SEC Company Response from FREZER, INC. (CIK 0001328888) — Dec 19, 2005
FREZER, INC. (CIK 0001328888)
Date: Dec. 19, 2005 · CIK: 0001328888 · Accession: 0001328888-05-000028
AI Filing Summary & Sentiment
Referenced dates: September 26, 2005
Letter
Mr.John D. Reynolds Assistant Director Office of Emerging Growth Companies Securities and Exchange Commission
Dear Mr. Reynolds,
The purpose of this communication is to answer your recent comment letter of December 9, 2005 regarding the Form 10SB of Frezer, Inc.
Part1
Item I. Business
Reports to Security Holders
1. As you have stated in the second paragraph of this section, you are subject to the reporting requirements. Please revise the first paragraph which differs in this regard.
The paragraph has been changed to read:
“The Company is currently subject to the reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. The Company intends to file annual and quarterly reports with the Securities and Exchange Commission ("SEC") and to yearly distribute an annual report, which shall include audited financial statements to its shareholders of record. The public may read and copy any materials filed by the Company with the SEC at the SEC's Public Reference Room at 100 F Street, NE Washington DC 20549. The public may obtain information on the operation of the SEC's Public Reference
Room by calling the SEC at 1-800-SEC-0330. The public may also access our reports to the SEC through the SEC’s website which is www.sec.gov. This website site contains reports, proxy and information statements, and other information regarding issuers that file with the SEC.
This Form 10SB, unless voluntarily withdrawn by us or becomes subject to a stop order by the SEC, which to our knowledge has not occurred, became effective on July 30, 2005, at which point we became subject to SEC reporting requirements. We may be required to address additional comments by the SEC regarding this Form 10SB.”
Item 2. Management's Plan of Operations
2. We note your disclosure concerning the company's need to register the distribution of the shares from Bio-Matrix Scientific Group to the shareholders. However, we note the following disclosure in SLB 4 concerning the spin-off of securities:
The parent must provide adequate information to its shareholders and the trading Markets-- Whether the parent provides adequate information about the spin-off and the subsidiary to its shareholders and the trading markets depends on whether the subsidiary is an Exchange Act reporting company or a non-reporting company before and after the spin-off. If the subsidiary is a non-reporting company, the parent provides adequate information if, by the date it spins-off the securities:
* it gives its shareholders an information statement that describes the spin-off and the subsidiary and that substantially complies with Regulation 14A or Regulation 14C under the Exchange Act; and
* the subsidiary registers the spun-off securities under the Exchange Act.
Valid Business Purpose for Spin-Off— When there is a valid business purpose for a spin-off, it is less likely that the parent indirectly will receive value for the spun-off shares through the creation of a market in those securities. The Division has recognized the
following as examples of valid business purposes for a spin-off:
* allowing management of each business to focus solely on that business;
* providing employees of each business stock-based incentives linked solely to his or her employer;
* enhancing access to financing by allowing the financial community to focus separately on each business; or
* enabling the companies to do business with each other's competitors.
hi our view, there is not a valid business purpose for a spin-off when the purpose is:
* creating a market in the spun-off securities without providing adequate information to the shareholders or to the trading markets;
* the creation of a public market in the shares of a company that has minimal operations or assets; or
* the creation of a public market in the shares of a company that is a development stage company that has no specific business plan or whose business plan is to engage in a merger or acquisition with an unidentified company.
Other than the business purposes discussed above, the facts of a particular situation will determine whether the business purpose is valid. Accordingly, the parent must determine whether there is a valid business purpose for the spin-off.
Please provide a discussion, including supplemental materials as necessary, to support your view that (i) the parent has provided adequate information to its shareholders and the trading markets and that (ii) there is a valid business purpose for the spin-off transaction. We may have further comment,
(i) BMXG had supplied to shareholders an information statement which BMXG felt substantially complied in all relevant aspects with the informational requirements of Regulation 14C . Frezer feels that the filing of it’s Form 10SB with the Commission,
prior to the actual distribution to shareholders, provided audited financial information, as well as information regarding the business and its management, which was readily accessible to all shareholders .
(ii) Bio- Matrix scientific Group’s (BMXG) management regularly reviews possible strategies and transactions to enhance BMXG's competitiveness and to position its assets and businesses in a manner that would increase the value of those assets and of BMXG's businesses and operations. At the time of the distribution, BMXG's management has adopted a strategic plan to focus on BMXG's medical instrumentation business and separate the cellular storage (stem cell)business.
The principal business reasons for the recommendation of BMXG's Board of Directors to pursue the distribution of Frezer was in order that both of BMXG and Frezer would be able to (1) focus on their respective core business and (2) enhance access to funding by making both of Frezer and BMXG pure plays in their respective fields of operations. The strategy was effective in that Frezer was able to raise over $300,000 through the sale of stock to accredited investors pursuant to regulation D, Rule 506 since the distribution and thus we feel the spin off was successful in serving the purpose of “ enhancing access to financing by allowing the financial community to focus separately on each business”
BMXG is of the opinion that the Frezer shares distributed to BMXG shareholders did not require registration under the Securities Act of 1933, as amended. Section 5 of the Securities Act requires registration prior to any "sale" of securities. Section 2(3), which defines "sale" as "every contract or sale or disposition of a security...for value," implicitly recognizes that no "sale" takes place where a stockholder makes no investment decision and gives no consideration for the security, which he or she is to receive.
The Distribution did not involve an "offer to sell" or "sale" of a security under Section 2(3)
of the Securities Act because there was no disposition by BMXG of securities for value and no new investment decision by holders of BMXG securities receiving Frezer shares in the distribution. BMXG’s stockholders did not provide any consideration to BMXG for the Frezer shares received in the distribution. The distribution consisted of a gratis, pro-rata distribution in kind to all of BMXG stockholders, who had no choice regarding the distribution. BMXG has been advised that under applicable Delaware corporate law, the distribution did not require stockholder approval, and no such approval was sought.
In Securities Act Release No. 33-4982, the SEC expressed its concern regarding the acquisition of the shares of a shell or inactive corporation by a publicly held company that then distributes the shares so acquired to the public company's shareholders. Such transactions effectuate a public distribution of the distributed shares without compliance with the registration provisions of the Securities Act. The SEC stated that such a distribution was a "sale" within the meaning of Section 2(3) of the Securities Act because the distribution did not "cease" at the point of receipt by the initial distributees of the shares but continued into the trade market involving sales to the investing public at large.
The distribution did not involve the creation of a public trading market of securities of a non-reporting company . There has never been, and there does not now exist, any public market for the capital stock of Frezer. Shares distributed contained significant restrictions on transfer to ensure that such a public trading market would not exist prior to registration under the Exchange Act. The stock certificates evidencing the Frezer Stock bear legends referring to such restrictions, and Frezer has issued stop transfer instructions to its transfer agent assure compliance with the foregoing restrictions.
Item 5. Directors, Executive Officers, Promoters and Control Persons Philip Watts. PhD (37V- Director of Research and Development
Please disclose a basis for your assertions that Philip Watts is "currently recognized as a world leader in landslide hazards research." Support your statement by supplementally providing us with copies of, or excerpts from, reports or publications which you reference. To the extent practicable, supplementally provide, a list of cites of the referenced scientific papers he has authored and the popular scientific papers in which he is featured, with a view toward disclosure; and supplementally identify each television special in which he is featured, with a view toward disclosure.
In regards to Dr. Watts, we have deleted the phrase "currently recognized as a world leader in landslide hazards research." From the Filing
Geoffrey O'Neill.PhD (57) - President
Please disclose a basis for your assertions that "Dr. O'Neill is a "visionary and pioneer in his field." Support your statement by supplementally providing us with copies of, or excerpts from, reports or publications which you reference.
In regards to Dr. O’Neill, we have deleted the phrase " Dr. O'Neill is a "visionary and pioneer in his field." from the Filing
5. Provide the name of the entity providing any award or honor and the requirements for receiving the honor or award, including Dr. O'Neill's Jean Julliard Prize for Outstanding Research from the International Society of Blood Transfusion and International Society of Hematology, presented in Budapest, Hungary and his JM Foundation Award, New York, for innovative research.
The Jean Julliard Prize was awarded to Dr. O’Neill in 1982 for "The Genetic control of complement C4 (Chido and Rogers) and linkage to HLA" . Verification can be obtained
through The International Society of Blood Transfusion . The International Society of Blood Transfusion (www.isbt-web.org) is a scientific society, founded in 1935, which brings together professionals involved in blood transfusion and transfusion medicine from more than 85 countries.
Dr. O’Neill’s award can be viewed by linking to
http:www.isbt-web.org/jean_julliard_prize/winners.asp
The JM Foundation is a New York based philanthropic organization which bestows grants, termed Awards, to various organizations. The award is granted to post doctoral trainees by merit of their research.
The Address of the JM Foundation is 60 E. 42nd St., Rm. 1651, New York, NY 10165
The paragraph in question in the Filing has been amended to read:
“. In 1982, Dr. O'Neill was the recipient of the Jean Julliard Prize for Outstanding Research. This Award was granted by the International Society of Blood Transfusion, presented in Budapest, Hungary. The International Society of Blood Transfusion is a scientific society, founded in 1935 which brings together professionals involved in blood transfusion and transfusion medicine from more than 85 countries.
In April 1975, Dr. O’Neill was awarded the JM Foundation Award from the JM Foundation, a New York based philanthropic organization that makes grants (awards) to various organizations and institutions. The JM Foundation award is given to post doctoral trainees by merit of their research. This award, which was given to Dr, O’Neill while a post doctoral fellow at Memorial Sloan-Kettering Cancer center, resulted in a grant to Memorial Sloan-Kettering Cancer Center.”
Cite the three publications or published articles by Dr. O'Neill, as author or coauthor, which primarily focused on stem cell biology. Supplementally provide us with the complete articles. Name all the journals which have published the other articles.
1 Kagan WA, O’NeillGJ, IncefyGS, GoldsteinG, Good RA: Introduction of human granulocyte differentiation in vitro by ubiquitin and thymopoietin. Blood 50:275, 1977
2. O’Neill GJ, Yang SY, Dupont B:Two HLA-linked loci controlling human complement C4. Proc.Natl.Acad Sci USA 75:5165, 1978
3. Maharaj D, Lewis-Ximenez, Riley R, Gomez O, O’Neill GJ: Serum G-CSF levels in patients undergoing G-CSF/chemotherapy mobilized peripheral stem cell harvest. Blood 84:1380, 1994
Copies of these articles have been mailed to the Commission .
Journals which have published other articles of Geoffrey O’Neill
Immunology
Annals of Immunology
Journal of Reticuloendothelial Society
Journal of Immunology
Blood
Cellular Immunology
Proceedings of the National Academy of Science (USA)
Nature
Transplantation Proceedings
New England Journal of Medicine
Transplantation
Immunobiology
Tissue Antigens
American Journal of Human Genetics
Clinical Immunology and Immunopathology
Human Genetics
Prenatal Diagnosis
Seminars in Haematology
Vox Sanguinis
The Lancet
Diabetologia
Neurology
Immunogenetics
International Journal of Cancer
Diabetes
Kidney International
Clinical and Experimental Immunology
Birth Defects
Disclose the basis for all your assertions regarding Cryo-Cell International and supplementally provide us with copies of, or excerpts from, reports or publications which you reference. It is sufficient to cite Cryo-Cell's reports filed with the Commission, but do not cite Cryo-Cell’s website. It is insufficient to state: "according to Cryo-Cell." in addition, except for the information from CryoCell's filings with the Commission, it is necessary to file as an exhibit Fletcher's written consent to the use of its name in the registration statement.
We have deleted all reference to Cryo-Cell from our filing except to state that Dr. O’Neill was employed there and his title
Management's Discussion and Analysis
In "Description of Business - Government Regulations", you state your licensing with the State of California should be completed around May 2006. Revise to clarify how you can expect to generate revenue by December of 2005 when your licensing will not be complete before approximately May 2006.
We were of the opinion that we would be able to operate our facility and accept cellular storage cases during the process of being reviewed for a license. We have recently been informed by the proper licensing authorities that is not permitted, and that we will be required to be fully licensed prior to accepting cases. We have amended our filing accordingly.
Plan of Operations
9. Please revise to eliminate the apparent typographical error in the following statement in the fifth paragraph from the end of this section; "(ii) We anticipate, in the event that funding is obtained and revenues are realized, to engage in the following research and development activities over the period beginning on October 5, 2005 and ending on October 5,2005,2006 (emphasis added)."
The statement has been amended to read as follows:
“We anticipate, in the event that funding is obtained and revenues are realized, to engage in the following research and development activities over the period beginning on January 2, 2006 and ending on January 2, 2007:”
Certain Relationships and Related Transactions
10. Please expand your response to comment number 38 of our prior letter dated September 26, 2005. It is necessary to address the
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Parti
Mr.John D. Reynolds
Assistant Director
Office of Emerging Growth Companies
Securities and Exchange Commission
Dear Mr. Reynolds,
The purpose of this communication is to answer your recent comment letter of December 9, 2005 regarding the Form 10SB of Frezer, Inc.
Part1
Item I. Business
Reports to Security Holders
1. As you have stated in the second paragraph of this section, you are subject to the reporting requirements. Please revise the first paragraph which differs in this regard.
The paragraph has been changed to read:
“The Company is currently subject to the reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. The Company intends to file annual and quarterly reports with the Securities and Exchange Commission ("SEC") and to yearly distribute an annual report, which shall include audited financial statements to its shareholders of record. The public may read and copy any materials filed by the Company with the SEC at the SEC's Public Reference Room at 100 F Street, NE Washington DC 20549. The public may obtain information on the operation of the SEC's Public Reference
Room by calling the SEC at 1-800-SEC-0330. The public may also access our reports to the SEC through the SEC’s website which is www.sec.gov. This website site contains reports, proxy and information statements, and other information regarding issuers that file with the SEC.
This Form 10SB, unless voluntarily withdrawn by us or becomes subject to a stop order by the SEC, which to our knowledge has not occurred, became effective on July 30, 2005, at which point we became subject to SEC reporting requirements. We may be required to address additional comments by the SEC regarding this Form 10SB.”
Item 2. Management's Plan of Operations
2. We note your disclosure concerning the company's need to register the distribution of the shares from Bio-Matrix Scientific Group to the shareholders. However, we note the following disclosure in SLB 4 concerning the spin-off of securities:
The parent must provide adequate information to its shareholders and the trading Markets-- Whether the parent provides adequate information about the spin-off and the subsidiary to its shareholders and the trading markets depends on whether the subsidiary is an Exchange Act reporting company or a non-reporting company before and after the spin-off. If the subsidiary is a non-reporting company, the parent provides adequate information if, by the date it spins-off the securities:
* it gives its shareholders an information statement that describes the spin-off and the subsidiary and that substantially complies with Regulation 14A or Regulation 14C under the Exchange Act; and
* the subsidiary registers the spun-off securities under the Exchange Act.
Valid Business Purpose for Spin-Off— When there is a valid business purpose for a spin-off, it is less likely that the parent indirectly will receive value for the spun-off shares through the creation of a market in those securities. The Division has recognized the
following as examples of valid business purposes for a spin-off:
* allowing management of each business to focus solely on that business;
* providing employees of each business stock-based incentives linked solely to his or her employer;
* enhancing access to financing by allowing the financial community to focus separately on each business; or
* enabling the companies to do business with each other's competitors.
hi our view, there is not a valid business purpose for a spin-off when the purpose is:
* creating a market in the spun-off securities without providing adequate information to the shareholders or to the trading markets;
* the creation of a public market in the shares of a company that has minimal operations or assets; or
* the creation of a public market in the shares of a company that is a development stage company that has no specific business plan or whose business plan is to engage in a merger or acquisition with an unidentified company.
Other than the business purposes discussed above, the facts of a particular situation will determine whether the business purpose is valid. Accordingly, the parent must determine whether there is a valid business purpose for the spin-off.
Please provide a discussion, including supplemental materials as necessary, to support your view that (i) the parent has provided adequate information to its shareholders and the trading markets and that (ii) there is a valid business purpose for the spin-off transaction. We may have further comment,
(i) BMXG had supplied to shareholders an information statement which BMXG felt substantially complied in all relevant aspects with the informational requirements of Regulation 14C . Frezer feels that the filing of it’s Form 10SB with the Commission,
prior to the actual distribution to shareholders, provided audited financial information, as well as information regarding the business and its management, which was readily accessible to all shareholders .
(ii) Bio- Matrix scientific Group’s (BMXG) management regularly reviews possible strategies and transactions to enhance BMXG's competitiveness and to position its assets and businesses in a manner that would increase the value of those assets and of BMXG's businesses and operations. At the time of the distribution, BMXG's management has adopted a strategic plan to focus on BMXG's medical instrumentation business and separate the cellular storage (stem cell)business.
The principal business reasons for the recommendation of BMXG's Board of Directors to pursue the distribution of Frezer was in order that both of BMXG and Frezer would be able to (1) focus on their respective core business and (2) enhance access to funding by making both of Frezer and BMXG pure plays in their respective fields of operations. The strategy was effective in that Frezer was able to raise over $300,000 through the sale of stock to accredited investors pursuant to regulation D, Rule 506 since the distribution and thus we feel the spin off was successful in serving the purpose of “ enhancing access to financing by allowing the financial community to focus separately on each business”
BMXG is of the opinion that the Frezer shares distributed to BMXG shareholders did not require registration under the Securities Act of 1933, as amended. Section 5 of the Securities Act requires registration prior to any "sale" of securities. Section 2(3), which defines "sale" as "every contract or sale or disposition of a security...for value," implicitly recognizes that no "sale" takes place where a stockholder makes no investment decision and gives no consideration for the security, which he or she is to receive.
The Distribution did not involve an "offer to sell" or "sale" of a security under Section 2(3)
of the Securities Act because there was no disposition by BMXG of securities for value and no new investment decision by holders of BMXG securities receiving Frezer shares in the distribution. BMXG’s stockholders did not provide any consideration to BMXG for the Frezer shares received in the distribution. The distribution consisted of a gratis, pro-rata distribution in kind to all of BMXG stockholders, who had no choice regarding the distribution. BMXG has been advised that under applicable Delaware corporate law, the distribution did not require stockholder approval, and no such approval was sought.
In Securities Act Release No. 33-4982, the SEC expressed its concern regarding the acquisition of the shares of a shell or inactive corporation by a publicly held company that then distributes the shares so acquired to the public company's shareholders. Such transactions effectuate a public distribution of the distributed shares without compliance with the registration provisions of the Securities Act. The SEC stated that such a distribution was a "sale" within the meaning of Section 2(3) of the Securities Act because the distribution did not "cease" at the point of receipt by the initial distributees of the shares but continued into the trade market involving sales to the investing public at large.
The distribution did not involve the creation of a public trading market of securities of a non-reporting company . There has never been, and there does not now exist, any public market for the capital stock of Frezer. Shares distributed contained significant restrictions on transfer to ensure that such a public trading market would not exist prior to registration under the Exchange Act. The stock certificates evidencing the Frezer Stock bear legends referring to such restrictions, and Frezer has issued stop transfer instructions to its transfer agent assure compliance with the foregoing restrictions.
Item 5. Directors, Executive Officers, Promoters and Control Persons Philip Watts. PhD (37V- Director of Research and Development
Please disclose a basis for your assertions that Philip Watts is "currently recognized as a world leader in landslide hazards research." Support your statement by supplementally providing us with copies of, or excerpts from, reports or publications which you reference. To the extent practicable, supplementally provide, a list of cites of the referenced scientific papers he has authored and the popular scientific papers in which he is featured, with a view toward disclosure; and supplementally identify each television special in which he is featured, with a view toward disclosure.
In regards to Dr. Watts, we have deleted the phrase "currently recognized as a world leader in landslide hazards research." From the Filing
Geoffrey O'Neill.PhD (57) - President
Please disclose a basis for your assertions that "Dr. O'Neill is a "visionary and pioneer in his field." Support your statement by supplementally providing us with copies of, or excerpts from, reports or publications which you reference.
In regards to Dr. O’Neill, we have deleted the phrase " Dr. O'Neill is a "visionary and pioneer in his field." from the Filing
5. Provide the name of the entity providing any award or honor and the requirements for receiving the honor or award, including Dr. O'Neill's Jean Julliard Prize for Outstanding Research from the International Society of Blood Transfusion and International Society of Hematology, presented in Budapest, Hungary and his JM Foundation Award, New York, for innovative research.
The Jean Julliard Prize was awarded to Dr. O’Neill in 1982 for "The Genetic control of complement C4 (Chido and Rogers) and linkage to HLA" . Verification can be obtained
through The International Society of Blood Transfusion . The International Society of Blood Transfusion (www.isbt-web.org) is a scientific society, founded in 1935, which brings together professionals involved in blood transfusion and transfusion medicine from more than 85 countries.
Dr. O’Neill’s award can be viewed by linking to
http:www.isbt-web.org/jean_julliard_prize/winners.asp
The JM Foundation is a New York based philanthropic organization which bestows grants, termed Awards, to various organizations. The award is granted to post doctoral trainees by merit of their research.
The Address of the JM Foundation is 60 E. 42nd St., Rm. 1651, New York, NY 10165
The paragraph in question in the Filing has been amended to read:
“. In 1982, Dr. O'Neill was the recipient of the Jean Julliard Prize for Outstanding Research. This Award was granted by the International Society of Blood Transfusion, presented in Budapest, Hungary. The International Society of Blood Transfusion is a scientific society, founded in 1935 which brings together professionals involved in blood transfusion and transfusion medicine from more than 85 countries.
In April 1975, Dr. O’Neill was awarded the JM Foundation Award from the JM Foundation, a New York based philanthropic organization that makes grants (awards) to various organizations and institutions. The JM Foundation award is given to post doctoral trainees by merit of their research. This award, which was given to Dr, O’Neill while a post doctoral fellow at Memorial Sloan-Kettering Cancer center, resulted in a grant to Memorial Sloan-Kettering Cancer Center.”
Cite the three publications or published articles by Dr. O'Neill, as author or coauthor, which primarily focused on stem cell biology. Supplementally provide us with the complete articles. Name all the journals which have published the other articles.
1 Kagan WA, O’NeillGJ, IncefyGS, GoldsteinG, Good RA: Introduction of human granulocyte differentiation in vitro by ubiquitin and thymopoietin. Blood 50:275, 1977
2. O’Neill GJ, Yang SY, Dupont B:Two HLA-linked loci controlling human complement C4. Proc.Natl.Acad Sci USA 75:5165, 1978
3. Maharaj D, Lewis-Ximenez, Riley R, Gomez O, O’Neill GJ: Serum G-CSF levels in patients undergoing G-CSF/chemotherapy mobilized peripheral stem cell harvest. Blood 84:1380, 1994
Copies of these articles have been mailed to the Commission .
Journals which have published other articles of Geoffrey O’Neill
Immunology
Annals of Immunology
Journal of Reticuloendothelial Society
Journal of Immunology
Blood
Cellular Immunology
Proceedings of the National Academy of Science (USA)
Nature
Transplantation Proceedings
New England Journal of Medicine
Transplantation
Immunobiology
Tissue Antigens
American Journal of Human Genetics
Clinical Immunology and Immunopathology
Human Genetics
Prenatal Diagnosis
Seminars in Haematology
Vox Sanguinis
The Lancet
Diabetologia
Neurology
Immunogenetics
International Journal of Cancer
Diabetes
Kidney International
Clinical and Experimental Immunology
Birth Defects
Disclose the basis for all your assertions regarding Cryo-Cell International and supplementally provide us with copies of, or excerpts from, reports or publications which you reference. It is sufficient to cite Cryo-Cell's reports filed with the Commission, but do not cite Cryo-Cell’s website. It is insufficient to state: "according to Cryo-Cell." in addition, except for the information from CryoCell's filings with the Commission, it is necessary to file as an exhibit Fletcher's written consent to the use of its name in the registration statement.
We have deleted all reference to Cryo-Cell from our filing except to state that Dr. O’Neill was employed there and his title
Management's Discussion and Analysis
In "Description of Business - Government Regulations", you state your licensing with the State of California should be completed around May 2006. Revise to clarify how you can expect to generate revenue by December of 2005 when your licensing will not be complete before approximately May 2006.
We were of the opinion that we would be able to operate our facility and accept cellular storage cases during the process of being reviewed for a license. We have recently been informed by the proper licensing authorities that is not permitted, and that we will be required to be fully licensed prior to accepting cases. We have amended our filing accordingly.
Plan of Operations
9. Please revise to eliminate the apparent typographical error in the following statement in the fifth paragraph from the end of this section; "(ii) We anticipate, in the event that funding is obtained and revenues are realized, to engage in the following research and development activities over the period beginning on October 5, 2005 and ending on October 5,2005,2006 (emphasis added)."
The statement has been amended to read as follows:
“We anticipate, in the event that funding is obtained and revenues are realized, to engage in the following research and development activities over the period beginning on January 2, 2006 and ending on January 2, 2007:”
Certain Relationships and Related Transactions
10. Please expand your response to comment number 38 of our prior letter dated September 26, 2005. It is necessary to address the