SEC – ‘UPLOAD’ from 3/18/21 re: Diamond Holdings, Inc. – ‘TEXT-EXTRACT’

On:  Thursday, 3/18/21, at 4:05pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-21-3284

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF    166K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         3±    12K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

                                 UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

DIVISION OF                                                             
CORPORATION FINANCE                                                             

                                                               March 17,
2021                                                                            
Miro Zecevic                                                                    
Mina Mar Corporation                                                            
224 Datura Street #1015                                                         
West Palm Beach, Florida 33401                                                  

Re:     Venture Vanadium Inc.                                   
             Definitive Additional Materials filed under cover of Schedule
14A                                                                             
Filed on March 16, 2021 by Mina Mar Corporation 
File No. 333-215459                             

Dear Mr. Zecevic,                                                               

We have reviewed the above-captioned filing and have the following
comments. If you                                                                
do not believe a comment applies to your facts and circumstances, please tell   
us why in a written                                                             
response. After reviewing any response to these comments, we may have further   
comments.                                                                       

1. The cover page of the above-captioned submission as well as the              
corresponding EDGAR                                                             
header tag indicate that Mina Mar believed it was filing definitive       
additional materials in                                                         
connection with a proxy solicitation. Such a filing, however, would only  
need to have been                                                               
  made in order to comply with Rules 14a-6(b) or (c), both of which regulatory
provisions are                                                                  
only operative after a definitive proxy statement has been filed. Mina Mar
not only has not                                                                
filed a definitive proxy statement, but also has not indicated any matter 
for which its                                                                   
communication was reasonably calculated to result in the procurement,     
withholding or                                                                  
revocation of a proxy. The communication therefore appears to have been   
filed under cover                                                               
of an incorrect form. Consequently, the EDGAR header tag designation of   
DFAN14A    has                                                                  
been selected in error and in contravention of 17 CFR   232.301 of        
Regulation S-T. Please                                                          
advise us what, if any, steps Mina Mar may make to address this apparent  
oversight.                                                                      

2. To the extent that Mina Mar intended to solicit security holders of Venture  
Vanadium Inc.                                                                   
in advance of filing a proxy statement, the solicitation should have been 
made in reliance                                                                
upon Rule 14a-12. Given that the cover page of the Schedule 14A submission
designated the                                                                  
communication as    Definitive Additional Material   , however, the public
communication                                                                   
would have been made in contravention of Rule 14a-3(a) if it constituted a
solicitation.                                                                   
Please advise us of the purpose of the communication and the rationale for
this public filing.                                                             

3. The disclosure content appearing under cover of the above-captioned Schedule 
14A indicates                                                                   
that the purported Chief Executive Officer of Venture Vanadium executed a 
binding                                                                         
agreement for a    control block    of stock with Mina Mar Group for      
$210,000 in exchange for                                                        
36,100,00 shares of Common Stock of VENV.    To the extent that this
agreement resulted                                                              
  in a beneficial ownership reporting obligation under Section 13(d)(1) of the
Securities                                                                      
 Exchange Act of 1934, please advise us when the Schedule 13D will be filed.
Miro Zecevic                                                                  
March 17, 2021                                                                  
Page | 2                                                                        

4. The communication filed under cover of Schedule 14A refers to you, Miro      
Zecevic, as the                                                                 
 Buyer    in the purported agreement. To the extent that the agreement
republished in this                                                             
filing resulted in the right to receive common stock registered under     
Section 12 of the                                                               
Securities Exchange Act of 1934, Mina Mar would be viewed as a beneficial 
owner of such                                                                   
shares under Section 13(d)(1) pursuant to Rule 13d-3(d)(1) regardless of  
when Mina Mar                                                                   
took or takes possession of such shares. In addition, if execution of this
agreement also                                                                  
entitled Mina Mar to elect or designate any persons as directors of the   
Seller    as named in                                                           
the agreement otherwise than at a meeting of security holders, and such   
persons will or do                                                              
  constitute a majority of the directors of Venture Vanadium such that Venture
Vanadium was                                                                    
 under its control, Mina Mar also would bear an obligation to ensure Venture
Vanadium                                                                        
 complied with Section 14(f) and Rule 14f-1. Please advise us whether or not
we should                                                                       
  expect a Schedule 14F-1 to be filed by or on behalf of Venture Vanadium Inc.

5. The filing represents the following:    EnvyZen Files Definitive Proxy       
Statement and Sends                                                             
Open Letter to VENV Stockholders.    Please be advised that the disclosure
provided under                                                                  
cover of Schedule 14A does not constitute a    definitive proxy statement.
Refer to Rule 14a-                                                            
1(g) of Regulation 14A which defines the term    Proxy statement.         
Consequently, the cited                                                         
representation is both factually and legally inaccurate, and made in      
contravention of Rule                                                           
  14a-9 to the extent that this filing under cover of Schedule 14A constitutes
a solicitation.                                                                 
Please refrain from publicly filing any more such communications on the   
EDGAR system                                                                    
with respect to the above-captioned issuer until these comments have been 
resolved.                                                                       

We remind you that Mina Mar Corporation is responsible for the
accuracy and adequacy                                                           
of its disclosures, notwithstanding any review, comments, action or inaction by 
the staff. Please                                                               
direct any questions to me at (202) 551-3266.                                   

                                                  Sincerely,

                                                       /s/ Nicholas P.
Panos                                                                           

                                                         Nicholas P. Panos
                                                      Senior Special
Counsel                                                                         
                                                         Office of Mergers
and Acquisitions                                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		3/18/21		UPLOAD
		3/17/21		UPLOAD
		3/16/21		DFAN14A,  UPLOAD
				List all Filings