HANK GRACIN†† | PARTNER LESLIE MARLOW† | PARTNER PATRICK EGAN† | PARTNER † Admitted in New York only †† Admitted in New York, Florida & Colorado |
GRACIN & MARLOW, LLP
COUNSELLORS AT LAW 405 LEXINGTON AVENUE NEW YORK, NEW YORK 10174
(212) 907-6457 FAX (212) 208-4657 www.gracinmarlow.com |
FAX (561) 237-0803 WRITER E-MAIL: lmarlow@gracinmarlow.com |
July 5, 2019
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
| Re: | Petroteq Energy, Inc. |
Registration Statement on Form 10-12G/A
Filed June 24, 2019
File No. 0-55991
Dear Sir or Madam:
On behalf of the Company, in order to assist you in your review of the Registration Statement on Form 10-12G/A filed by Petroteq Energy, Inc. (“Petroteq” or the “Company”) on June 24, 2019, we hereby submit a letter responding to the comments received on July 3, 2019 as well as Amendment No. 2 to Form 10-12G. For your convenience, we have set forth below the staff’s numbered comments in their entirety followed by our responses thereto.
Registration Statement on Form 10-12G/A filed June 24, 2019
Item 7. Certain Relationships and Related Transactions, and Director Independence
Certain Relationships and Related Transactions, page 47
1. We note your revised disclosure under this section. Please enhance your disclosure to describe the circumstances under which the Chairman of the Board owes the Company $424,479.00 as of February 28, 2019. Please note that once you have a Section 12(g) registered security, the company will be subject to the provisions of the Exchange Act, including Section 13(k) which generally prohibits personal loans to executives officers and directors.
Response: We have added disclosure regarding the circumstances under which the Chairman of the Board owed the Company $424,479.00 as of February 28, 2019 and the satisfaction of the debt owed.
* * *
GRACIN & MARLOW, LLP
COUNSELLORS AT LAW
Securities and Exchange Commission
July 5, 2019
Page 2
Petroteq acknowledges that the adequacy and accuracy of the disclosure in our filings is our responsibility. Petroteq acknowledges that the staff comments or changes to disclosure do not foreclose the Commission from taking any action with respect to the filings. Petroteq acknowledges that the company may not assert staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.
If you have any questions or need additional information, please contact the undersigned at (516) 496-2223 or (212) 907-6457.
| Sincerely, | |
| /s/ Leslie Marlow | |
| Leslie Marlow |
| cc: | David Sealock | |
| Petroteq Energy, Inc. |