| Suite 1210 - 777 Hornby Street Vancouver, BC V6Z 1S4 CANADA Telephone: (604) 689-1022 Facsimile: (604) 681-4760 |  |
| CORPORATE AND SECURITIES LAWYERS |
| Reply Attention of | William Macdonald |
| Direct Tel. | 604.648.1670 |
| E-Mail Address | wmacdonald@wlmlaw.ca |
| Our File No. | 33737-1 |
August 19, 2010
VIA EDGAR
Securities and Exchange Commission
100 F. Street, NE
Washington, D.C. 20549-7410
Attention: Linda Cvrkel, Branch Chief Dear Sirs:
| Re: | Ecologic Transportation, Inc. (the “Company”) | ||
| Form 10-K for the year ended December 31, 2009 | |||
| Filed April 14, 2010 | |||
| File No. 333-139045 |
We are the attorneys for the Company. We refer to your letter of July 30, 2010 addressed to the Company with your comments on the Company's Form 10-K for fiscal year ended December 31, 2009, filed on April 14, 2010. For your ease of reference, our responses to your comments are numbered in a corresponding manner:
Financial Statements, page F-1
Notes to the Financial Statements, page F-7
Note 5. Stockholders’ (Deficit), page F-10
| 1. | In regards to the comments on the inconsistent disclosure, please note that you have correctly identified an inconsistency in the number of shares that were cancelled during 2009. The amended disclosure on page 5 should refer to be 3,269,496, and as such be reconciled to the correct number in the Statement of Stockholders' Deficit and Note 5 of the financial statements. In regards to the business purpose of cancelling the stock, the Company has advised that such cancellation was a pre-condition for the current business to be vended into the company. When presented with this condition, the shareholders who were required to cancel their shares agreed to do so in order that the transaction could proceed, and minority shareholder value could be enhanced. The Company proposes to make the foregoing revised disclosure in subsequent filings. |
Macdonald Tuskey is an association of law corporations with lawyers called in
the Provinces of British Columbia and Alberta and the State of New York.
| US Securities & Exchange Commission Re: Ecologic Transportation, Inc August 19, 2010 Page | 2 |  |
| CORPORATE AND SECURITIES LAWYERS |
| 2. | In regards to the comment on stock issuances, the issuance of stock for consulting (Capital Group Communications) was recorded as a prepaid expense - see Note 3 to the financial statements. This stock was valued at $120,000; $60,000 was recorded as general and administrative expense in the statement of operations and $60,000 was recorded as a prepaid expense on the balance sheet, since the services had not been rendered, but payment had been made (i.e. the stock fee is nonrefundable). | ||
The issuance of stock for web design and radio operations was valued at $450,000 - see Note 5 to the financial statements. This stock was valued at $450,000; $148,750 was recorded as a general and administrative expense in the statement of operations and $301,250 is a deferred expense as of 12/31/09 and is included in additional paid-in capital. | |||
All of the stock associated with these agreements has been issued. | |||
The stockholders' deficit statement amount of $120,500 should be $120,000, and is comprised of the following: | |||
| shares issued to Capital Group Communications $120,000 | |||
| shares issued for web design and radio operations $450,000 | |||
| deferred compensation ($450,000) | |||
The amount expensed for web design and radio operations is shows as "Amortization of deferred compensation" of $148,750 in the equity statement. The remaining $301,250 is included in additional paid-in capital. The chart below may assist:
Stock Issuance Date | Shares | Purpose | Total Value | General & Administrative Expense | Prepaid Expenses | Amortization of Deferred Compensation | Deferred Expense - Additional Paid-In Capital | ||||||||||||||
| January | 500,000 | Investor relations | $ | 120,000 | $ | 60,000 | $ | 60,000 | |||||||||||||
| April | 100,000 | Web-site design | 180,000 | $ | 40,000 | $ | 140,000 | ||||||||||||||
| May | 50,000 | Web-site design | 90,000 | 18,750 | 71,250 | ||||||||||||||||
| June | 100,000 | Radio operations | 180,000 | 90,000 | 90,000 | ||||||||||||||||
| TOTALS | 750,000 | $ | 570,000 | $ | 60,000 | $ | 60,000 | $ | 148,750 | $ | 301,250 |
Macdonald Tuskey is an association of law corporations with lawyers called in
the Provinces of British Columbia and Alberta and the States of New York.
| US Securities & Exchange Commission Re: Ecologic Transportation, Inc August 19, 2010 Page | 3 | |
| CORPORATE AND SECURITIES LAWYERS |
Closing Comments
We look forward to the receipt of any further comments which you may have in regard to the Form 10-K shortly. Should you have any questions, please do not hesitate to contact the writer.
On behalf of the Company we sincerely thank and appreciate the SEC’s attention to and ongoing cooperation in this matter.
| Yours truly, | ||
| W.L. MACDONALD LAW CORPORATION | ||
| Per: | /s/ William L. Macdonald | |
| William L. Macdonald | ||
WLM/mll
Macdonald Tuskey is an association of law corporations with lawyers called in
the Provinces of British Columbia and Alberta and the States of New York.