NASHVILLE, Tenn., Aug. 5 /PRNewswire-FirstCall/ -- Sun Entertainment
Holding Corporation (the "Company") (TSX: SED.V) (OTC: SETHF) wishes to
furnish 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 stockholder approval to
reorganize the Company, including approval to effect a continuance to any
country 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 shake-up, the Company intended to file a
registration argument 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 shareowner 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
demand to obtain an auditor attestation write up on the internal
controls of the Company. The SEC has postponed the auditor attestation
report prerequisite for Smaller Reporting Companies such as the Company
until it files an yearbook report ending on or after December 15, 2009. Due
to the high obligingness costs with the auditor attestation account, and due
to the uncertainty of whether the SEC will require the report in the
future, the Company has determined to set back the reorganization until a
definitive compliance date is provided. The Company intends to stay on to
search shareholder approval of the reorganization at future shareowner
meetings so that it may cursorily proceed with the shake-up in the
event the SEC eliminates the auditor attestation write up.
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 immense 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: http://www.sunrecords.com or hypertext transfer protocol://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 stockholder approval of the reorganization at future
shareholder meetings and (ii) quickly go with the reorganization in
the case the SEC eliminates the auditor attestation report.
Forward-looking statements consist of statements that are non purely
historical, including whatever statements regarding beliefs, plans, expectations
or intentions regarding the succeeding. Such statements are case 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
advanced statements will occur or, if they do occur, what benefits
the Company will get from them. These forward-looking statements reflect
management's flow views and are based on certain expectations, estimates
and assumptions which may prove to be incorrect. A number of risks and
uncertainties could causal agency our actual results to differ materially from
those expressed or implied by the advanced statements, including:
(1) a downturn in general economic conditions in North America and
internationally, (2) the inherent uncertainties associated with effecting
corporal reorganizations, (3) refusal of any act of regulative
authorities from approving the proposed shakeup, (4) inability to
finance operations and growth, and (5) early factors beyond the Company's
control. These innovative statements ar made as of the date of this
newsworthiness 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 most 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.
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