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