August 13, 2009
Maryse Mills-Apenteng
Special Counsel-Mail Stop 4561
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Seamless Corporation
Preliminary Information Statement on Schedule 14C
Filed July 29, 2009
File No. 000-20259
Dear Ms. Mills-Apenteng:
We have received your letter dated August 6, 2009, containing comments on the
above referenced document.
We acknowledge that the adequacy and accuracy of the disclosure in the filing is
our responsibility. We acknowledge that the staff comments or changes to
disclosure do not foreclose the Commission from taking any action with respect
to the filing. We acknowledge that the company may not assert staff comments as
a defense in any proceedings initiated by the Commission or any person under the
federal securities laws of the United States.
The following are our answers to your comments, numbered to correspond to your
comments.
Preliminary Information Statement on Schedule 14C
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General
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1. Revise your filing to disclose your new name in the body of the information
statement and to discuss the reasons for your name change.
RESPONSE: The change of name to GDT TEK, Inc. is stated in the body of the
information statement and the following language now appears in the body of the
information statement:
"This information statement is being furnished to all holders of the common
stock of Seamless Corporation a Nevada Company ("Seamless"), in connection
with resolutions of the Board of Directors and the written consent of the
holders of in excess of 50% of the voting rights of the shareholders of
Seamless. The board of directors, as approved by the written consent of the
holders of in excess of 59% of the voting rights of the shareholders of
Seamless, provides public notice of the approval and authorization to carry
out the process of moving the domicile of Seamless from Nevada to the State
of Florida and assuming the name of GDT TEK, Inc. The name change will
reflect the Companies the marketing and selling of Gadgets and Technology."
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Grant Authority to the Board of Directors, page 1
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2. We note your statements that the board has determined that it would be in
the company's best interest to change the company's domicile, that Florida
would provide for a better business environment, and that the company would
benefit from lower taxes and operational costs. Your discussion should be
balanced to include any disadvantages that may be imposed on shareholders
as a result of the change in law from Nevada to Florida and as a result of
any amendments to your charter documents.
RESPONSE: THE FOLLOWING ADDITIONAL LANGUAGE HAS BEEN ADDED TO THE 14C
INFORMATION STATEMENT:
"Shareholders rights are not materially impacted by the change as explained in
the Aug 10, 2009 ENCYCLOPEDIA OF EVERYDAY LAW | SHAREHOLDER RIGHTS:
`Laws governing CORPORATIONS and hence stockholders in the United States
are fairly standard from one state to the next. The commissioners on
uniform state laws drafted the Uniform Business Corporations Act in 1928,
though only three states adopted this act. The American BAR ASSOCIATION in
1950 drafted the Model Business Corporation Act, which subsequently has
been modified numerous times. The last major redrafting occurred in 1984.
Thirty-one states have adopted all or a significant portion of the Model
Act. Other states have modified their own state corporation statutes to
contain sections similar to the Model Act.'
Both Nevada and Florida have adopted all or a significant portion of the Model
Business Corporation Act.
FLORIDA: adopted statute 607 which is based on the Model Business Corporation
Act.
Of which Section 607.0101 Short title.--This act shall be known and may be cited
as the "Florida Business Corporation Act."
The Florida Statutes 607.0630 through 607.07401 is specific to shareholders
rights.
NEVADA: NRS Chapter 78 (Nevada Revise Statute) which also has adopted
significant sections of the Model Business Corporation of which NRS 78.191
through NRS.78.444 is specific to shareholders rights.
Since both Nevada and Florida Statutes are based upon the Model Business
Corporation Act, there are only minor or no change in the shareholders rights
between the two states statutes, thereby the change of domicile will have little
or no impact on the Company's shareholders rights.
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The Charter documents for the Florida Corporation will mirror those of the
Nevada Corporation and there are thus no changes of any material nature in the
charter documents."
3. Your discussion of the change in domicile should be significantly expanded.
The information statement should disclose all material differences between
the two bodies of law and between you charter documents before and after
the change in domicile. Further, if you have elected to include provisions
in your new charter documents that offer management greater flexibility or
impose greater burdens on shareholders than the result the Florida statue
would impose absent the provisions, this should be disclosed.
RESPONSE: SEE RESPONSE TO NO.2 ABOVE.
4. Please identify any charter provisions or provision of Florida law having
anti-takeover effects and address the overall impact of such provisions.
See SEC Release No. 34-15230 (October 13, 1978).
RESPONSE: SEE RESPONSE TO NO. 2 ABOVE. THERE ARE NO CHANGES TO THE NEW CHARTER
DOCUMENTS FOR THE FLORIDA CORPORATION AND THE PROVISIONS OF FLORIDA LAW DO NOT
HAVE ANY MATERIAL IMPACT ON ANTI-TAKEOVER THAT DIFFERS FROM THOSE OF NEVADA.
5. You state that the move will be effected "by filing an amendment to the
Company's Articles of Incorporation with the Nevada Secretary of State's
office and will become effective upon such filing and final approval of the
board of directors of the Company." Please revise you filing to briefly
describe the mechanics of the merger, or series of similar transactions,
that will be used to effectuate the change in domicile.
RESPONSE: THE FOLLOWING PARAGRAPH HAS BEEN ADDED/SUBSTITUTED IN THE PRELIMINARY
14C INFORMATION STATEMENT.
"The Nevada corporation, Seamless Corporation, will enter into an agreement of
merger with GDT TEK, Inc., that will allow for all debts, assets, obligations,
shares and the current officers to continue after the merger is completed.
Filings to formalize those actions will be filed with the appropriate officials
in the States of Nevada and Florida. Upon the filing with the respective states
being accepted the actions described will then become final and effectively move
the domicile of the Company from Nevada to Florida."
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Thank-you for your help in regards to this matter. If you have any questions
regarding the above, please contact me at (702) 448-1861.
Sincerely,
SEAMLESS CORPORATION
/s/ Albert R. Reda
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Albert R. Reda
President
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