AlternativeFuelsAmericas,Inc.
2131HollywoodBlvd,Suite401
Hollywood,FL33015
February 10, 2014
VIA EDGAR
Securities and Exchange Commission
Washington, D. C. 20549
Attention: Jenn Do, Staff Accountant
| Re: | AlternativeFuelsAmericas,Inc. (the “Company”) |
| Form8-KItem4.01 | |
| FiledJanuary24,2014 | |
| FileNo.333-177532 |
Ladies and Gentlemen:
In response to the Staff’s January 29, 2014 Comment Letter, the Company hereby files an amendment to its Current Report on Form 8-K, responding to the Staff’s comments as follows:
Comment 1:
Inthefirstsentenceofthesecondparagraph,youreferto"DYM's report onthe Company'sfinancial statements asatand for the year ended December 31, 2012". Please amend your Form 8-K to refer instead to, if true, DYM's reports on the Company's financial statements forthe years ended December 31, 2012and December 31, 2011. Refer to Item 304(a)(1)(ii) of Regulation S-K.
Response:
The requested disclosure has been added to the first sentence of the second paragraph.
Comment 2:
Alsointhesecondparagraph,youdisclosethattherewerenodisagreements, etc. “During the yearended December31, 2013 and the subsequent period throughthe effective date of this filing". Please amend your filingtodisclose, if true,that there wereno such disagreements, etc.duringthe fiscal years endedDecember 31, 2012 and 2011 and through thedateofresignation. Refer to Item 304(a)(1)(iv)of Regulation S-K.
Response:
The disclosure has been revised in accordance with the Staff’s comment.
Comment 3:
Youdiscloseinthefourthparagraphthattherewerenoconsultations,etc.with Goldstein Schechter Koch. Please amend your filing to disclose,iftrue,that there were no such consultations, etc. during the fiscal years endedDecember 31,2012 and 2011 and through thedate of engagement. Referto Item 304(a)(2)of Regulation S-K.
Response:
The disclosure has been amended as requested by the Staff.
Comment 4:
TotheextentthatyoumakechangestotheForm8-Ktocomplywithourcomments, please obtain andfilean updated Exhibit 16 letter from the former accountants stating whether theaccountants agree with thestatements made inyour revisedForm 8-K.
Response:
The requested updated letter has been filed as Exhibit 16.
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 additional questions, kindly contact our counsel, Dale Bergman, at (305) 358-5100 or the undersigned at (954) 612-6475.
Very Truly Yours,
ALTERNATIVE FUELS AMERICAS, INC.
By: /s/ Craig Frank
Craig Frank
Chief Executive Officer
