SEC Comment Letter for MARA Holdings, (MARA) — Nov 5, 2012
MARA Holdings, Inc.
Date: Nov. 5, 2012 · CIK: 0001507605 · Accession: 0000000000-12-060601
AI Filing Summary & Sentiment
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE November 5 , 2012 Via E-mail Mr. Mark Groussman Chief Executive Officer American Strategic Minerals Corporation c/o National Corporate Research Ltd. 202 South Minnesota Street Carson City, NV 89703
Re: American Strategic Minerals Corporation Preliminary Information Statement on Schedule 14C Filed October 4 , 201 2 File No. 0-54652
Dear Mr. Groussman :
We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us information so that we may better understand your disclosure.
Please respond to this letter within 10 business days by amending your filin g, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe that our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in y our response.
After reviewing any amendment to your filing and the information that you provide in response to these comments, we may have additional comments.
General
1. Disclose how you intend to obtain written consents and which holders of a majority of the voting power of the outstanding capital stock are to give the written consents. Additionally, tell us why solicitation of the written consents is not subject to the requirements of Schedule 14A under the Exchange Act. See Rule 14a -2 of Regulation 14 A under the Exchange Act.
2. We note that you filed on August 3, 2012 a preliminary information statement on Schedule 14C to change the company’s name to “Fidelity Property Group” because the board of directors determined that the name better reflected the c ompany’s long term strategy and
Mr. Mark Groussman American Strategic Minerals Corporation November 5 , 2012 Page 2
identity going forward. Tell us why you did not file a definitive information statement on Schedule 14C. We may have additional comment s upon reviewing your response.
3. We note that the preliminary information statement on Schedule 14C which was filed on October 4, 2012 is to amend the company’s articles of incorporation to change the company’s name to “Marathon Patent Group, Inc.” because the board of directors determined that the name better reflects the company’s long ter m strategy, identity, and new business direction. Disclose what the company’s long -term strategy and new business direction are. Further, disclose what comprise the company’s assets for its long -term strategy and new business direction. We may have addi tional comments upon reviewing your response.
4. We note that the preliminary information statement on Schedule 14C which was filed on October 4, 2012 also is to authorize the board of directors to amend the company’s articles of incorporation to effect a tw o for three reverse split of the company’s common stock. Because the reverse split will decrease the number of issued and outstanding shares of common stock and increase the number of shares of common stock available for issuance, disclose whether the com pany has any plans, proposals, or understandings, formally or informally, to issue any of the additional shares of common stock that would be available after the reverse split is effected. We may have additional comments upon reviewing your response.
5. For notice and timing of a reverse stock split, we direct your attention to the requirements of Rule 10b -17 under the Exchange Act.
6. Update your EDGAR company profile to include your current business address, telephone number, e -mail address, and mailing address.
Closing
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. 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 a dequacy of the disclosures that they have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
The company is responsible for the adequacy and accuracy of the disclosure in the filing s.
Mr. Mark Groussman American Strategic Minerals Corporation November 5 , 2012 Page 3
Staff comme nts or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing s.
The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any pers on under the federal securities laws of the United States.
You may direct questions on comments and disclosure issues to Edward M. Kelly at 202- 551-3728 or Craig E. Slivka at (202) 551 -3729.
Very truly yours ,
/s/ Craig E. Slivka, for
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
November 5 , 2012
Via E-mail
Mr. Mark Groussman
Chief Executive Officer
American Strategic Minerals Corporation
c/o National Corporate Research Ltd.
202 South Minnesota Street
Carson City, NV 89703
Re: American Strategic Minerals Corporation
Preliminary Information Statement on Schedule 14C
Filed October 4 , 201 2
File No. 0-54652
Dear Mr. Groussman :
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us information so that we may better understand your
disclosure.
Please respond to this letter within 10 business days by amending your filin g, by
providing the requested information, or by advising us when you will provide the requested
response. If you do not believe that our comments apply to your facts and circumstances or do
not believe an amendment is appropriate, please tell us why in y our response.
After reviewing any amendment to your filing and the information that you provide in
response to these comments, we may have additional comments.
General
1. Disclose how you intend to obtain written consents and which holders of a majority of the
voting power of the outstanding capital stock are to give the written consents. Additionally,
tell us why solicitation of the written consents is not subject to the requirements of Schedule
14A under the Exchange Act. See Rule 14a -2 of Regulation 14 A under the Exchange Act.
2. We note that you filed on August 3, 2012 a preliminary information statement on Schedule
14C to change the company’s name to “Fidelity Property Group” because the board of
directors determined that the name better reflected the c ompany’s long term strategy and
Mr. Mark Groussman
American Strategic Minerals Corporation
November 5 , 2012
Page 2
identity going forward. Tell us why you did not file a definitive information statement on
Schedule 14C. We may have additional comment s upon reviewing your response.
3. We note that the preliminary information statement on Schedule 14C which was filed on
October 4, 2012 is to amend the company’s articles of incorporation to change the
company’s name to “Marathon Patent Group, Inc.” because the board of directors determined
that the name better reflects the company’s long ter m strategy, identity, and new business
direction. Disclose what the company’s long -term strategy and new business direction are.
Further, disclose what comprise the company’s assets for its long -term strategy and new
business direction. We may have addi tional comments upon reviewing your response.
4. We note that the preliminary information statement on Schedule 14C which was filed on
October 4, 2012 also is to authorize the board of directors to amend the company’s articles of
incorporation to effect a tw o for three reverse split of the company’s common stock.
Because the reverse split will decrease the number of issued and outstanding shares of
common stock and increase the number of shares of common stock available for issuance,
disclose whether the com pany has any plans, proposals, or understandings, formally or
informally, to issue any of the additional shares of common stock that would be available
after the reverse split is effected. We may have additional comments upon reviewing your
response.
5. For notice and timing of a reverse stock split, we direct your attention to the requirements of
Rule 10b -17 under the Exchange Act.
6. Update your EDGAR company profile to include your current business address, telephone
number, e -mail address, and mailing address.
Closing
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing s to be certain that the filing s include the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. 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 a dequacy of the disclosures that they have made.
In responding to our comments, please provide a written statement from the company
acknowledging that:
The company is responsible for the adequacy and accuracy of the disclosure in the
filing s.
Mr. Mark Groussman
American Strategic Minerals Corporation
November 5 , 2012
Page 3
Staff comme nts or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing s.
The company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any pers on under the federal securities laws of the United
States.
You may direct questions on comments and disclosure issues to Edward M. Kelly at 202-
551-3728 or Craig E. Slivka at (202) 551 -3729.
Very truly yours ,
/s/ Craig E. Slivka, for
Pamela A. Long
Assistant Director
cc: Via E-mail
Harvey J. Kesner, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, NY 10006