PORTER & HEDGES, LLP
ATTORNEYS AND COUNSELORS AT LAW
1000 MAIN STREET, 36TH FLOOR
HOUSTON, TEXAS 77002-6336
BRYAN K. BROWN
PARTNER --------------------------
Tel. Direct (713) 226-6691 MAILING ADDRESS:
Fax Direct (713) 226-6291 TELECOPIER (713) 228-1331 P.O. BOX 4744
BBROWN@PORTERHEDGES.COM TELEPHONE (713) 226-6000 HOUSTON, TX 77210-4744
July 12, 2006
005708/0012
Via EDGAR and Federal Express
Tangela Richter
Branch Chief
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E., Mail Stop 7010
Washington, D.C. 20549-7010
Re: Blue Dolphin Energy Company
Registration Statement on Form S-3
Filed May 15, 2006
File No. 333-134156
Form 10-QSB for the quarterly period ended December 31, 2004
Filed May 15, 2006
File No. 000-19580
Dear Ms. Richter:
This letter is in response to your letter dated June 14, 2006, to Blue
Dolphin Energy Company (the "Company") transmitting the comments of the staff of
the Division of Corporation Finance (the "Staff") of the Securities and Exchange
Commission (the "Commission") relating to the filings referred to above. We are
also sending to the Staff, by courier, a copy of Amendment No. 1 to the
Registration Statement on Form S-3, File No. 333-134156, and a copy of the Form
10-QSB/A for the quarter ended March 31, 2006, marked to show changes from the
prior filings.
Our responses below are keyed to the comment captions in the June 14, 2006
comment letter.
Ms. Tangela Richter
July 12, 2006
Page 2
FORM S-3 FILED MAY 15, 2006
Selling Stockholders, page 11
1. The Company informs you that the selling stockholders identified in the
registration statement who are registered broker-dealers received the
shares as compensation for investment banking services. The Company also
informs you that the selling stockholders identified in the registration
statement that are affiliates of registered broker-dealers (i) purchased
the securities in the ordinary course of business and (ii) at the time of
purchase, had no agreements or understandings, directly or indirectly,
with any party to distribute the securities.
Plan of Distribution, page 13
2. The Company has revised the disclosure in the Registration Statement to
provide that the selling stockholders may only engage in short sales after
the Registration Statement has been declared effective. To the Company's
knowledge, no selling stockholder has entered into any short sales of the
common stock to be offered pursuant to the Registration Statement or has
any intent to do so prior to the effectiveness of the Registration
Statement.
FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
Controls and Procedures, page 59
3. The Company notes your comment regarding this disclosure and will avoid
using similar language in future filings. When applicable, the Company
will clearly state that there were changes in its internal control over
financial reporting that occurred during the relevant quarter that have
materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006
Controls and Procedures, page 21
4. The Company has revised the Form 10-QSB to clarify that its officers
concluded that its disclosure controls and procedures are also effective
to ensure that information required to be disclosed in the reports that it
files or submits under the Securities Exchange Act of 1934, as amended, is
accumulated and communicated to its management, including its chief
executive officer and chief financial officer, to allow timely decisions
regarding required disclosure.
5. The Company has revised the Form 10-QSB to include the disclosure required
by Item 308(c) of Regulation S-B.
Ms. Tangela Richter
July 12, 2006
Page 3
This letter has been prepared at the direction of, reviewed and approved
by, the appropriate senior officers of the Company. Please call the undersigned
at (713) 226-6691 with any additional comments or questions you may have.
Regards,
/s/ Bryan K. Brown
-------------------------------
Bryan K. Brown
cc: Ms. Carmen Moncada-Terry
Mr. Michael J. Jacobson
Mr. Gregory W. Starks