Update on the Proposed Reorganization of Sun Entertainment Holding Corp.
Update on the Proposed Reorganization of Sun Entertainment Holding Corp.
NASHVILLE, Tenn., Aug. 5 /PRNewswire-FirstCall/ -- Sun Entertainment Holding Corporation (the "Company") (TSX: SED.V) wishes to provide an update on the proposed reorganization of the Company to change its corporate jurisdiction from the Province of British Columbia to the State of Nevada, as disclosed in the Company's news release dated December 3, 2007.
On May 19, 2006, the Company received shareholder approval to reorganize the Company, including approval to effect a continuance to any state jurisdiction in the United States and to delist from the TSX Venture Exchange. As the Company's assets, shareholder base, and majority of its directors and officers are based in the United States, management and the board of the directors determined that it is in the best interests of the Company to effect the proposed reorganization.
Prior to effecting the reorganization, the Company intended to file a registration statement in the United States with the United States Securities and Exchange Commission (the "SEC") to register its common shares under the Securities Exchange Act of 1934 (the "Exchange Act"). Following such registration, the Company intended to quote its common shares on the OTC Bulletin Board and delist from the TSX Venture Exchange.
Subsequent to receiving shareholder approval, the Company has decided to postpone the reorganization in order to determine the costs associated with registering a class of shares under the Exchange Act, particularly the compliance costs to the Company under the Sarbanes - Oxley Act and the requirement to obtain an auditor attestation report on the internal controls of the Company. The SEC has postponed the auditor attestation report requirement for Smaller Reporting Companies such as the Company until it files an annual report ending on or after December 15, 2009. Due to the high compliance costs with the auditor attestation report, and due to the uncertainty of whether the SEC will require the report in the future, the Company has determined to postpone the reorganization until a definitive compliance date is provided. The Company intends to continue to seek shareholder approval of the reorganization at future shareholder meetings so that it may quickly proceed with the reorganization in the event the SEC eliminates the auditor attestation report.
About Sun Entertainment Corporation
Sun Entertainment Corporation (SEC), based in Nashville, Tennessee, is a wholly owned subsidiary of Sun Entertainment Holding Corporation (SEHC), a publicly traded entity. SEHC/SEC owns the trademarks associated with the legendary Sun Records label that originated in Memphis, Tennessee with producer Sam Phillips. The Company, internationally recognized for rock-n-roll and the evolution of rockabilly is involved in merchandising and management of its vast catalog of approximately 8000 master recordings, with artists including Johnny Cash, Jerry Lee Lewis, Carl Perkins, Roy Orbison, Conway Twitty, Elvis Presley and others.
Official web site: www.sunrecords.com or www.sunelvis.com
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the Company's intention to: (1) seek shareholder approval of the reorganization at future shareholder meetings and (ii) quickly proceed with the reorganization in the event the SEC eliminates the auditor attestation report. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a downturn in general economic conditions in North America and internationally, (2) the inherent uncertainties associated with effecting corporate reorganizations, (3) refusal of any number of regulatory authorities from approving the proposed reorganization, (4) inability to finance operations and growth, and (5) other factors beyond the Company's control. These forward-looking statements are made as of the date of this news release and the Company assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements. Additional information about these and other assumptions, risks and uncertainties are set out in the "Risks and Uncertainties" section in the Company's MD&A filed with Canadian security regulators.
The TSX Venture Exchange has neither approved nor disapproved this announcement.
First Call Analyst:
FCMN Contact:
Source: Sun Entertainment Holding Corporation
CONTACT: Terry O. Lashman, +1-800-665-2454, Shelby S. Singleton or John
A. Singleton, +1-615-385-1960, all for Sun Entertainment Holding Corporation
Web site: http://www.sunrecords.com/
http://www.sunelvis.com/
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