SEC Company Response from SUN NEW MEDIA INC. (NXMR) (CIK 0001088005) — Mar 30, 2005
SUN NEW MEDIA INC. (NXMR) (CIK 0001088005)
Date: March 30, 2005 · CIK: 0001088005 · Accession: 0001221508-05-000014
AI Filing Summary & Sentiment
Referenced dates: March 1, 2005
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CORRESP
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VENTURE LAW CORPORATION
VENTURE LAW CORPORATION
Suite 618 - 688 West Hastings Street
Vancouver, British Columbia, V6B 1P1
Telephone: (604) 659-9188
Facsimile: (604) 659-9178
Alixe B. Cormick
Direct Line: (604) 659-9181
March 9, 2005
BY FAX & EDGAR
Attention: Owen Pinkerton and Elaine Wolff
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549 0405
Dear Mr. Pinkerton and Ms. Wolff,
Re:
SE Global Equities Corp. - Pre Schedule 14C - File
No. 0-26347
Thank-you for your letter dated March 1, 2005, concerning the preliminary
information statement filed by SE Global Equities Corp (the "Company") on
Schedule 14A on February 8, 2005 (the February Circular"). As discussed with Mr.
Pinkerton by telephone March 8, 2004, SE Global Equities Corp. has withdrawn the
above noted filing and filed a new Schedule 14A on March 1, 2004 (the "March
Circular"), prior to SE Global Equities Corp. receiving a copy of your letter.
On behalf of the Company we reply to your comments to the February Circular
as follows:
1. Exemption from registration to be relied upon. All of the
parties which would receive shares of the Company in connection with the
proposed asset acquisition reside outside of the United States. The Company
intends to rely on Regulation S in this proposed transaction.
2. Proxy Card - Resolution 9. This item was included by error
from a standard form which was then carried over to the second proxy card filed
with the March Circular. It will be removed in the final filing of the
Definitive March Circular and proxy card.
3. Asia Net Transaction is Not Contingent on Stockholder Approval.
As discussed with Mr. Pinkerton, the proposed Asia Net transaction is not
contingent on stockholder approval of the items proposed in either the February
Circular or the March Circular. It is instead the impetus. The Company and Sun
Media, a 50% stockholder of Asia Net, have only signed a term sheet at this
time. The term sheet is non-binding. Each side is working hard towards
finalizing the various documents required and working out the specific terms of
the asset acquisition and related agreements, but no binding agreements have
been signed at this time. The term sheet itself does not require a name change,
the appointment of directors, or a recapitalization of the Company. The reverse
split was a negotiated point between the parties given the market price of the
Company at the time of negotiating the term sheet. If the Company could not
complete the reverse split the parties would renegotiate and the final asset
acquisition agreement would reflect this fact.
The voting items proposed by the Board of Directors in the February and March
Circulars were items the Board of Directors of the Company anticipated would be
required or would help the Company move forward with the asset acquisition and
related transactions. The proposed voting items could have been put forward at
anytime without the anticipation of a pending asset acquisition or other
transaction. Further, if the stockholders did not approve the items proposed in
the February of March Circulars the parties could and likely would negotiate
around these items. For instance, the Company could issue preferred shares with
special voting and conversion rights to the vendors which would eliminate the
need for the reverse split and recapitalization altogether. This change would
also allow the Company to provide other rights and benefits to the vendors not
shared by the common stockholders. At this time, the only limitation to the
Company going forward with the proposed asset acquisition is the number of
shares of common stock that is presently authorized by the Company.
Under the laws of Minnesota, the State in which the Company is incorporated,
stockholder approval is not required to enter into the asset acquisition
agreement or to complete the acquisition proposed between the Company and Asia
Net. Minnesota law does, however, require stockholder approval be obtained
before the Company may amend its Articles of Incorporation to change its name,
do a reverse split of its outstanding share capital, or change its
capitalization. As mentioned previously, the Company could request these changes
at any time without reason and its majority stockholder, Capital Alliance Group
Inc., holding over 82% of the issued and outstanding share capital is the only
stockholder who would need to vote to approve these changes. Capital Alliance
Group Inc. has indicated that it intends to vote in favor of the items proposed
in the March Circular.
As per the requirements of sections 13 and 15(d) of the Securities
Exchange Act of 1934, the Company will be filing a Form 8-K on signing the
asset acquisition agreement with Asia Net and on signing the other related
agreements. The Company will also file a final Form 8-K on closing the proposed
asset acquisition agreement with Asia Net. At that time the Company will provide
detailed disclosure about the asset acquisition agreement, related transactions
and the requisite financial statements. Asia Net is currently preparing the
necessary audited financial statements to go forward and the Company will in
turn prepare the required pro forma financial statements required under Form
8-K.
We trust you will find the foregoing satisfactory.
Yours Truly,
VENTURE LAW CORPORATION
/s/ Alixe Cormick
Per:
Alixe Cormick
c. SE Global Equities Corp.
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