proposed business plan  is speculative in nature”, on page 3; and
• “Our management has limited time to devote to our business”, on page 3.

Please revise your risk factors section so th at each subcaption adequately describes the
risk to investors.  See It em 503(c) of Regulation S-K.

3. Similarly, please revise so that each risk factor following a subcaption adequately
describes the risks to investors.  As an example, we note the risk factor under the
subcaption “The company has had ve ry limited operating history and no
revenues…” on page 3.  In addition to provi ding a detailed discussion of the risk,
each risk factor should describe how such ri sk could potentially affect investors.
See Item 503(c) of Regulation S-K.

“The Company has had very limited operating history and no revenues or earnings from
operations”, page 3

4. As a related matter, you state in the risk factor under this subcaption that you will “in all likelihood
 sustain operating expenses wit hout corresponding revenues, at
least until the consummation of a business combination.”  Please revise to take
into account the expenses you will incu r should you become a public reporting
company.

Jason D. Davis
Blue Moose Media, Inc.
September 15, 2009 Page 3   Item 2. Financial Information, page 4

5. Please revise to provide the disclosure required by Item 303 of Regulation S-K.
In your liquidity and capital resources di scussion, please state whether you will be
able to meet your anticipated capital need s for the next twelve months.  Such
discussion should include a reasonably de tailed description of any anticipated
material capital expenditures, which should be quantified when possible.  Please
be sure to take into account  the costs that you will incu r as the result of becoming
a public reporting company.  See Item 2 of Form 10.  For further guidance, see
Section III.B of SEC Release No. 33-6835, available on our website at http://www.sec.gov/rule s/interp/33-6835.htm
.
 Item 4. Security Ownership of Certain Be neficial Owners and Management, page 5

6. Please provide the mailing address for Mr. Adam Krommenhoek.  See Item 403(a) of Regulation S-K.

7. As a related matter, please clarify, if tr ue, that the benefici al ownership amounts
listed in the table include any securities  that may be acquired by a beneficial
owner within 60 days.  See Items 403(a) and (b) of Regulation S-K.  See also
Exchange Act Rule 13d-3(d)(1)(i).
 Item 5. Directors and Executive Officers, page 5

8. Please revise to clearly identify all offi ces of your company currently held by Mr.
Davis and any period(s) during which he ha s served in such capacities.  See Item
401(a) of Regulation S-K. Further, pl ease confirm that he does not hold any
directorships or offices with other companies.

Item 6. Executive Compensation, page 6

9. Please provide the information specified  in Item 402(n)(2) of Regulation S-K
concerning your sole executive officer for th e last completed fiscal year in the
tabular format specified by Item  402(n)(1) of Regulation S-K.

Item 7. Certain Relationships a nd Related Transactions, page 7

10. Please revise to provide the information required by Item 404(c) of Regulation
S-K.  See Item 404(d)(2) of Regulation S-K.

Jason D. Davis
Blue Moose Media, Inc.
September 15, 2009 Page 4   Item 10. Recent Sales of Unregistered Securities, page 8

11. You state under “Holders” on page 7 that  your issued and outstanding shares of
common stock “were issued in accordance w ith the exemptions from registration
afforded by Sections 3(b) and 4(2) of the Securities Act of 1933 and Rule 506 and Rule 147 promulgated thereunder.”  Please tell us why you have not provided the
information required by Item 701 of Regula tion S-K as it pertains to sales of
unregistered shares of your common stock made in reliance on these exemptions.
In your revised discussion, be advised that  Section 3(b) is an  enabling provision
pursuant to which the Commission adopted such exemptive rules as Rule 701 and
Rule 505.  Please be sure to include a de scription of the fact s relied upon to make
these exemptions available.
 Item 15. Financial Statements and Exhibits

 Statements of Operations, page F-5

12. Please amend the Form 10 to include statements of operations for the three months ended June 30, 2009 and the corres ponding period of the preceding fiscal
year.  Your presentation should comply with Instruction 1 to Rule 8-03 of
Regulation S-X.

*     *     *     *     *

 As appropriate, please amend your filing and respond to these comments.  Please
be advised that your Form 10 will become effective by operation of law pursuant to
Section 12(g) of the Exchange Act 60 days af ter filing, and, if it becomes effective in its
present form, we would be re quired to consider what reco mmendation, if any, we should
make to the Commission..  You may wish to  provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter with your amendment
that keys your responses to our comment s and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional 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.

Jason D. Davis
Blue Moose Media, Inc. September 15, 2009 Page 5    In connection with responding to our comments, please provide, in writing, a 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
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.     You may contact Jennifer Fugario, Sta ff Accountant, at (202) 551-3482 or Joyce
Sweeney, Staff Accountant, at (202) 551-3449 if you have any questions regarding
comments on the financial statements and re lated matters.  Please direct any other
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.