SEC Comment Letter for SUN NEW MEDIA INC. (NXMR) (CIK 0001088005) — Mar 21, 2005
SUN NEW MEDIA INC. (NXMR) (CIK 0001088005)
Date: March 21, 2005 · CIK: 0001088005 · Accession: 0000000000-05-013136
AI Filing Summary & Sentiment
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March 1, 2005
Mail Stop 0409
Toby Chu
Chairman and Chief Executive Officer
SE Global Equities Corp.
P.O. Box 297
1142 S. Diamond Bar Boulevard
Diamond Bar, CA 91765
Re: SE Global Equities Corp.
Preliminary Proxy Statement on Schedule 14A
Registration No. 0-26347
Filed on February 8, 2005
Dear Mr. Chu:
This is to advise you that we have limited our review of the
Preliminary Proxy Statement on Schedule 14A noted above to the
following comments:
1. Please provide us with a supplemental analysis as to what
exemption from registration you relied upon in connection with the
issuance of 341.5 million shares of your common stock to Asia Net
and
other related entities.
2. We refer to the proxy card you attached as Exhibit 99.1 to the
PRE
14A filed on February 8, 2005. Specifically, we refer to
Resolution
9 on the proxy card which asks for stockholder approval to
"approve
and ratify the actions and deeds of the directors and officers for
and on behalf of the Corporation since last fiscal year." This
resolution is not listed in the PRE 14A nor is any discussion of
the
resolution included in the proxy statement. Please revise the 14A
to
give a full discussion of the reasons for this proposal, including
the actions and deeds for which you are seeking ratification, and
the
votes needed in order for the proposal to be approved.
3. We note that several of the proposals that shareholders are
being
asked to approve are necessary in order for the company to
complete
the terms of the acquisition of AMMT-BVI. Since shareholders are
being asked to approve these measures, and the acquisition of Asia
Net is contingent upon these proposals being effected, it appears
that shareholders are therefore, in essence, being asked to
approve
the acquisition of AMMT-BVI. Please provide the relevant
disclosure
required by Items 13 and 14 of Schedule A, including pro forma
financial statements and financial statements for AMMT-BVI. We
refer
to Note A of Schedule 14A.
* * * * *
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing(s) to be certain that
they
have provided all information investors require for an informed
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.
Additionally, the registrant should provide written
acknowledgement
of the following:
The adequacy and accuracy of the disclosure in the filing is the
responsibility of the registrant. The registrant acknowledges that
staff comment or changes in response to staff comment in the
proposed
disclosure in the preliminary proxy materials do not foreclose the
Commission from taking any action with respect to the filing. The
registrant also represents that staff comment may not be asserted
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 connection with our review of
your
filing or in response to our comments on your filing.
All persons who are by statute responsible for the adequacy
and
accuracy of the information statement are urged to be certain that
all information required pursuant to the Securities Exchange Act
of
1934 has been included.
If you have any questions, please call Owen Pinkerton at
(202)
942-1971 or the undersigned at (202) 942-1960.
Sincerely,
Elaine Wolff
Branch Chief
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