EZJR, Inc.
A Nevada Corporation
2235 E. Flamingo, Suite 114
Las Vegas, NV 89119
Telephone: (702) 631-4251 o Fax: (702) 221-1963
May 26, 2010
VIA EDGAR TRANSMISSION AND OVERNIGHT MAIL
-----------------------------------------
Mail Stop 3030
U. S. Securities and Exchange Commission
Division of Corporate Finance
100 F. Street N.E.
Washington, DC 20549
Attention: Mr. Jay Mumford, Attorney
Re: EZJR, Inc.
Registration Statement on Form 10
Amended January 29, 2010
File No.: 000-53810
Dear Mr. Mumford:
On behalf of EZJR, Inc. (the "Company"), this letter responds to your
February 19, 2010 comment letter, concerning our Registration Statement on
Form 10. Please excuse our delay in answering this comment letter; however,
we did not receive the consent letter for the Form 10 from our auditor until
yesterday. A marked copy of our revisions to the Registration Statement is
enclosed for your reference. We respectfully note the Staff's comments, and
for your convenience, each of the comments has been reproduced below,
followed by the Company's response to such comment.
1. Please provide current disclosure. For example, we note your
September 23, 2008 disclosure on page 30.
Response: We respectfully note the Staff's comment. We reviewed our filed
documents, and we could find no document filed on September 23, 2008. We
did file a Form 10-K with the Commission on September 25, 2009, dated
September 24, 2008. Page 30 of this report deals with the Company's
accounting's control and procedures, which has not changed since this report.
2. It does not appear that you have included your response to our
November 24, 2009 comments in the Edgar file for the registrant with the
CIK 1402453, therefore we reissue prior comment 1.
1
Response: We respectfully note the Staff's comment. It appears that we are
not clear in understanding your comment. It is our understanding to "submit
those responses and any subsequent correspondence regarding our filings
to our Edgar file." We did file all previous correspondence from EDGAR File
No. 000-53810 to File No. 000-1402453. With this comment letter, we are
filing the last Form 10-K from EDGAR File No. 000-53810 to File No.
000-1402453. Please advise if there is anything else we should do.
Business History, page 3
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3. Please expand your response to prior comment 2 to:
o analyze the relevant authority on which you relied to conclude that you
provided adequate public information to the shareholders and trading
markets such that the spin-off did not require registration under the
Securities Act;
o describe specifically the substance of the "medical device business"
that existed at the time that the board decided to spin off IVPSA; and
o demonstrate clearly whether the "medical device business" that existed
at the time that the board decided to spin off IVPSA had minimal
operations or assets as contemplated in section 4.B.4 of Staff Legal
Bulletin No. 4 (September 16, 1997).
Response: All shares issued by the Company were issued under Section 4(2)
of the Securities Act of 1933. IVPSA made an effort to register the
dividend spin-off, and withdrew its registration on March 20, 2008. Since
the shares were not registered, the shareholders of IVPSA received
restricted unregistered stock in the Company. In this case, we believe
that parent company acted as an underwriter and as a selling shareholder.
Since this was not a registered spin-off, the restricted shares would fall
under Rule 144.
The stock dividend to the Eaton shareholders was motivated by a valid
business purpose. First, Eaton's board of directors determined that the
stock dividend would provide Eaton's shareholders with an opportunity to
share in the future income, if any, as it pursues a medical device
opportunity with the Cleveland Clinic. The Board believed the dividend
would enhance shareholder value and permit IVPSA to focus on its respective
strategic directions in developing a medical with the Cleveland Clinic.
The interests medical devices conflicted with the new direction of Eaton.
2
The stock dividend separated such interests into two entities to further
protect the rights of the securityholders of each of Eaton. While a
dividend spin-off of the medical device opportunity present another
opportunity for the Company, it turned out to be timely, in that the Company
took on a new focus area, and its former management was able to take over
the medical device opportunity. Management believed the spin-off dividend
satisfied the valid business purpose test. In certain "no-action" requests,
the Staff has looked to the economic substance of transactions rather than
to their form. By doing so, the Staff has not viewed transactions such as
the dividend spin-off as a disposition of securities for value, but rather
as a means of facilitating a policy decision of the distributing entity
based on business reasons.
With regards to Section 4.B.4 of Staff Legal Bulletin No. 4 "Valid Business
Purpose for Spin-Off," management believed that there was a valid business
purpose for a spin-off. For the previous year, the Company was in talks
with the Cleveland Clinic to obtain and negotiate an Exclusive Option
Agreement that would possibly lead to the Licensing Agreement to develop a
medical device, invented by on the physicians at the Cleveland Clinic. As
the negotiation progressed, management recognized that this was an
opportunity for the Company, and in order not to compete for financing, a
separate entity needed to be formed. Staff Legal Bulletin No. 4 states that
"the Division has recognized the following as examples of valid business
purposes for a spin-off: [bullet point] "enhancing access to financing by
allowing the financial community to focus separately on each business.
Further, this dividend spin-off eventually allowed management of each
business to focus solely on that business. This complies with Section 4.B.4
of Staff Legal Bulletin No. 4.
4. Your response to prior comment 3 attempts to address the November 2006
spin off; however, the comment addressed the July 2008 EZJR acquisition.
Therefore, we reissue the comment. Please tell us how the company you
acquired in the July 2008 transaction complied with the Exchange Act
rules regarding proxy statements and information statements in connection
with obtaining approval for that July 2008 transaction.
Response: The original EZJR business plan was to find a merger candidate or
business acquisition transaction to take over its fully reporting
requirements. As disclosed in its filings, the original EZJR had no assets
and one shareholder. IVPSA acquired EZJR in July, 2008. At the time of the
acquisition, IVPSA was not a reporting company. It was not required to file
any reports with the U. S. Securities and Exchange Commission. The Board of
Directors of each Company approved the acquisition. The original EZJR had
only one (1) shareholder, who not only was notified of the acquisition, but
approved the acquisition, when he signed the "Acquisition Agreement and Plan
of Merger."
5. On page 3 you disclose that you acquired the shares or EZJR in July
2008; however, on page 29, you say that the shares were cancelled.
Please reconcile. If all of the shares of the company you acquired were
cancelled, who currently owns the equity of that company?
3
Response: When IVPSA acquired EZJR, it purchased all the shares in EZJR
from its sole shareholder and thereafter cancelled these shares. We have
reconciled disclosure on Page 3 that states "acquired and cancelled all of
the outstanding shares."
As to the second part of your comment, the two companies filed Articles of
Merger and became one Company (entity), under Nevada corporate law. Even
though the original shares were cancelled, upon filing Articles of Merger,
IVPSA acquired all of the equity and liabilities of EZJR. The shares were
not cancelled prior to the acquisition, but after the acquisition of EZJR.
Therefore, the acquiring entity owns the equity of that company.
6. Given that your response to prior comment 14 does not provide specific
dates or the nature and result of each of your actions taken to develop
the product in the past 12 months, we reissue that part of the comment.
Include only actions that the registrant has taken, not actions of the
Cleveland Clinic, Dr. Avitsian or other parties.
Response: As stated in prior comment 14, during the last twelve months, we
have been searching, without success, for other engineering firms that can
design this catheter to be mass produced on an economical basis. The problem
we cannot resolve is how economically produce a catheter within a catheter
whereby the inside catheter makes a 180 degree turn without crimping its
opening to monitor blood levels. In other words, blood must be able to pass
within the inner catheter without any blockage, after the inner catheter has
made a 180 turn. We have been unable to find any engineering firms that can
give us assurances to that this catheter design can be produced.
We want to be able to develop a medical device that allows an
anesthesiologist to measure jugular venous oxygen saturation during a
surgical procedure. Traditionally a catheter is inserted during surgery
into the jugular vein in a cephalad (toward the head) direction, with an
catheter accessing the jugular bulb. The cephalad method is complex, time-
consuming and could lead to complications. Traditionally, anesthesiologists
and critical care physicians use caudad (toward the feet) catheter insertion
to access the central venous system. The fear of complications with
introducing a catheter towards the brain has discouraged the clinicians in
using this monitoring method. The purpose of this invention, is to allow
blood sampling during surgery from both directions in order to better monitor
the patient during the operation.
We have been working with Dr. Avitsian to help us find another solution to
this problem in order to make this catheter project feasible. We have
discovered that we can add monitor devices within the catheter itself which
would eliminate the need to make the 180 degree bend. The problem with this
design, although effective, would not be cost effective to produce the
catheter on a commercial scale. If we can find a way to use these catheter
monitors in a way that would not be cost prohibited, we might have a viable
commercial opportunity. This will take more time and money to properly
evaluate.
4
Business of the Issuer, page 4
------------------------------
7. We note your response to prior comment 6; however, your disclosure in
this section and throughout your document where you discuss your
operations continues to lead investors to believe that you have
substantive operations involving a medical device. However, it appears
that your option to acquire the technology expired nearly one year ago,
that your attempts to develop the technology have been unsuccessful, that
you do not have any objective indications that the technology can be
successful, and you have not taken substantial steps to develop the
technology for over a year. Therefore, if the registrant currently has
no substantial operations and there is currently no reasonably objective
indication that your previous inability to progress with the disclosed
technology can be reversed, you should revise your entire document
substantially to remove the implication that you have substantive
operations involving a medical device.
Response: Management is not ready to "throw in the towel." As stated in the
last paragraph of the response in Comment 6 above, if the Company can find an
engineering firm to embed a microchip in the catheter, at an economical
price, there exists and opportunity to produce this catheter on a commercial
basis. There may be a way to circumvent the bend in the catheter to obtain
the necessary blood readings during anesthesiology. Management believes the
embedded microchip technology offers a solution; however, Dr. Avitsian is
concerned the cost to produce such a catheter might negate its commercial
potential. Management needs to explore this type of technology and other
options before it can be discounted. Further, to the Staff's comment above,
the disclosures in the Company's document clearly state that the Option
Agreement with the Cleveland has expired, and the Company is experiencing
difficulties in developing this specialized catheter.
8. We note from your response to prior comment 4 that your major
shareholders and the CEO of the company you acquired and his family also
are involved with several other companies. With a view toward clarified
disclosure, please tell us the nature of the business relationships
between these individuals. Do they work together or with others to
acquire, operate or sell companies? Is the registrant one of several
companies that are or have been part of a business or investment plan
involving those individuals?
Response: As disclosed in the Company's filings, the CEO and major
shareholder collectively own 7,500,000 common shares of EZJR out of
10,873,750 issued and outstanding shares. In reviewing the shareholder list
for the Company, all of the other family members of the CEO and major
shareholder collectively own a total of 550 shares of the Company. This
should eliminate any concern that the Registrant is part of a business or
investment plan involving these individuals.
5
9. We note your response to prior comment 19, Note 5 on page 11 of the Form
10-Q that you filed on February 16, 2010, and statements like those in
the Forms S-8 filed by AngioGenex on May 25, 2007 and Duska Therapeutics
on May 3, 2007. It is unclear whether the registrant is part of a
business or investment strategy related to the purchase and sale of
companies and involving your officer and his friends or others. Please
advise or revise.
Response: As stated and disclosed in the S-8 filings for AngioGenex and
Duska, the shares were issued for legal services performed. There is no
business or investment strategy related to these shares. The disclosure for
legal services in the S-8 Registration Statement is correct. The total S-8
shares issued by AngioGenex amounted to 200,000 shares divided by four
persons. The total S-8 shares issued by Duska amounted to 175,000 divided by
four persons. These shares were issued to non-affiliates of these companies
who performed legal services for these companies and no other purposes.
Prototype Development, Page 5
-----------------------------
10. We reissue prior comment 7 which sought disclosure in your document.
Also, file your contract with Interplex as an exhibit to this
registration statement.
Response: We have added disclosure in the Registration Statement that the
Company spent $17,037 in research and development. See third paragraph Page
5. The Company did not have a contract with Interplex. The Company did
enter into a Purchase Order. This Purchase Order has now been included in
the Registration Statement as Exhibit 10.3. When the Company entered into
this Purchase Agreement, it was the understanding between the Company and
Interplex that Interplex would not exceed more than $25,000 in research costs
without the Company's prior approval. The Company kept the lines of
communication open with Interplex and determined that they would not be able
to design the catheter based on the specifications given, and they spent
$17,037 of the Company's money when that decision was made. At that point,
the Company stopped its activities with Interplex, and no additional fees
were charged to the Company.
11. We note your response to prior comment 8. Our comment sought for you to
file as an exhibit the agreement with your officer to "continue to fund
this project" as you describe on page 5 and page 24. As such, we
reissue the comment.
Response: Please excuse the misinterpretation of prior comment 8. An
exhibit has been filed the Company's officer that he agrees "continue to fund
this project" as described on page 5 and page 24. See Exhibit 10.4.
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Existing or Probable Government Relations, Page 9
-------------------------------------------------
12. We note your response to prior comment 9; however, your disclosure
continues to be unclear regarding the nature of the FDA approval
required for the technology. For example, on page 7, you describe the
catheter as a "Class-II" device; however, in that same paragraph you
mention a "PMA." In your bullet point on page 6 regarding Class II
devices, you do not mention a PMA or clarify what FDA approval is
necessary for a Class II device. Please clarify.
Response: Based on our previous analysis that according to Title 21 CFR
880.5200 - Food and Drugs Part 880-General Hospital and Personal use devices,
subpart F - General Hospital and Personal Use Therapeutic Devices - that the
identification and classification of an Intravascular catheter falls under
the Classification of Class II (performance standards), we eliminated the
reference to PMA and we added additional disclosure concerning the FDA
approval process for a Class II device.
Risk Factors, page 10
---------------------
13. We note your response to prior comment 11; however, the previous
comments cited in that comment sought more than the limited information
that your response suggests you provided. Therefore, we reissue those
previous comments. We repeat those comments below:
o Comment 14 from our letter dated November 24, 2009: We note your
disclosure that your officer devotes his time to his family and other
business activities. With a view toward disclosure here and in other
sections of your document as appropriate, please identify for us each
public company in which your officer has had an ownership interest in
the past three years and that has had little or no revenue; also tell us
whether each of those companies involved your other significant
shareholder. It is unclear whether your document includes all required
disclosure regarding your officer's experience and plans for the
registrant.
Response: On Page 27, we have a chart that discloses the associated
companies with EZJR, that includes: Eaton Laboratories, Basic Services and
Generic Marketing Services, and their current status. It is these companies
where the CEO and major shareholder of EZJR are subject to the reporting
requirements of Section 16 of the Securities Exchange Act of 1934. This is
also disclosed in Risk Factor No. 19. With regards to smaller companies, the
two major shareholder of EZJR purchased preferred stock in Political Calls
April 24, 2006. This stock was subsequently sold by each individual on or
about January 16, 2009. (See response to the next comment for additional
information.)
7
o Comment 24 from our letter dated November 24, 2009: With a view toward
disclosure in appropriate sections of your document, please tell us
about (1) each of the companies with which either of your major
shareholders is currently affiliated and (2) any company with which
either of your major shareholders was affiliated that was subsequently
involved in a change-in-control transaction. Tell us what each of your
major shareholders or their affiliates received in each of the
transactions. For example, please tell us the consideration paid by
these parties and what they received. Also tell us which of those
companies generated substantial revenue before the change-in-control
transaction. You may limit your response to those companies that were
obligated to file reports under the Exchange Act before the change-in-
control transaction.
Response: Our two major shareholders are currently affiliated with
EZJR, Inc. and no other companies that are obligated to file reports under
the Exchange Act at this time. As disclosed in the filing, they were
previously affiliated with Eaton Laboratories, Basic Services and Generic
Marketing Services. Upon the change of control of Eaton Laboratories, Basic
Services, Inc., and Generic Marketing Services, the two major shareholders
ceased to be affiliates of these companies.
None of these companies generated substantial revenue before the change-in-
control transaction. In all of the above transactions, the two major
shareholders did not receive any cash payments or additional shares of stock
to facilitate the transaction(s). They received no additional consideration.
They received their pro-rata dividend on the same basis as all of the other
shareholders. To the best of their knowledge, they were not deemed
affiliates with any other companies during the past three years. With
regards to Political Calls, both the CEO and major shareholder each spent
approximately $1,070 on April 24, 2006 and purchased preferred shares in this
Company, they sold their shares on January 16, 2009, and each received
$3,000.
We will continue to evaluate your response to comment 13 in our letter
dated January 7, 2010 after you address the above comment.
14. Refer to prior comment 22 as it related to comment 30 in our letter
dated November 24, 2009. We note that on February 16, 2010, the company
that you disclose you acquired in July 2008 again filed a report that
appears to represent to investors that it is not wholly owned by you and
that it has over 10 million outstanding shares. Please ensure that the
filings of companies you control are amended promptly to reflect
accurately their status.
Response: We have amended our Form 10-Q and Form 10-K.
8
Item 9(a) Market Information, page 30
-------------------------------------
15. Refer to your response to prior comment 11 and comment 32 in our letter
to you dated November 24, 2009. We note that you continue to disclose
that "the Company has been cleared for trading." Please tell us what
you have told OTC Bulletin Board officials regarding your Exchange Act
reporting status and the status of our comments regarding your
registration statement, particularly given your conclusion that you "are
not going to win th[e] argument." Include in your response the name and
contact information for the OTC Bulletin Board officials with whom you
have communicated regarding these matters.
Response: We respectfully note the Staff's comment. As you are well aware,
an Issuer is not allowed to communicate with FINRA or OTC Bulleting Board
officials concerning the listing of their stock. All communications must be
made directly with FINRA through a member firm. The OTCBB is a quotation
medium for its subscribing members, only Market Makers can apply to quote
securities on the OTCBB. As disclosed in our previous comment letter, IVPSA
purchased 100% of EZJR. The Articles of Merger made both companies the same
entity. Therefore, the Company was required to take over the reporting
requirements of the original EZJR. Since EZJR and IVPSA became one entity,
the Company became fully reporting, it had a registration statement that was
effective without any outstanding SEC comments.
Dismissal, page 33
------------------
16. Please clarify for investors what an "Exhibit 16 letter" is. Also
include the disclosure required by Rule 12b-21(b).
Response: We have added disclosure to clarify the meaning of an "Exhibit 16
letter."
Financial Statements, page F-1
------------------------------
17. Please update the financial statements as required by Rule 8-08 of
Regulation S-X.
Response: The financial statements have been updated.
18. Your response to prior comment 25 did not tell us how you considered the
disclosure requirements of section 250-10-50 of FASB ASC for the
differences noted in your re-audited and re-issued financial statements.
Therefore, we re-issue the last part of our comment and ask you to tell
us how you considered the disclosure requirements of section 250-10-50
of FASB ASC for the changes that appear in your re-audited financial
statements.
9
Response: As stated, in the latest audit we broke out each invoice for
services into accounts payable, whereas, our former auditor required that the
invoices be grouped together and expensed at the time of payment. We believe
this provides greater clarity concerning our disclosure requirements.
Note 1. General Organization and Business, page F-7a
----------------------------------------------------
19. We note your response to prior comment 27. However, we re-issue our
comment in its entirety. Please disclose in your footnote the amount and
type of consideration paid for the shares of EZJR. Please also disclose
in your footnote how you accounted for the acquisition and tell us how
this transaction is reflected in your statement of cash flows. Please
tell us what you mean by, "The transaction was not recorded because it
took place between two individual entities; therefore, it would not be
reflected on the Company's financials." It is not clear to us why the
transaction would not be reflected in the statement of cash flows if IVP
paid $4,000 to EZJR's sole stockholder for all the outstanding stock of
EZJR. Refer to paragraphs one and two under Business History, page 3.
Please tell us the authoritative accounting literature you relied upon.
Response: We have disclosed in our footnote the amount and type of
consideration paid for the shares of EZJR shares. Please note, as we
explained to our auditor, these shares were purchased for $4,000 in a private
transaction with the former owner of EZJR. The money was paid by the two
major shareholder of the company and deposited into an attorney client trust
account. The attorney paid the former owner for these shares. Therefore,
since this was considered a private transaction, it is not reflected in the
financials.
Note 6. Exclusive Option Agreement, page F-11a
----------------------------------------------
20. We recognize your response to prior comment 30. However, it is not
clear what you mean by "The expense was recognized when incurred."
Please tell us and explain if you recognized the option cost: totally
upon payment for the option; totally at the beginning of the option
period; ratably over the life of the option period; totally at the
expiration of the option period; etc.
Response: In order to provide clarification, we have deleted the reference
"when incurred" and added "upon payment for the option."
Form 10-Q for the Quarterly Period Ended December 31, 2009
----------------------------------------------------------
21. Given your response to prior comment 22 as it applies to comment 29 in
our letter to you dated November 24, 2009, please revise the facing page
of this Form 10-Q to remove the representation that you haven been
subject to the reporting requirements for the past 90 days.
Response: We have revised the facing page to remove the representation that
we have not been subject to the reporting requirements for the past 90 days.
10
Item 4T. Controls and Procedures, page 20
-----------------------------------------
22. Please amend your Form l0-Q to disclose the conclusions of your
principal executive and principal financial officers, or persons
performing similar functions, regarding the effectiveness of your
disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and I5d-15(e)) as of the end of the period covered by the
report, based on the evaluation of these controls and procedures
required by paragraph (b) of Exchange Act Rule 13a-15 or 15d-15. Refer
to Item 307 of Regulation S-K.
Response: We have amended our Form 10-Q to disclose conclusions of our
principal executive officer regarding the effectiveness of your
disclosure controls and procedures. See third paragraph under Item 4T.
23. You disclose that you were required by Rule 13a-15(b) of the Exchange
Act, to carry out an evaluation to provide reasonable assurance
regarding the reliability of financial reporting and the reparation of
the financial statements in accordance with U. S. generally accepted
accounting principles. Please revise so that your disclosure is
consistent with Rule 13a-15(b), which states that you must evaluate the
effectiveness of your disclosure controls and procedures as of the end
of each fiscal quarter.
Response: We have revised our disclosure to state that "we must carry out an
evaluation of the effectiveness of our disclosure controls and
procedures as of the end of each fiscal quarter."
24. Further, you disclose that under your evaluation, you examined those
disclosure controls and procedures as of December 31, 2009, and
concluded that, during the period covered by the report, such internal
controls and procedures were not effective to detect the inappropriate
application of US GAAP rules. This disclosure may be confusing since it
refers to an evaluation of disclosure controls and procedures, but
appears to try to provide a conclusion with respect to internal controls
and procedures. As noted in our above comments, you should comply with
Item 307 of Regulation S-K with respect to your disclosure controls and
procedures. While you are not required to provide a report of
management on your internal control over financial reporting as of the
end of your interim period reports, when you do you should comply with
the requirements of Item 308 of Regulation S-K. Please revise
accordingly.
Response: We have revised this section to avoid confusion.
11
Item 1A, Risk Factors, page 22
------------------------------
25. Please tell us where you have filed your Form 10-K for the fiscal year
ended June 30, 2009 and the risk factors you reference on page 22.
Response: The Form 10-K was filed with the Commission on October 13, 2009
under SEC File Number 000-51861. We have filed an amended Form 10-K under
SEC File Number 000-53810 to avoid confusion.
Exhibit Index
-------------
26. We note that your exhibit index differs from the exhibit index included
in your Form 10. For example, the reference to your filed bylaws
appears to be different. Please reconcile.
Response: Based on your comment, we also noted that the Exhibit Index on
the Form 10 for the bylaws was incorrect. The date has been reconciled.
Exhibit 31.1
------------
27. We note that you replaced the words "the registrant" with the words "the
small business issuer" in paragraphs 3, 4, 4(a), 4(c), 4(d), 5 and 5(h)
in the certification required by Exchange Act Rule 13a-14(a). In future
filings, including any amendments, please revise the certification to be
consistent with Item 601(b)(31)(i) of Regulation S-K.
Response: We appreciate the guidance, in future filing we shall replace
words "the small business issuer" with "the registrant."
28. We note the first line in the certification indicates it is the
"Certification of Chief Executive Officer." In future filings, including
any amendments, please clarify, if true, that the exhibit is the
certificate of both the principal executive officer and principal
financial officer.
Response: We appreciate the guidance, in future filings our certification
will include both the principal executive officer and principal
financial officer titles.
12
Mr. Mumford, we want to thank you for the time and effort you spent in
helping us with the applicable disclosure requirements for our amended Form
10. Again, we apologize for the delay in responding to your comment letter.
We hope our responses satisfactorily address your comments.
Further, on behalf of the company, we acknowledge that:
o the company is responsible for the adequacy and accuracy of the disclosure
in the filing;
o staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission from taking any action with respect to the
filing; and
o the company 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.
Respectfully submitted,
EZJR, Inc.
By: /s/ T J Jesky
---------------------------------
T J Jesky
Chief Executive Officer
cc: Thomas C. Cook, Esq.
Corporate Counsel
13