December 21, 2012
BY EDGAR - Confidential Correspondence
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street N.E.
Washington, D.C. 20549
| Attention: |
Martin James |
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Senior Assistant Chief Accountant |
| Re: |
Midwest Energy Emissions Corp
Form 10-K for the fiscal year ended December 31, 2011
Filed April 12, 2012
File No. 0-33067
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Dear Mr. James:
On behalf of Midwest Energy Emissions Corp (the “Company”) this letter responds to the Staff’s comment letter dated December 14, 2012 regarding the Company’s above-referenced Form 10-K (the “2011 From 10-K”). The comment you provided is repeated in italics below. The Company’s response is provided after the comment.
Comment:
Form 10-K for the Fiscal Year Ended December 31, 2011
Item 8.Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm, page 20
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1.
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Please amend to include a report from your auditors that covers the consolidated statements of operations, stockholders’ deficit, and cash flows for the period from inception through December 31, 2011.
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Response:
Today, December 21, 2012, the Company filed an amendment to the 2011 Form 10-K in response to the staff’s comment. The amended 2011 Form 10-K includes a revised report from the Company’s auditor that covers the consolidated statements of operations, stockholders’ deficit, and cash flows for the period from inception through December 31, 2011.
500 W Wilson Bridge Road, Ste 140, Worthington , OH 43085
Phone: 614-505-6115 ~ Fax 614-505-7377
The Company acknowledges that:
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the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
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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
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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.
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We look forward to the staff’s response to the foregoing. Please do not hesitate to contact me at 614.505.6115 with any questions or to discuss this letter.
| Sincerely, |
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/s/ Richard H. Gross
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Richard H. Gross
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| Vice President and Chief Financial Officer
(Principal Financial Officer)
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500 W Wilson Bridge Road, Ste 140, Worthington , OH 43085
Phone: 614-505-6115 ~ Fax 614-505-7377
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