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<SEC-DOCUMENT>0000000000-06-029278.txt : 20061115
<SEC-HEADER>0000000000-06-029278.hdr.sgml : 20061115
<ACCEPTANCE-DATETIME>20060622102301
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-06-029278
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20060622

FILED FOR:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ADA-ES INC
		CENTRAL INDEX KEY:			0001223112
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS CHEMICAL PRODUCTS [2890]
		IRS NUMBER:				841457335
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		UPLOAD

	MAIL ADDRESS:	
		STREET 1:		8100 SOUTHPARK WAY B
		CITY:			LITTLETON
		STATE:			CO
		ZIP:			80120
PUBLIC REFERENCE ACCESSION NUMBER:		0001000096-06-000139
</SEC-HEADER>
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
June 22, 2006


Mr. Mark H. McKinnies
Chief Financial Officer, ADA-ES, Inc.
8100 SouthPark Way, Unit B
Littleton, CO 80120-4525

Re:		ADA-ES, Inc.
Form 10-K for the fiscal year ended December 31, 2005
Form 10-Q for the period ended March 31, 2006
      File No. 0-50216


Dear Mr. McKinnies:

      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 or may not 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 on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-KSB for the fiscal year ended December 31, 2005

Item 6. Management`s Discussion and Analysis
Liquidity and Capital Resources, page 15

1. We note your analysis of cash flows on page 16.  Please revise
your
analysis of operating cash flows in future filings to address the
significant line items seen on your cash flow statement and
provide
your readers with insight into the underlying reasons for those
changes.  For example, it appears that your accounts receivable
and
accounts payable both increased significantly in 2005, but you
have
not explained the reasons for these changes.  Furthermore, since
your
accounts receivable turnover appears to have decreased from 2004
to
2005, the increase in your accounts receivable appears to be
attributable to more than simply a higher level of annual
revenues.
Refer to Item 303(b) of Regulation S-X and our Release 33-8350,
available on our website at www.sec.gov/rules/interp/33-8350.htm.

Results of Operations, page 16

2. We note that you are analyzing revenues on a segmental basis
and
analyzing all other income statement line items on a consolidated
basis.  Please revise future filings to analyze your segmental
measure
of profit or loss, or the individual line items comprising this
measure, on a segmental basis.  Refer to our Release 33-8350.

Item 8A. Controls and Procedures, page 19

3. We note your disclosure that your "Chief Executive and
Financial
Officers believe that these controls and procedures are effective
to
ensure that [you are] able to record, process, summarize and
disclose
the information [you are] required to disclosure in the reports
[you
file] with the SEC within the required time periods."  Please
confirm
to us, and revise future filings to clarify, if true, that your
officers concluded that your disclosure controls and procedure are
also effective to ensure that information required to be disclosed
in
the reports that you file or submit under the Exchange Act is
accumulated and communicated to your management, including your
chief
executive officer and chief financial officer, to allow timely
decisions regarding required disclosure.  See Exchange Act Rule
13a-
15(e).  Alternatively, you may revise future filings to simply
state
that your disclosure controls and procedures are effective or
ineffective without providing the definitions.

Note 1 - Summary of Nature of Operations and Significant
Accounting
Policies
Nature of Operations, page F-7

4. Based on your disclosures on pages five and 14, we assume that
you
have a joint venture with Arch Coal.  If our assumption is
correct,
please tell us how you account for your investment in this joint
venture.  If our assumption is incorrect, please explain this
matter
to us in more detail.  Revise future filings to clarify this
matter.

Revenue Recognition, page F-8

5. We read that you use percentage of completion accounting for
all
significant contracts excluding government contracts and chemical
sales.  We also read that you recognize revenue on government
contracts based on the time and expenses incurred to date.  We
have
the following comments:

* Please provide us with a more detailed description of these
significant contracts for which you use percentage of completion
accounting, and tell us how you determined that this methodology
was
appropriate.
* Please explain to us in more detail how you account for revenues
on
government contracts, and tell us how you determined that this
methodology was appropriate.
* Please tell us how you account for your commercial mercury
emissions
control contracts.  In this regard, we note your statement on page
4
that these contracts have delivery milestones.  If you have any
other
contracts that have deliverables, please tell us how you account
for
those contracts.
* Please tell us if any of your contracts are for the performance
of
services.  If so, please explain to us how you account for those
revenues.  If you use the percentage of completion method, please
tell
us how you determined that this methodology was appropriate.
Refer to
Section 2(F)(2) of our outline of Current Accounting and
Disclosure
Issues, available on our website at
www.sec.gov/divisions/corpfin/acctdis120105.pdf.
* Please tell us how you account for revenues from your Combustion
Additives segment, including those generated by the JV with Arch
Coal
and any other revenues.

Goodwill, page F-9

6. We note your reference to the investment banking firm that
performed a valuation of your company.  In future filings either
name
these experts or delete your reference to them.  We remind you
that if
you refer to and identify these experts, you must include their
consents when the reference is included in a filing in the 1933
Act
environment.  Refer to Section 436(b) of Regulation C.

7. We read that based upon the 2002 valuation of your company,
which
was updated in subsequent years, you determined that no impairment
of
your goodwill was required.  Please explain to us in more detail
how
you determined that your goodwill was not impaired.  We remind you
that goodwill impairment must be tested at the "reporting unit"
level,
as that term is defined in SFAS 142, and not at the level of your
consolidated company.  If you have tested goodwill at the
reporting
unit level, please revise your disclosure in future filings to
clarify
this matter.

Note 3 - Investments, page F-13

8. Please reconcile for us the amount you have disclosed in note
three
regarding your unrealized gain/loss on investments to the amount
you
have shown in comprehensive income for "unrealized gains and
losses on
certain investments in debt and equity securities, net of tax."

Note 6 - Commitments and Contingencies, page F-17

9. We note your discussion, here and on page ten, of your
performance
guarantees.  Please tell us how you have accounted for these
performance guarantees and, if these are effectively warranties of
your equipment, what consideration you have given to providing the
warranty disclosures as indicated in paragraph 14 of FIN 45.
Quantify
for us, and disclose in future filings if material, the amount, if
any, that you have paid under such performance guarantees to date.

Note 10 - Business Segment Information, page F-19

10. In future filings please provide a brief description of the
non-
allocated general and administrative expenses.  Refer to
paragraphs
31-32 of SFAS 131.


Form 10-Q for the period ended March 31, 2006

Item 2. Management`s Discussion and Analysis - Overview

11. We read that you have deferred $312,000 of costs related to
your
M&A activities in other long-term assets.  Please describe these
deferred costs to us, and tell us how you determined that it was
appropriate to capitalize these costs.  We remind you that only
the
direct costs of a business combination may be capitalized.  Refer
to
paragraph 24 of SFAS 141.

Item 3. Controls and Procedures

12. We read that your "Chief Executive and Financial Officers
believe
that these controls and procedures are effective to ensure that
[you
are] able to collect, process and disclose the information [you
are]
required to disclosure in the reports [you file] with the SEC
within
the required time periods."  This appears to be an abbreviated
definition of effective controls and procedures as defined in
Exchange
Act Rule 13a-15(e).  Please confirm to us, and revise future
filings
to clarify, if true, that your officers concluded that your
disclosure
controls and procedures are effective to ensure that you are able
to
record, process, summarize and disclose the information you are
required to disclosure in the reports you file with the SEC within
the
required time periods and your disclosure controls and procedure
are
effective to ensure that information required to be disclosed in
the
reports that you file or submit under the Exchange Act is
accumulated
and communicated to your management, including your chief
executive
officer and chief financial officer, to allow timely decisions
regarding required disclosure.  Alternatively, you may revise
future
filings to simply state that your disclosure controls and
procedures
are effective or ineffective without providing the definitions.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please provide us with a supplemental response
letter that keys your responses to our comments and provides any
requested supplemental information.  Detailed letters greatly
facilitate our review.  Please file your supplemental response on
EDGAR as a correspondence file.  Please understand that we may
have
additional comments after reviewing your 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 and
Exchange
Act of 1934 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.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* 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
* 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.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our
comments on your filing.

If you have any questions regarding these comments, please direct
them
to Mindy Hooker, Staff Accountant, at (202) 551-3732, Jennifer
Thompson, Staff Accountant, at (202)551-3737 or to the undersigned
at
(202) 551-3768.

Sincerely,



John Cash
Branch Chief
Mr. Mark H. McKinnies
ADA-ES Inc.
June 22, 2006
Page 1


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE


</TEXT>
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