SEC Comment Letter for CHINA PROPERTIES DEVELOPMENTS INC (CIK 0001174741) — Sep 22, 2005
CHINA PROPERTIES DEVELOPMENTS INC (CIK 0001174741)
Date: Sept. 22, 2005 · CIK: 0001174741 · Accession: 0000000000-05-049048
AI Filing Summary & Sentiment
Letter
Mail Stop 04-09 March 29, 2005 Shawn Erikson Bangla Property Management, Inc. 3540 Albert Street Regina, Saskatchewan, Canada S4S 3P5
Re: Bangla Property Management, Inc. Amended Preliminary 14A Proxy Statement Filed on March 25, 2005 File No. 0-50637
Dear Mr. Erikson:
This is to advise you that with respect to our review of the above proxy statement we have the following additional comments:
General
1. We note your response to comment 2. Based on your response and the revised proxy statement, it appears that you will sell all your existing assets to Mr. Erickson for $100.
Please supplementally advise us whether your current articles of incorporation and/or Colorado law require shareholder approval for the sale of all of your assets.
Please provide additional disclosure regarding the sale of your current assets including the specific assets to be acquired by Mr. Erickson, the method by which you determined the acquisition price, the anticipated closing date of the sale and whether or not the sale was approved your board of directors in accordance with your articles, by-laws and the laws of Colorado relating to interested party transactions.
We note from your most recent Form 10-Q that you had revenues of $10,530 and net income of $4,088 for the three months ended December 31, 2004. Please disclose the extent to which these results of operations were considered in determining the $100 acquisition price.
Please remove references to the transaction as a "spin-off." The term "spin-off" suggests that the shares of the subsidiary will be distributed to your existing shareholders. In fact, the proposed transaction appears to be a sale of the subsidiary.
2. We note your response to comment 3. Please note that if shareholders` are required to approve both the merger and the sale of your current assets to Mr. Erickson, you would need to revise the proxy statement to show the effects of the aggregate transactions in pro forma financial statements.
If you have any questions, please call Michael McTiernan at (202) 824-5445.
Sincerely,
Owen Pinkerton
Senior Counsel
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Mail Stop 04-09
March 29, 2005
Shawn Erikson
Bangla Property Management, Inc.
3540 Albert Street
Regina, Saskatchewan, Canada S4S 3P5
Re: Bangla Property Management, Inc.
Amended Preliminary 14A Proxy Statement
Filed on March 25, 2005
File No. 0-50637
Dear Mr. Erikson:
This is to advise you that with respect to our review of the
above proxy statement we have the following additional comments:
General
1. We note your response to comment 2. Based on your response and
the revised proxy statement, it appears that you will sell all
your
existing assets to Mr. Erickson for $100.
Please supplementally advise us whether your current articles of
incorporation and/or Colorado law require shareholder approval for
the sale of all of your assets.
Please provide additional disclosure regarding the sale of your
current assets including the specific assets to be acquired by Mr.
Erickson, the method by which you determined the acquisition
price,
the anticipated closing date of the sale and whether or not the
sale
was approved your board of directors in accordance with your
articles, by-laws and the laws of Colorado relating to interested
party transactions.
We note from your most recent Form 10-Q that you had revenues of
$10,530 and net income of $4,088 for the three months ended
December
31, 2004. Please disclose the extent to which these results of
operations were considered in determining the $100 acquisition
price.
Please remove references to the transaction as a "spin-off."
The
term "spin-off" suggests that the shares of the subsidiary will be
distributed to your existing shareholders. In fact, the proposed
transaction appears to be a sale of the subsidiary.
2. We note your response to comment 3. Please note that if
shareholders` are required to approve both the merger and the sale
of
your current assets to Mr. Erickson, you would need to revise the
proxy statement to show the effects of the aggregate transactions
in
pro forma financial statements.
If you have any questions, please call Michael McTiernan at
(202) 824-5445.
Sincerely,
Owen Pinkerton
Senior Counsel
??
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