CHINA MEDIA GROUP CORPORATION |
May 7, 2007 |
Division of Corporate Finance |
Attn: | Mr. Paul Fischer, Esq. |
Re: | China Media Group Corporation |
Dear Mr. Fischer, |
We refer to your letter dated May 3, 2007 in regard to the comments on our Form SB-2/A filed April 23, 2007. We hereby submit our replies below together with the marked up copy of the SB-2/A for your easy reference. |
Comment 1: |
Please refer to the letter in Appendix A showing the calculation of the public float. |
Comment 2: |
The requested information has been added to page 5. |
Comment 3: |
The requested information has been added to page 32. |
Comment 4: |
Refer to page 45 for amendments. |
Comment 5: |
Refer to page 45 for amendments. |
For and on behalf of /s/ Con Unerkov ________________________________ Con Unerkov |
1803 Chinchem Tower, 34-37 Connaught Road, Central, Hong Kong
Tel: +852 3171 1208 ext 222 Fax: +852 3171 1206
Appendix A |
LAW OFFICES OF
DAVID J. LEVENSON
7947 Turncrest Drive
Potomac, Maryland 20854
Admitted: MA, DC and VA | 301-299-8092 |
(Not Admitted: MD) | fax: 301-299-8093 |
levensonfam@msn.com |
May 4, 2007
Paul Fischer, Esq. |
Re: | China Media Group Corporation |
Dear Mr. Fischer: |
Con Unerkov, Chief Executive Officer of China Media Group Corporation (China Media), has asked me to respond to Comment 1 in your letter to him dated May 3, 2007. The Comment asks for the calculations in arriving at China Media Group_s public float, including the determination of the percentage of the present offering the public float represents. |
The following calculation of the percentage of the public float the public offering represents (what I think the Comment really is asking) is based upon a review of the registration statement, as amended, and the beneficial ownership reports filed with the Commission: |
As of April 13, 2007 | ||
-------------------- | ||
Total issued shares outstanding: | 495,835,127 | |
The number of shares held by affiliates (detailed below): | 328,477,603 | |
The number of shares held by the Selling Stockholder (commitment shares): | 12,500,000 | |
-------------------- | ||
Public float: the number of shares excluding shares held by affiliates and selling shareholder | 154,857,524 | |
Registration Cap (33%)* | 51,102,983 | |
Registered shares: | 50,958,333 | |
Percentage of public float represented by the registered shares | 32.9% |
* | The Registration Cap is calculated based upon the reference in the two-page report of Sichenzia Ross Friedman Ference LLP, entitled "Latest from the SEC on Rule 415," which was attached to my previous letter submitted April 30, 2007. |
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The beneficial ownership of the "affiliates" of China Media, based upon reports filed with the Commission by the officers and directors of China Media and the holders of more than 10% of the outstanding shares as of April 13, 2007 is as follows: |
Affiliates: | Directly held | Incorporation by reference | |
Con Unerkov * | 1,369,863 | SC 13D filed on March 13, 2007 | |
Alex Te Heng Ho* | 1,232,876 | SC 13D filed on March 13, 2007 | |
Paul Michael Scanlan * | 1,369,863 | Form 5 filed on February 6, 2007 | |
Maxcom Group International Ltd. | 141,666,668 | SC 13D filed on January 18, 2007 | |
Simple Securities Ltd. | 57,838,333 | SC 13D filed on February 21, 2007 | |
Central High Limited | 125,000,000 | SC 13D filed on March 13, 2007 | |
------------------ | |||
Total shares held by "affiliates" | 328,477,603 |
* | An officer and/or director of China Media |
Thank you for your attention. If the staff has any other questions about the matter raised in Comment 1, or about China Media�s response, please do not hesitate to contact me. Finally, China Media would appreciate a prompt resolution of this matter. |
Sincerely, | |
/s/ David J. Levenson | |
---------------------------- | |
David J. Levenson |
cc: Con Unerkov, President |
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