Re:
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MagneGas Corporation
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Registration Statement on Form S-l
Filed May 30, 2012
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File No. 333-178643
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1.
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Please file all required information that you have omitted from your document. For example, we note that you have omitted the number of securities offered. Refer to Regulation S-K Item 501(b)(2) and Question 227.02 of the Securities Act Rules Compliance and Disclosure Interpretations available on the Commission's website. We also note that you have not yet filed required exhibits.
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2.
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Please revise your prospectus summary and risk factors to alert potential investors to the effects of the offering reflected in your pending registration statement filed May 18, 2012. For example, disclose the potential increase in outstanding shares due to the exercise of warrants, any potential negative impact on the trading price of your securities, and the potential for investors to purchase from the selling stockholders in that offering at a lower price than offered in this underwritten offering.
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3.
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Please revise your disclosure to identify the related parties involved in the transactions discussed here, including the stockholders mentioned in the last two paragraphs on page 30, the company referenced in the second paragraph on page 31, and the identity of the "common management." Also, disclose the approximate dollar value of the disclosed transactions, including the transaction mentioned in the second paragraph of this section and transactions discussed in the third and fifth paragraphs on page 31. Include here a description of the $210,500 transaction mentioned on page F-31.
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4.
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Refer to note (12) to your exhibit index on page II-7. Please revise your registration statement to provide the data required by Regulation S-K Item 601(b)(101), rather than to incorporate this information by reference. In this regard, we note that you have included your financial statements in your registration statement. Refer to footnote 73 of Securities Act Release 33-9002 (January 30, 2009).
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5.
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We note that the consent of your independent registered public accounting firm references the audit report on the company's financial statements that are included in the Form 10-K which are incorporated by reference into the registration statement. However, we note that the company's financial statements are included in the registration statement. Please revise to include a consent which references the financial statements that are included in the registration statement. Refer to Item 601(b)(23) of Regulation S-K.
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·
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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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Sincerely,
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MagneGas Corporation
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By:
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/s/ Ermanno Santilli
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Ermanno Santilli
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Chief Executive Officer
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