Mail Stop 4561
January 18, 2007
Brian Ross
Accelerize New Media, Inc.
6477 Highway 93 South
Suite 303
Whitefish, Montana 59937
Re: Accelerize New Media, Inc.
Registration Statement on Form SB-2
Filed December 22, 2006
File No. 333-139586
Dear Mr. Ross:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. Please provide us with any pictures, graphics or artwork that
will
be used in the prospectus.
2. We note that the offering will be made at fixed or negotiated
prices. However, as long as there is no market for your shares,
the
prospectus must include a fixed price or a range in reliance on
Rule
430A in order to meet the requirements of Schedule A, paragraph 16
of
the Securities Act and Item 501(a)(8) of Regulation S-B. Please
revise the prospectus, including the cover page, accordingly. We
note disclosure in footnote (1) to the registration fee table
indicating that the selling shareholders will sell their shares at
a
fixed price of $0.15 per share until the common stock is quoted on
the OTCBB.
Our Company, page 3
3. Assuming the TDRG Acquisition is closed, please revise this
section to more clearly describe what appears, based on disclosure
elsewhere in the prospectus, to be your three lines of business:
online advertising through your content networks, sales of map
software, and debt settlement referrals. Please briefly describe
the
relative importance of each of these businesses, based on your pro
forma financial information. Please provide similar disclosure in
"Business Overview" section on page 16.
4. With respect to your content networks, please disclose whether
you
generate any of the content in these networks or if it is all
obtained through publicly available information and contractual
partners.
5. Please include examples of your most important portals.
Market Trends, page 19
6. Please include disclosure regarding competitive trends,
including
the increase in competition in the on-line advertising business.
Executive Compensation, page 37
7. Please update your disclosure to comply with revised Item 402
of
Regulation S-B. For guidance, refer to Securities Act Release No.
33-8732 (published August 29, 2006) and the Division of
Corporation
Finance`s Transition Questions and Answers, which are available at
www.sec.gov.
Financial Statements and Notes
8. Please continue to monitor the updating requirements of Item
310(g) of Regulation S-B.
Accelerize New Media, Inc.
Pro Forma Statements of Operations
9. Tell what consideration was given to including pro forma
earnings
per share and weighted average shares outstanding in your pro
forma
statements of operations.
Note 1: Description of Transaction and Basis of Presentation,
page
F-6
10. You expect to acquire the accounts receivable and
substantially
all intangible assets of The Debt Reduction Group, LLC ("DRG") in
consideration of issuing 3,500,000 shares of your common stock to
the
managing members of DRG as well as granting 500,000 warrants to
certain of DRG`s employees which may be earned based upon certain
milestones. Please expand your disclosure to include the total
aggregate purchase price for DRG. In addition, clarify how you
determined the value assigned to the equity interests issuable as
part of the transaction. Reference is made to paragraphs 6 and 23
of
SFAS 141.
Note 2: Unaudited Pro Forma Adjustments, page F-6
11. You have recorded a pro forma adjustment to increase
intangible
assets by $111,094. Please disclose the nature of the intangible
assets acquired and the respective useful lives.
12. It does not appear that you have made an adjustment to your
pro
forma statements of operations to disclose amount of amortization
expense that would be incurred related to amortizable intangible
assets acquired in the acquisition of DRG. Please advise us or
revise accordingly.
Nine Months Ended September 30, 2006
Note 4: Stockholders` Equity, page F-17
Preferred Stock
13. Consider expanding your disclosure to include the relevant
terms
of your Series A Preferred Stock consistent with the disclosures
included on page 24 of your MD&A.
Warrants
14. We note that in connection with the issuance of preferred
stock
the Company issued warrants to the purchasers. We also note the
total net proceeds from the transaction appear to be allocated to
the
preferred stock line item in your financial statements. Generally
proceeds from the issuances of convertible securities with other
equity securities (i.e., warrants) should be allocated between the
preferred stock and the other securities issued based on the
relative
fair values of the components. In your situation, it is not clear
if
you allocated a portion of the proceeds to the value of the
warrants
issued which should be included in additional paid-in capital.
Please advise us or revise your accounting and disclosures
accordingly.
Audited Financial Statements of Accelerize New Media, Inc.
Note 1: Description of Business and Basis of Presentation, page
F-25
15. You were formed through the combination of the business
operations of EDGAR index and MapGui, both of which were private
business entities of the Company`s current management team.
Please
tell us and consider disclosing how you accounted for this
formation
transaction and your basis in GAAP for your treatment. In
addition,
it appears the predecessor information represents the operations
of
Accelerize as a sole proprietorship. Clarify the timing of the
formation transactions and explain why your presentation of the
historical information of Accelerize as a sole proprietorship is
appropriate given your accounting treatment for the formation
transaction.
Debt Reduction Group Financial Statements
Note 2 - Summary of Significant Accounting Policies, page F-46
Revenue Recognition
16. We note the Company earns its fees upon payment to the debt
settlement agency within the first eight months of the debt
solution
program assuming that all consumers will make all payments. Given
the monthly payments by consumers are usually over a period
ranging
between 1 to 3 years, please advise how you earn your fees within
the
first eight months. Tell us what your exposure is to refunds
subsequent to the eight month period, if any and expand your
disclosure to quantify actual refunds made for each fiscal year.
Part II.
Exhibit 5.1
17. We note that the draft opinion indicates that the registration
statement covers an aggregate of 19,826,519 shares of common
stock.
This amount is inconsistent with the registration statement fee
table
and the prospectus cover page, which reflect an aggregate of
16,826,519 shares. Please revise as appropriate to reconcile the
two
amounts.
* * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Wilson Lee at 202-551-3468 or Cicely
LaMothe,
Accounting Branch Chief, at 202-551-3413 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Michael McTiernan at 202-551-3852 or me at 202-551-
3780 with any other questions.
Sincerely,
Karen J. Garnett
Assistant Director
cc: J. Truman Bidwell, Esq. (via facsimile)
Sullivan & Worcester, LLP
Brian Ross
Accelerize New Media, Inc.
January 18, 2007
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