August 15, 2016
Via Edgar and e-mail (PanosN@sec.gov)
Mr. Nicholas P. Panos
Special Counsel
Office of Mergers and Acquisitions
United States Securities and Exchange Commission
Washington, D.C. 20549
Special Counsel
Office of Mergers and Acquisitions
United States Securities and Exchange Commission
Washington, D.C. 20549
RE: Healthwarehouse.com,Imc.
Preliminary Proxy Statement on Schedule 14A
Filed August 5, 2016 by Rx Investor Value Corporation, et al.
File No. 000-13117
Schedule 13D and Amendment No. 1 thereto
Filed August 2, 2016 and August 11, 2016
by Rx Investor Value Corporation, et al.
File No. 005-37321
Dear Mr. Panos:
Reference is made to you your letter dated August 12, 2016 related to the above-referenced filings of RX Investor Value Corporation ("RIVC"). Attached are all signatures to the acknowledgements requested.
Sincerely,
KEATING MUETHING & KLEKAMP PLL
/s/ F. Mark Reuter
F. Mark Reuter
FMR:ebb
cc: Mr. Jeffrey T. Holtmeier (via e-mail)
ACKNOWLEDGEMENT
Each of the undersigned filing persons acknowledges that:
| · | the undersigned has not been the subject of criminal convictions within the last ten years except as disclosed in the filings; |
| · | the filing person is responsible for the adequacy and accuracy of the disclosure in the filings; |
| · | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and |
| · | the filing person may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
[Remainder of page left blank; signature page follows.]
| Jeffrey T. Holtmeier |
| /s/ Jeffrey T. Holtmeier |
| Brian A. Ross |
| /s/ Brian A. Ross |
| Michael E. Peppel |
| /s/ Michael E. Peppel |
| Mark Scott |
| /s/ Mark Scott |
| Stephen J. Weiss |
| /s/ Stephen J. Weiss |
| RX INVESTOR VALUE CORPORATION |
By: /s/ Jeffrey T. Holtmeier |
| Jeffrey T. Holtmeier, President |
Dated: August 12, 2016