FRANK J. HARITON •ATTORNEY - AT - LAW
1065 Dobbs Ferry Road • White Plains • New York 10607 • (Tel) (914) 674-4373 • (Fax) (914) 693-2963 • (e-mail) hariton@sprynet.com
March 8, 2013
Larry Spirgel, Assistant Director
Division of Corporastion Finance
Securities and Exchange Commission
Washington, D.C. 20549
Re:
ANV Security Group Inc. (the “Issuer”)
Form 10-K for Fiscal Year Ended December 31, 2011
Filed March 30, 2012
Response dated October 22, 2012
Form 10-Q A-1 for the Fiscal Quarter Ended June 30, 2012
Filed October 19, 2012
File No. 000-53802
Ladies and Gentlemen:
This letter supplements the Issuer’s prior responses to the staff’s December 27, 2012 letter (the “12/27 Letter”). The numbered paragraphs below correspond to the numbered paragraphs in the 12/27 Letter.
1.
The contract with Quindao Fu Yuan Tan Tong and the3 VIE have been filed as exhibits to an amended Form 10-Q for the period ended September 30, 2012 (the “9/30/210QA1”).
2.
We have amended the patent disclosures in the 9/30/12/10QA1 in response to the comment.
3.
We have filed the VIE and expanded our discussion of it in the 9/30/1210QA1 in response to the comment.
4.
The comment is noted and has been complied with.
5.
As revealed in the organizational chart included in the 9/30/1210QA1, the companies disposed of were not just subsidiaries of the Issuer, but indirect subsidiaries owned through several issuers. I have reviewed the applicable Nevada Statutes, with particular attention to NRS 78.120 - Board of directors: General Powers and NRS 78.565 - Sale, lease or exchange of assets: Authority; vote of stockholders. Clearly this is not a sale of “all” of the Issuer’s assets as described in the statutes. I believe that the sale of the subsidiaries was allowable under Nevada Law without a shareholder vote under the plain language of the statutes and I have not been able to locate a Nevada case to the contrary. I note that the Delaware Statute refers to shareholder approval for the sale of “all or substantially all” of a corporation’s assets, while in Nevada the operative word is “all”. No case has decided that the statute should not be taken at its word. Nevada: Delaware of the West by Jeffery Beck -Deal Lawyers November –December 2011 at fn 19.
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6.
Even in Delaware, where the court inHollingsworth v Hollingsworth International held – as a new ruling – that sales of indirect subsidiaries could require shareholder ratification, the court applied a qualitative as well as a quantitative analysis for determining whether the sold subsidiary represented “substantially all” of the parent’s assets. Under a qualitative analysis, the sale of assets which are indirect subsidiaries in business decline and which are losing money and have no prospect of becoming profitable would not be considered a sale of substantially all of the assets of the Issuer.
7.
We have added the requested discussion in the 093010QA1.
8.
We have expanded the liquidity section in the 9/30/10QA1 in response the comment.
Very truly yours,
/s/ Frank J. Hariton
Frank J. Hariton
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