0001021432-12-000171.txt : 20121228
0001021432-12-000171.hdr.sgml : 20121228
20120906190009
ACCESSION NUMBER: 0001021432-12-000171
CONFORMED SUBMISSION TYPE: CORRESP
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120906
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Sagetree Acquisition Corp
CENTRAL INDEX KEY: 0001550957
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: CORRESP
BUSINESS ADDRESS:
STREET 1: 9111 CROSS PARK DRIVE,
STREET 2: SUITE D200
CITY: KNOXVILLE
STATE: TN
ZIP: 37923
BUSINESS PHONE: 865-397-0389
MAIL ADDRESS:
STREET 1: 9111 CROSS PARK DRIVE,
STREET 2: SUITE D200
CITY: KNOXVILLE
STATE: TN
ZIP: 37923
CORRESP
1
filename1.txt
Cassidy & Associates
Attorneys at Law
215 Apolena Avenue
Newport Beach, California 92662
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Email: CassidyLaw@aol.com
Telephone: 202/387-5400 Fax: 949/673-4525
September 6, 2012
Jay Mumford
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Sagetree Acquisition Corporation
File No. File No. 000-54722
Dear Mr. Mumford:
By this letter, we wish to address the comments made
in the Securities and Exchange letter of August 13, 2012.
It may be helpful to explain in greater detail precisely what
Tiber Creek Corporation does and its operations.
Tiber Creek Corporation is a private consulting group which
advises and assists domestic and foreign companies in registering their
securities for public sale and trading in the United States and introduces
such companies to underwriters when they wish. Tiber Creek has been
operating for more than 10 years. Its president and sole shareholder is
James Cassidy.
The legal services for clients is performed by the law firm of
Cassidy & Associates and the introductions to underwriters is performed
by MB Americus LLC, whose principal is James McKillop. Messrs.
Cassidy and McKillop serve as the officers, directors and beneficial
shareholders of the various reporting companies until those companies are
transferred to clients.
Tiber Creek makes use of a reporting company as part of the
process of taking a company public. The principal reason for this is
to reincorporate the company in Delaware and recapitalize it at
100,000,000 common shares and 20,000,000 undesignated preferred shares.
An additional benefit is introducing clients before they are trading to
the filing and other requirements of being a public company (which we have
found is a learning process).
As stated in the Forms 10 we do not offer the reporting companies
for sale. All solicitation by Tiber Creek is for clients who wish to go
through the registration process. There is no offer of nor any sale of
securities involved in that process by Tiber Creek or any affiliate.
When we transfer a reporting company to a client Mr. Cassidy and
Mr. McKillop resign their positions and new officers and directors are
appointed. Those new officers and directors then issue stock in the
company, normally first to themselves and then, subsequently, when their
private company is combined with the reporting company. These issues
are customarily to the existing shareholders of the private company but can
include new shareholders to meet the minimum number-of-shareholders
requirement for trading on the OTC Bulletin Board. Any new shares are
customarily issued to friends and business associates at par ($0.0001).
It is not intended as a capital raise. When the new shares are issued we
advise the clients on compliance with the private placement rules.
These reporting companies have no assets or liabilities and are only
used for the purposes mentioned. It is essentially similar to a
reincorporation and recapitalization which is understood by everyone
involved in the process, include the shareholders of the private companies
and any new shareholders.
We address below each of the comments of the SEC letter of August 13,
2012 but in summary we do not feel that the information requested regarding
Tiber Creek is information relevant to the disclosure necessary to give
a fair and complete understanding of the Registrant.
1. We do not believe that the assets of Tiber Creek are related
to the disclosure regarding this Registrant. As stated in the Form 10
disclosure, expenses are not recovered by Tiber Creek.
2. Tiber Creek does not issue securities. It advertises its
services to assist companies in becoming reporting companies on the
Internet.
Recent Blank Check Companies
3. Tiber Creek believes that the charges for its services to
independent clients do not impact on the disclosure required by the
Registrant.
4. No such information is intended to be incorporated by
reference but is merely an indication that results of other
companies, including financial results, can be viewed on the
filings mamde by those independent companies with the SEC.
5. Messrs. Cassidy and McKillop retain some shares at the time
of a change of control. The future selling or holding of such shares
is not related to the Registrant and we do not believe it is a
disclosable item in the Registrant's filing documents.
Sincerely,
/s/ Lee W. Cassidy