INVESTMENT LAW GROUP
OF DAVIS GILLETT MOTTERN & SIMS, LLC
1230 Peachtree Street NE
Suite 2445
Atlanta, Georgia 30309
____________________
Telephone: (404) 607-6933 Facsimile: (678) 840-2126
November 1, 2013
Larry Spirgel, Assistant Director
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. St., N.E.
Washington, DC 20549
| | Re: | Next Generation Energy Corporation |
| | | Comments to Form 10-K for Fiscal Year Ended December 31, 2012 |
| | | Filed April 22, 2013 |
| | | File No. 002-74785-B |
Dear Mr. Spirgel:
I am writing on behalf of Next Generation Energy Corporation in response to your comment letter dated October 2, 2013. Below is the Company’s response to the comment:
Financial Statements for the Year Ended December 31, 2012
Consolidated Statements of Cash Flows, page F-7
Note 5, Common Stock, pages F-14 and F-15
Note 13, Related Party Transactions, pages F-18 and F-19
| 1. | Please tell us and disclose the nature of the $1,225,000 in accounts payable and accrued expenses that were settled on December 3, 2012 by the issuance of 70,000,000 shares of common stock to your CEO Darryl Reed. Also, please explain the whether these expenses represent amounts paid directly by Mr. Reed on behalf of the Company or were for services that he provided to the Company. |
The 70,000,000 shares were valued at $0.0175 per share, or $1,225,000. The amount was allocated between accrued salary, expenses and bonus as follows:
| Accrued salary | | $ | 223,859.12 | |
| Expenses | | $ | 32,336.56 | |
| Bonus | | $ | 968,804.32 | |
| | | | | |
| Total | | $ | 1,225,000 | |
INVESTMENT LAW GROUP
OF DAVIS GILLETT MOTTERN & SIMS, LLC
Letter to Larry Spirgel
November 1, 2013
Page 2 of 4
With regard to the accrued salary, the Company accrues a salary of $150,000 per year to Mr. Reed, and he had not been paid any salary for over 4 years at the time of the stock issuance. Attached hereto as Exhibit A is a list of the expenses that were satisfied with the stock grant. Most of the expenses were for miscellaneous expenses paid by Mr. Reed on behalf of the Company. In three situations, the item represents amounts that Mr. Reed deposited into the Company’s bank account to enable it to pay specific expenses that were due at the time: $6,800 on 1/31/11; $2,000 on 5/31/12; and $1,000 on 7/24/12. None of the amounts recorded as expenses were for services rendered by Mr. Reed. The Company allocated to bonus whatever was not allocated to accrued salary or expenses.
Please feel free to contact me if you have any questions.
| | Very truly yours, | |
| | | |
| | /s/ Robert J. Mottern | |
| | | |
| | Robert J. Mottern | |
Cc: Darryl Reed
INVESTMENT LAW GROUP
OF DAVIS GILLETT MOTTERN & SIMS, LLC
Letter to Larry Spirgel
November 1, 2013
Page 3 of 4
I, Darryl Reed, hereby certify that I have read the foregoing letter dated November 1, 2013, by Robert J. Mottern, counsel for the Next Generation Energy Corp. and I acknowledge that the Company is responsible for the adequacy and accuracy of the statements in the letter, that 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.
| | Next Generation Energy Corp. | |
| | | |
| | /s/ Darryl Reed | |
| | | |
| | Darryl Reed, Chief Executive Officer | |
INVESTMENT LAW GROUP
OF DAVIS GILLETT MOTTERN & SIMS, LLC
Letter to Larry Spirgel
November 1, 2013
Page 4 of 4
EXHIBIT A
Accrued Expenses Owed Darryl Reed
| Type | | Date | | Num | | Memo | Amount |
| | | | | | | | |
| Bill | | 07/16/2010 | | CUSIP Globa 5207 | | Cusip issuance paid by Darryl Reed | 110.64 |
| General Journal | | 01/31/2011 | | Jan JE#2 | | Darryl Reed Loan | 6,800.00 |
| General Journal | | 05/31/2011 | | May JE#2 | | OTR paid by Darryl Reed | 1,593.80 |
| Bill | | 07/01/2011 | | Flight 5207 | | Airfare to Kentucky | 3,022.00 |
| Bill | | 07/01/2011 | | Nevada-5207 | | Nevada filing fees paid by Darryl Reed | 711.39 |
| Bill | | 08/11/2011 | | Marketing | | Marketing expenses paid by Darryl Reed | 6,000.00 |
| General Journal | | 09/30/2011 | | Sep JE#26 | | Jan-Sep bills paid by Darryl taken off of Dynatechs Books | 6,677.25 |
| Bill | | 10/04/2011 | | Postage-Cash | | Postage paid by Darryl Reed | 2.68 |
| Bill | | 10/10/2011 | | Fed Ex-5207 | | Fedex paid by Darryl Reed | 34.52 |
| Bill | | 10/12/2011 | | AMBD Fuel-5207 | | Local travel expenses paid by Darryl Reed | 69.00 |
| Bill | | 10/13/2011 | | Fedex-5207 | | Fedex paid by Darryl Reed | 34.52 |
| Bill | | 10/14/2011 | | Fed Ex-5207 | | Fedex paid by Darryl Reed | 23.47 |
| Bill | | 10/29/2011 | | Alpha Trade-5207 | | Stock service paid by Darryl Reed | 63.00 |
| Bill | | 10/29/2011 | | Alpha Trade-5207 | | Stock service paid by Darryl Reed | 63.00 |
| Bill | | 12/11/2011 | | Fedex-0956 | | Fedex paid by Darryl Reed | 34.37 |
| General Journal | | 12/31/2011 | | Dec JE#10 | | Paid Tristate with Darryls 0956 | 294.47 |
| Bill | | 01/10/2012 | | Staples AMEX | | Office Supplies paid by Darryl Reed | 73.49 |
| Bill | | 01/25/2012 | | Go Daddy AMEX | | Web hosting paid by Darryl Reed | 224.32 |
| General Journal | | 02/06/2012 | | Feb JE#2 | | Edgarizing service paid by Darryl Reed | 622.00 |
| Bill Pmt -Check | | 02/24/2012 | | Online | | | -162.33 |
| Bill Pmt -Check | | 03/22/2012 | | Wire | | | -365.63 |
| Bill | | 03/25/2012 | | Expedia AMEX | | Trip to NY paid by Darryl Reed | 309.60 |
| General Journal | | 03/25/2012 | | Mar JE#6 | | OTR paid by Darryl Reed | 798.00 |
| General Journal | | 04/16/2012 | | Dec JE#9a | | Paid TSF Press with D Reeds amex | 1,000.00 |
| General Journal | | 04/30/2012 | | April JE#1 | | Suntrust credit card payment | -200.00 |
| General Journal | | 05/31/2012 | | May JE#1 | | Pay suntrust credit card | -158.00 |
| General Journal | | 05/31/2012 | | May JE#3 | | Advance from Darryl Reed to pay bills | 2,000.00 |
| General Journal | | 06/18/2012 | | June JE#1 | | Paid OTR with D reeds credit card | 525.00 |
| General Journal | | 06/18/2012 | | June JE#3 | | Paid Tristate with d reeds amex | 1,200.00 |
| General Journal | | 07/23/2012 | | July JE#1 | | Paid Suntrust for Darryl | -64.00 |
| General Journal | | 07/24/2012 | | July JE#2 | | Advance from Darryl Reed to pay bills | 1,000.00 |
| | | | | | | | 32,336.56 |
