K E N N E T H I. D E N O S, P. C.
11650SOUTHSTATESTREET
SUITE240
DRAPER,UTAH84020
(801)816-2511
FAX:(801)816-2599
KDENOS@DENOSLAW.COM
January 21, 2014
VIA EMAIL AND EDGAR
Jennifer Thompson, Accounting Branch Chief
Yong Kim, Staff Accountant
U.S.SECURITIES&EXCHANGECOMMISSION
DIVISION OFCORPORATEFINANCE
100 F. Street, N.E.
Washington, D.C. 20549
KIMY@SEC.GOV
Re:
Fuelstream Inc.
Form 10-K for the Fiscal Year Ended December 31, 2012
Filed April 16, 2013
File No. 333-14477
Dear Mesdames Thompson and Kim:
We serve as counsel to Fuelstream, Inc., a Delaware corporation (the “Company”) with
respect to its submission of Form 10-K with the U.S. Securities and Exchange Commission
(hereafter, the “Commission”), filed on April 16, 2013. We are in receipt of your email to the
Company, dated November 6, 2013, and this letter is written in response thereto. We have
reproduced your 3 comments below, highlighted in bold, with our responses following
immediately thereafter.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
COMMENT 1:
We note that your disclosure states that your current capital
resources are insufficient to support the expansion of your fuel
brokerage business and that you will likely require considerable
amounts of financing to advance your business strategy. In future
filings, please expand your disclosure regarding your future liquidity
and capital resource needs. Please explain those matters that could
affect the amount of funds required by your business’ short and long
term planning horizons. Please include an estimate as to how long
you can continue operations without obtaining additional financing.
Please refer to Item 303(a)(2)(ii) of Regulation S-K.
RESPONSE: The Company will revise its future filings accordingly.
U.S.SECURITIES&EXCHANGECOMMISSION
DIVISION OFCORPORATEFINANCE
January 21, 2014
Page 2
COMMENT 2:
We note your management’s conclusion that internal controls over
financial reporting are ineffective as of December 31, 2012. With a
view towards improving future disclosure, please tell us the material
weaknesses in the internal controls identified by management that led
to this conclusion. Please refer to Item 308(a)(3) of Regulation S-K.
RESPONSE: During the audit of the financial statements for the fiscal year
ended December 31, 2012, the Company’s independent auditors proposed some
adjusting entries to its financial statements. Although the adjustments may not
have been material to the financial statements, the Company felt that any audit
adjustment would indicate that the internal controls over financial reporting were
ineffective for that period. The accounting staff of the Company is small and the
close supervision by management is crucial in the preparation of the Company’s
financial information. All accounting transactions and disclosures are discussed,
reviewed and approved by management.
COMMENT 3:
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 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.
RESPONSE: The Company hereby acknowledges that:
(i)
the Company is responsible for the adequacy and accuracy
of the disclosure in the filing;
(ii)
staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission any action with respect to the filings;
and.
K E N N E T H I. D E N O S, P. C.
11650SOUTHSTATESTREET,SUITE240,DRAPER,UTAH84020;PHONE(801)816-2511;FAX:(801)816-2599
U.S.SECURITIES&EXCHANGECOMMISSION
DIVISION OFCORPORATEFINANCE
January 21, 2014
Page 3
(iii)
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 will file this letter as correspondence via EDGAR contemporaneous with its dispatch
to you via email. In the meantime, please feel free to call me at the number above or respond via
email or facsimile if you have any further comments or questions.
Very truly yours,
KENNETH I. DENOS, P.C.
/s/ Kenneth I. Denos
Kenneth I. Denos, Esq.
President
cc: Robert Catala, Chief Executive Officer
K E N N E T H I. D E N O S, P. C.
11650SOUTHSTATESTREET,SUITE240,DRAPER,UTAH84020;PHONE(801)816-2511;FAX:(801)816-2599
