Mail Stop 4561
February 22, 2007
Brian Ross
Accelerize New Media, Inc.
6477 Highway 93 South
Suite 303
Whitefish, Montana 59937
Re: Accelerize New Media, Inc.
Amendment No. 1 to Registration Statement on Form SB-2
Filed January 31, 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.
Pro-Forma Combined Financial Statements
Note 1: Description Of Transaction and Basis Of Presentation,
page
F-6
1. We have read your response to comment ten. You state that
there
is no active market for your shares at the time of the
transaction.
As a result, you determined the fair value of the shares based on
a
40% discount to the conversion price of the Series A preferred
shares
issued shortly before the acquisition. Please explain how a
discount from the conversion price of your Series A preferred
shares
represents the fair value of your common shares issued in this
transaction. Advise us your consideration of recent third party
transactions in which common stock was issued in determining your
fair value. Lastly, expand your note to describe the basis for
how
you determined the value ascribed to the common shares issued.
Note 1: Description of Business and Basis of Presentation, page
F-26
2. We have read your response to comment 15. Your revised
disclosures still do not clearly communicate that EDGAR Index and
MapGui represent two products offered by Accelerize when it was
operating as a sole proprietor. Please revise your document here
and elsewhere to clearly state that EDGAR Index and MapGui
represent
two product offerings rather than two separate operating entities.
Note 2 - Summary of Significant Accounting Policies, page F-46
Revenue Recognition
3. We have read your response to comment 16 and we remain unclear
regarding your basis for recognizing income that is earned on
contracts with duration of 1-3 years within the first eight
months.
In this regard, clarify any contractual terms within your debt
settlement agency agreement that supports how revenue is earned in
the first eight months. In addition, tell us what your exposure
is
to refunds subsequent to the eight month period, if any.
Part II.
Item 26. Recent Sales of Unregistered Securities, page II-2
4. Please revise to disclose all shares issued as dividends to
holders of the Series A Convertible Preferred Stock. Also, please
discuss the 5.5 million shares issued in January 2006 to
consultants
and 3.5 million shares issued in January 2006 to an accredited
investor, as describe in the fee table of the initial registration
statement.
* * *
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.
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.
February 22, 2007
Page 1