Securities Exchange Act of 1934
November 29, 2012
Response of the Office of Chief Counsel
Division of Corporation Finance
Incoming letter dated November 14, 2012
Based on the facts presented, the Division will not object if Chai-Na-Ta does not file future periodic reports under Section 13(a) of the Securities Exchange Act of 1934. In reaching this position, we particularly note the following:
- Chai-Na-Ta's stockholders approved the winding up, liquidation and dissolution of Chai-Na-Ta;
- Chai-Na-Ta will submit reports on Form 6-K to disclose any material events relating to its winding up and dissolution, including any claims that are asserted against Chai-Na-Ta and its shareholders pursuant to Section 226 of the Canada Business Corporations Act, until such time as Chai-Na-Ta is eligible to file a Form 15;
- Chai-Na-Ta will submit a report on Form 6-K when the time for asserting claims under Section 226 of the Canada Business Corporations Act has expired;
- Chai-Na-Ta is current and timely in its reporting obligations under the Exchange Act;
- Chai-Na-Ta filed its articles of dissolution with the Director of Corporations Canada and the effective date of the dissolution was September 26, 2012;
- There is no trading in Chai-Na-Ta's securities; and
- Chai-Na-Ta's transfer agent has closed Chai-Na-Ta's stock transfer books and discontinued recording transfers of Chai-Na-Ta's stock.
This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusions on the questions presented.
Matt S. McNair
The Incoming Letter is in Acrobat format.