SEC Company Response from MIV THERAPEUTICS INC (CIK 0001083011) — Nov 10, 2005
MIV THERAPEUTICS INC (CIK 0001083011)
Date: Nov. 10, 2005 · CIK: 0001083011 · Accession: 0001001277-05-000809
AI Filing Summary & Sentiment
File numbers found in text: 000-30453
Referenced dates: July 18, 2005, July 18, 2005, July 18, 2005, November 3, 2005
Letter
November 10, 2005 Via Facsimile & EDGAR Eric Atallah Staff Accountant Mail Stop 6010 Division of Corporate Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
Re: MIV Therapeutics, Inc. SEC 34 Act File No.: 000-30453
Dear Mr. Atallah:
In response to a question raised by the Staff, this letter will clarify MIV Therapeutics' (the "Company's") response letters dated July 18, 2005 and November 3, 2005 regarding its acquisition of SagaX, Inc. and proposed acquisition of Sahajanand Medical Technologies, Inc.
As previously disclosed, the Company acquired all the outstanding shares of SagaX, Inc., a Delaware corporation. SagaX's sole asset consists of a patent in the United States. The Company acquired SagaX to obtain ownership of the patent and to further develop and potentially place it into a commercially viable product. As stated in the Company's response letter dated July 18, 2005 and as further stated in its letter dated November 3, 2005 to the Staff, SagaX had no business nor assets (except for the patent) as of the date of the acquisition and, therefore, the Company does not believe that SagaX is a significant subsidiary as defined in Rule 1-02(w) and no financial statements are required pursuant to Rule 3-05(b)(2)(i) of Regulation S-X.
<PAGE>
Eric Atallah Staff Accountant November 10, 2005 Page 2
In addition, as previously disclosed in a press release and periodic filings with the Commission, the Company has entered into a letter of intent to acquire all of the outstanding shares of Sahajanand Medical Technologies, Inc. ("SMT") for approximately 44.5 million common shares. The acquisition of SMT is subject to a number of conditions including entering into a definitive agreement. If the Company enters into a definitive agreement to acquire SMT, the Company will seek shareholder approval to amend the Company's articles of incorporation to increase the number of authorized shares of common stock for the acquisition. In addition, as set forth in the Company's letter dated July 18, 2005, if the Company enters into a definitive agreement to acquire SMT and consummates the acquisition, the Company will file with the Commission in the appropriate filings SMT's financial statements and pro forma financial information in accordance with Regulation S-X. However, because the Company has not yet entered into a definitive agreement with SMT, and is currently in further discussion with SMT, no financial or other information about a SMT acquisition is required at this time.
We hope the forgoing explanation clarifies the Company's prior responses, and if you have any questions, please do not hesitate to contact the undersigned.
Very truly yours,
/s/ Daniel B. Eng
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BULLIVANT HOUSER BAILEY PC
Attorneys at Law
DANIEL B. ENG
E-mail: daniel.eng@bullivant.com
November 10, 2005
Via Facsimile & EDGAR
Eric Atallah
Staff Accountant
Mail Stop 6010
Division of Corporate Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: MIV Therapeutics, Inc.
SEC 34 Act File No.: 000-30453
Dear Mr. Atallah:
In response to a question raised by the Staff, this letter will clarify MIV
Therapeutics' (the "Company's") response letters dated July 18, 2005 and
November 3, 2005 regarding its acquisition of SagaX, Inc. and proposed
acquisition of Sahajanand Medical Technologies, Inc.
As previously disclosed, the Company acquired all the outstanding shares of
SagaX, Inc., a Delaware corporation. SagaX's sole asset consists of a patent in
the United States. The Company acquired SagaX to obtain ownership of the patent
and to further develop and potentially place it into a commercially viable
product. As stated in the Company's response letter dated July 18, 2005 and as
further stated in its letter dated November 3, 2005 to the Staff, SagaX had no
business nor assets (except for the patent) as of the date of the acquisition
and, therefore, the Company does not believe that SagaX is a significant
subsidiary as defined in Rule 1-02(w) and no financial statements are required
pursuant to Rule 3-05(b)(2)(i) of Regulation S-X.
<PAGE>
Eric Atallah
Staff Accountant
November 10, 2005
Page 2
In addition, as previously disclosed in a press release and periodic
filings with the Commission, the Company has entered into a letter of intent to
acquire all of the outstanding shares of Sahajanand Medical Technologies, Inc.
("SMT") for approximately 44.5 million common shares. The acquisition of SMT is
subject to a number of conditions including entering into a definitive
agreement. If the Company enters into a definitive agreement to acquire SMT, the
Company will seek shareholder approval to amend the Company's articles of
incorporation to increase the number of authorized shares of common stock for
the acquisition. In addition, as set forth in the Company's letter dated July
18, 2005, if the Company enters into a definitive agreement to acquire SMT and
consummates the acquisition, the Company will file with the Commission in the
appropriate filings SMT's financial statements and pro forma financial
information in accordance with Regulation S-X. However, because the Company has
not yet entered into a definitive agreement with SMT, and is currently in
further discussion with SMT, no financial or other information about a SMT
acquisition is required at this time.
We hope the forgoing explanation clarifies the Company's prior responses,
and if you have any questions, please do not hesitate to contact the
undersigned.
Very truly yours,
/s/ Daniel B. Eng
Daniel B. Eng
DBE/lcs
cc: Patrick McGowan
David Kong
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