![[ercxsecfilings14c20140519002.gif]](https://capedge.com/proxy/PRER14C/0001548123-14-000257/ercxsecfilings14c20140519002.gif)
101 First Street #493
Los Altos, CA 94022
July 2, 2014
Karina V. Dorin
Norman von Holtzendorff
H. Roger Schwall
Division of Corporation Finance
United States Securities and Exchange Commission
By: Filing through EDGAR
Re:
E.R.C. Energy Recovery Corporation
Preliminary Information Statement on Schedule 14C
Filed May 19, 2014
Response dated June 3, 2014
File No. 0-53116
Dear Ms. Dorin and Messrs. Holtzendorff and Schwall:
Thank you for your letter of June 10, 2014 regarding our Preliminary Information Statement on Schedule 14C. We also wish to thank you for your time in discussing our filing with counsel. We offer the following in response.
1. Since undertaking this Preliminary Information Statement on Schedule 14C we are further away from any potential acquisitions than we were earlier, and as such may not accurately disclose any potential terms of any such future transactions which may occur, as none exist at the moment. We therefore have amended our disclosures with respect to the reasons we have decided to authorize an additional 700,000,000 shares of common stock and 90,000,000 shares of preferred stock, as requested. Please find such disclosures on pages 5 and 6 of the 14C/A PRE filing.
2. Per our analysis, we have concluded that financial statements pursuant to Item 13 of Schedule 14A may be required, as it could be contrued that we have engaged in a modification of our class of common securities registered pursuant to Section 12(g) of the Exchange Act, as described in Item 12 of Schedule 14A.
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Therefore, we have amended our 14C to include our most recent Annual Report on Form 10-K as an exhibit, as well as provide the following additional disclosure on pages 8-9 of the 14C/A PRE:
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Financial Statements
We hereby incorporate by reference to the Company’s 10-K report filed April 14, 2014 the following financial and financially-related information for the Company:
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Financial Statements which are compliant with Rules 8-04 and 8-05 of Regulation S-K promulgated under the Securities Act of 1933, as amended;
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Management’s Discussion and Analysis of Financial Condition and Results of Operation pursuant to Item 303 of Regulation S-K; and
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Changes In and Disagreements with Accountants on Accounting and Financial Disclosure pursuant to Item 304 of Regulation S-K.
We hereby incorporate by reference to the Company’s 10-Q report filed May 15, 2014 the following financial information about the Company:
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Supplementary Financial Information (quarterly financial data), pursuant to Item 302 of Regulation S-K.
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Please contact us at our contact information above with any questions. Thank you again for your time and attention.
Sincerely,
/s/ Abraham Dominguez Cinta
Abraham Dominguez Cinta
Chief Executive Officer
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