Correspondence 0001477932-24-008184 from MED-X, INC. (CIK 0001620704)
MED-X, INC. (CIK 0001620704)
Date: Dec. 18, 2024 · CIK: 0001620704 · Accession: 0001477932-24-008184
AI Filing Summary & Sentiment
File numbers found in text: 024-12516
Referenced dates: November 7, 2024
Letter
medx_corresp.htm
December 18, 2024
VIA EDGAR
Division of Corporation Finance
Office of Life Sciences
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn.:
Franklin Wyman
Lynn Dicker
Jessica Dickerson
Tim Buchmiller
Re:
Med-X, Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed October 11, 2024
File No. 024-12516
Ladies and Gentlemen:
This letter is submitted on behalf of Med-X, Inc, a Nevada corporation (the “Company”), in response to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission in a letter dated November 7, 2024 (the “Comment Letter”) with respect to the Company’s Amendment No. 1 to Offering Statement (the “Offering Statement”) on Form 1-A (File No. 024-12516), filed with the Commission on October 11, 2024. This letter is being submitted contemporaneously with the revised Offering Statement on Form 1-A Amendment No. 2, which reflects changes made in response to the Staff’s comments and other clarifying revisions. Capitalized terms set forth in this letter but not defined are used as defined in the Offering Statement.
For ease of reference, the Staff’s comments contained in the Comment Letter are reprinted below in bold, numbered to correspond with the paragraph number assigned in the Comment Letter, and is followed by the corresponding response of the Company.
Amendment No. 1 to Offering Statement on Form 1-A, Filed October 11, 2024
Cover Page
1.
Please disclose on the cover page which disclosure format you are following for the narrative disclosure required by Part II of Form 1-A. Refer to the last paragraph of Part II(a)(1) of Form 1-A. If you intend to follow the offering circular format described in Part II of Form 1-A, please include all relevant disclosures, including the cross reference required by Part II, Item 1(d) of Form 1-A.
Response: In response to this comment, the Company respectfully advises the Staff that is has included the requested disclosure by the Staff, on the cover page of the Offering circular.
1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW
2.
You state on page ii that the offering will terminate on the first to occur of certain specified events, one of which is the one-year anniversary of the qualification date of this offering statement. You make a similar statement on pages 67 and 68. However, on page 68, you also state that the offering will end on the 180th day after the qualification date but that you may extend the offering one or more times. Please revise these disclosures for consistency to clarify the duration of the offering.
Response: In response to this comment, the Company respectfully advises the Staff that it has clarified the disclosure on page 68, which states “the offering will terminate on the first to occur of (i) the date on which all 2,500,000 shares have been sold, (ii) the date which is one year from this offering being qualified by the SEC or (c) the date on which this offering is earlier terminated by us, in our sole discretion, with respect to the Company’s shares offered in this offering, regardless of the amount of capital raised.” As such, the disclosure is now consistent throughout the offering circular.
3.
You state that there is no escrow agent or escrow account being used for this offering, but then you state that funds released from escrow will be deposited directly into your operating account for immediate use. Please revise your disclosures here and throughout the offering statement as appropriate to clarify whether you intend to use an escrow agent and an escrow account for this offering. In this regard, we note inconsistent disclosures regarding escrow under "Risk Factors" on page 41, "Terms of the Offering" on page 67, and "Plan of Distribution" on pages 68 and 70. We also note that you included two forms of escrow services agreements with two different escrow agents as exhibits to the offering statement.
Response: In response to this comment, the Company respectfully advises the Staff that it has revised the disclosure throughout the offering circular to clarify that an escrow account has been established for this offering, throughout the offering circular. Additionally, the Company has filed the escrow agreement as exhibit 8.1 to the offering circular.
Summary, page 2
4.
The information in the "Summary" section on pages 2-16 appears to be nearly identical to the information in the "Business" section on pages 19-33. Please revise your summary to make it brief and to avoid repetition of the detailed information from the "Business" section. Refer to Rule 253(d)(1) of Regulation A and Part II, Item 3(a) of Form 1-A.
Response: In response to this comment, the Company respectfully advises the Staff that it has updated and condensed the Summary section, to avoid repetition, in accordance with Rule 253(d)(1) of Regulation A and part II, Item 3(a) of Form 1-A, as per the Staff’s request.
Thermal-Aid Headache Relief System, page 5
5.
You state that Dr. Hyson is the inventor and grantee of three patents which have been provided to Pacific Shore in perpetuity to commercialize the Thermal-Aid Headache Relief System and Malibu Brands Pain Relief Cream. However, on page 8, you disclose that the license agreement had an initial term of five years with options exercisable for one-year extensions. Accordingly, please refrain from referring to the license as a perpetual license. In addition, please disclose here whether these patents have expired and ensure you briefly describe all material terms of the license agreement in the offering statement. For example only, in addition to the current disclosure, you should disclose which party owns any improvements you may make to the licensed intellectual property, which party bears the responsibility for any costs and fees associated with the licensed intellectual property, and when royalty payments to Dr. Hyson are due and payable. Finally, please file a copy of the applicable license agreement as an exhibit to the offering statement. In this regard, although we note a license agreement for Thermal-Aid filed as Exhibit 6.6, it appears to be an agreement with Matthew Mills and identifies different patent numbers than those disclosed on page 5 of the offering statement.
Response: In response to this comment, the Company respectfully advises the Staff that the Company has updated the disclosure on page of the offering circular on page 5 and 10, to remove references to the patents provided to Pacific Shore being perpetual. Rather, the license agreement automatically renews each year, and has been renewed every year since 2010, and during the term, the license is exclusive to the Company. Additionally, the Company has filed the applicable license agreement as exhibit 6.8 to the offering circular, per the Staff’s request.
1185 Avenue of the Americas | 37th Floor | New York, NY | 10036
T (212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW
Nature-Cide License and Patent Application, page 5
6.
You state that Pacific Shore has an exclusive royalty-free worldwide master license in perpetuity from Matthew Mills to commercialize the Nature-Cide brand and line of products. You further state that the license agreement has no termination date. However, the license agreement filed as Exhibit 6.5 to the offering statement has a one-year term that automatically renews each year for one additional year unless terminated by either party for any reason or no reason at least 30 days prior to the expiration of the term. Accordingly, please refrain from referring to the license as a perpetual license. In addition, please ensure you briefly describe all material terms of the license agreement in the offering statement. For example only, in addition to the current disclosure, you should disclose the term of the agreement, which party owns any improvements you may make to the licensed intellectual property, and which party bears the responsibility for any costs and fees associated with the licensed intellectual property.
Response: In response to this comment, the Company respectfully advises the Staff that the Company has updated the disclosure on page 5 and 25 of the offering circular, to remove references to the license and patent being perpetual. The Company has also included additional disclosure regarding all material terms of the license agreement in the offering statement, as requested by the Staff.
Recent Developments, page 8
7.
We note your references here and throughout the offering statement to an offering in reliance on Regulation Crowdfunding. Specifically, we note that the Regulation Crowdfunding offering appears to be an ongoing offering. In addition, we note other disclosures throughout the offering statement indicating that a separate, private placement may also have recently occurred and be ongoing. Please provide us with your legal analysis as to whether those offerings may be subject to integration with the offering contemplated by this offering statement. Refer to Securities Act Rule 152. In addition, to the extent the offerings are concurrent, please tell us why they are priced differently.
Response: In response to this comment, the Company respectfully advises the Staff that the Company intends to cease the Crowdfunding and the Regulation D offering prior to having the Regulation A offering qualified by the SEC.
Patents and Trademarks, page 11
8.
Please revise your disclosures to clarify which trademarks, patents, and patent applications are owned and which ones are in-licensed by you and/or Pacific Shore Holdings, as applicable.
Response: In response to this comment, the Company respectfully advises the Staff the Company has included two separate tables on page 11 of the offering circular, with additional disclosure, to clarify which trademarks, patents and patent application are owned and which ones are in-licensed by the Company and/or Pacific Shore Holdings.
1185 Avenue of the Americas | 37th Floor | New York, NY | 10036
T (212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW
Use of Proceeds, page 18
9.
The use of proceeds described under "Expenditures" in the table on page 18 appears to be inconsistent with the use of proceeds described in the first and the fourth paragraphs of this section. Please revise your disclosures for consistency, or otherwise advise.
Response: In response to this comment, the Company respectfully advises the Staff that the Company has revised the disclosure in the first and fourth paragraph for consistency, as per the Staff’s request.
10.
In the third paragraph, you state that you estimate your net proceeds from the sale of 50% of the shares in this offering will be approximately $4,675,000. This number appears to be inconsistent with the calculations presented in the table on page 18. Please revise your disclosures to reconcile these amounts, or otherwise advise.
Response: In response to this comment, the Company respectfully advises the Staff that the Company that is has revised the disclosure in third paragraph, for consistency with the calculations as presented in the table on page 8, as per the Staff’s request.
11.
We note that you intend to use a portion of the net proceeds from this offering to repay certain debt. Please describe the material terms of such debt and, if the debt was incurred in the past year, describe the use of the proceeds arising from the debt. Refer to Instruction 6 to Part II, Item 6 of Form 1-A.
Response: In response to this comment, the Company respectfully advises the Staff that the Company has included a description of the material terms of the debt on page 18 in footnote (1), as requested by the Staff.
Risk Factors, page 33
12.
Please move the "Risk Factors" section so that it appears immediately following the "Summary" section. Refer to Part II, Item 3(b) of Form 1-A.
Response: In response to this comment, the Company respectfully advises the Staff that the Company has moved the “Risk Factors” section so that it appears immediately following the “Summary” section, as requested by the Staff.
Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 46
13.
In the first paragraph, you refer to your "ongoing efforts to conclude [y]our IPO." You make other disclosures regarding your IPO throughout the offering statement. Please revise your disclosures as appropriate to clarify that you did not complete your IPO and that you withdrew the registration statement for your IPO in April 2024.
Response: In response to this comment, the Company respectfully advises the Staff that the Company has revised its disclosures throughout to clarify that the IPO was never consummated, and the registration statement was withdrawn in April of 2024.
1185 Avenue of the Americas | 37th Floor | New York, NY | 10036
T (212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW
Capitalization, page 52
14.
Please provide updated capitalization and dilution presentations as of June 30, 2024.
Response: In response to this comment, the Company respectfully advises the Staff that the Company has updated the capitalization and dilution section as of June 30, 2024, as requested by the Staff.
15.
In your revised capitalization table and dilution presentation, ensure that net proceeds from the planned IPO in the "pro forma as adjusted" column are consistent with the corresponding amount in Use of Proceeds on page 18. Additionally, the share amounts should be consistent with the terms for the planned offering and 1-for-16 reverse stock split. Also, clarify whether these presentations will reflect automatic conversion coincident with the planned IPO of the Promissory Note under the Line of Credit Agreement, as discussed on page F-36.
Response: In response to this comment, the Company respectfully advises the Staff that the Company has ensured that the net proceeds from the planned IPO in the “pro forma as adjusted” column are consistent with the corresponding amount in the Use of Proceeds on page 18, as requested by the Staff.
16.
In the third bullet point and in the last paragraph, you refer to the "assumed initial public offering price of $4.00 per [s]hare." Please revise your disclosure to remove "assumed" given that the offering is being made at a fixed price of $4.00 per share. In addition, please refrain from referring to the offering price as your "initial public offering price" given the significance of an "IPO price" under several of your contractual arrangements described in the offering statement. Alternatively, tell us whether the price of this offering is considered the "IPO price" under any such arrangements. Please make similar revisions throughout the offering statement as appropriate.
Response: In response to this comment, the Company respectfully advises the Staff that the Company has removed the reference to “assumed” initial offering price and has also removed any reference to “initial public offering price”, as requested by the Staff.
Management
Executive Officers and Directors of Med-X, page 54
17.
We note your disclosure that David Toomey continues to actively practice clinical medicine and that Ronald Tchorzewski is currently the owner of CFO Consultancy. Please disclose the approximate number of hours per week that each of these officers works for you. Refer to Part II, Item 10(a)(2) of Form 1-A.
Response: In response to this comment, the Company respectfully advises the Staff that the Company has updated the disclosure to reflect the numbers of hours per week that each of these officers work
Show Raw Text
CORRESP
1
filename1.htm
medx_corresp.htm
December 18, 2024
VIA EDGAR
Division of Corporation Finance
Office of Life Sciences
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn.:
Franklin Wyman
Lynn Dicker
Jessica Dickerson
Tim Buchmiller
Re:
Med-X, Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed October 11, 2024
File No. 024-12516
Ladies and Gentlemen:
This letter is submitted on behalf of Med-X, Inc, a Nevada corporation (the “Company”), in response to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission in a letter dated November 7, 2024 (the “Comment Letter”) with respect to the Company’s Amendment No. 1 to Offering Statement (the “Offering Statement”) on Form 1-A (File No. 024-12516), filed with the Commission on October 11, 2024. This letter is being submitted contemporaneously with the revised Offering Statement on Form 1-A Amendment No. 2, which reflects changes made in response to the Staff’s comments and other clarifying revisions. Capitalized terms set forth in this letter but not defined are used as defined in the Offering Statement.
For ease of reference, the Staff’s comments contained in the Comment Letter are reprinted below in bold, numbered to correspond with the paragraph number assigned in the Comment Letter, and is followed by the corresponding response of the Company.
Amendment No. 1 to Offering Statement on Form 1-A, Filed October 11, 2024
Cover Page
1.
Please disclose on the cover page which disclosure format you are following for the narrative disclosure required by Part II of Form 1-A. Refer to the last paragraph of Part II(a)(1) of Form 1-A. If you intend to follow the offering circular format described in Part II of Form 1-A, please include all relevant disclosures, including the cross reference required by Part II, Item 1(d) of Form 1-A.
Response: In response to this comment, the Company respectfully advises the Staff that is has included the requested disclosure by the Staff, on the cover page of the Offering circular.
1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW
1
2.
You state on page ii that the offering will terminate on the first to occur of certain specified events, one of which is the one-year anniversary of the qualification date of this offering statement. You make a similar statement on pages 67 and 68. However, on page 68, you also state that the offering will end on the 180th day after the qualification date but that you may extend the offering one or more times. Please revise these disclosures for consistency to clarify the duration of the offering.
Response: In response to this comment, the Company respectfully advises the Staff that it has clarified the disclosure on page 68, which states “the offering will terminate on the first to occur of (i) the date on which all 2,500,000 shares have been sold, (ii) the date which is one year from this offering being qualified by the SEC or (c) the date on which this offering is earlier terminated by us, in our sole discretion, with respect to the Company’s shares offered in this offering, regardless of the amount of capital raised.” As such, the disclosure is now consistent throughout the offering circular.
3.
You state that there is no escrow agent or escrow account being used for this offering, but then you state that funds released from escrow will be deposited directly into your operating account for immediate use. Please revise your disclosures here and throughout the offering statement as appropriate to clarify whether you intend to use an escrow agent and an escrow account for this offering. In this regard, we note inconsistent disclosures regarding escrow under "Risk Factors" on page 41, "Terms of the Offering" on page 67, and "Plan of Distribution" on pages 68 and 70. We also note that you included two forms of escrow services agreements with two different escrow agents as exhibits to the offering statement.
Response: In response to this comment, the Company respectfully advises the Staff that it has revised the disclosure throughout the offering circular to clarify that an escrow account has been established for this offering, throughout the offering circular. Additionally, the Company has filed the escrow agreement as exhibit 8.1 to the offering circular.
Summary, page 2
4.
The information in the "Summary" section on pages 2-16 appears to be nearly identical to the information in the "Business" section on pages 19-33. Please revise your summary to make it brief and to avoid repetition of the detailed information from the "Business" section. Refer to Rule 253(d)(1) of Regulation A and Part II, Item 3(a) of Form 1-A.
Response: In response to this comment, the Company respectfully advises the Staff that it has updated and condensed the Summary section, to avoid repetition, in accordance with Rule 253(d)(1) of Regulation A and part II, Item 3(a) of Form 1-A, as per the Staff’s request.
Thermal-Aid Headache Relief System, page 5
5.
You state that Dr. Hyson is the inventor and grantee of three patents which have been provided to Pacific Shore in perpetuity to commercialize the Thermal-Aid Headache Relief System and Malibu Brands Pain Relief Cream. However, on page 8, you disclose that the license agreement had an initial term of five years with options exercisable for one-year extensions. Accordingly, please refrain from referring to the license as a perpetual license. In addition, please disclose here whether these patents have expired and ensure you briefly describe all material terms of the license agreement in the offering statement. For example only, in addition to the current disclosure, you should disclose which party owns any improvements you may make to the licensed intellectual property, which party bears the responsibility for any costs and fees associated with the licensed intellectual property, and when royalty payments to Dr. Hyson are due and payable. Finally, please file a copy of the applicable license agreement as an exhibit to the offering statement. In this regard, although we note a license agreement for Thermal-Aid filed as Exhibit 6.6, it appears to be an agreement with Matthew Mills and identifies different patent numbers than those disclosed on page 5 of the offering statement.
Response: In response to this comment, the Company respectfully advises the Staff that the Company has updated the disclosure on page of the offering circular on page 5 and 10, to remove references to the patents provided to Pacific Shore being perpetual. Rather, the license agreement automatically renews each year, and has been renewed every year since 2010, and during the term, the license is exclusive to the Company. Additionally, the Company has filed the applicable license agreement as exhibit 6.8 to the offering circular, per the Staff’s request.
1185 Avenue of the Americas | 37th Floor | New York, NY | 10036
T (212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW
2
Nature-Cide License and Patent Application, page 5
6.
You state that Pacific Shore has an exclusive royalty-free worldwide master license in perpetuity from Matthew Mills to commercialize the Nature-Cide brand and line of products. You further state that the license agreement has no termination date. However, the license agreement filed as Exhibit 6.5 to the offering statement has a one-year term that automatically renews each year for one additional year unless terminated by either party for any reason or no reason at least 30 days prior to the expiration of the term. Accordingly, please refrain from referring to the license as a perpetual license. In addition, please ensure you briefly describe all material terms of the license agreement in the offering statement. For example only, in addition to the current disclosure, you should disclose the term of the agreement, which party owns any improvements you may make to the licensed intellectual property, and which party bears the responsibility for any costs and fees associated with the licensed intellectual property.
Response: In response to this comment, the Company respectfully advises the Staff that the Company has updated the disclosure on page 5 and 25 of the offering circular, to remove references to the license and patent being perpetual. The Company has also included additional disclosure regarding all material terms of the license agreement in the offering statement, as requested by the Staff.
Recent Developments, page 8
7.
We note your references here and throughout the offering statement to an offering in reliance on Regulation Crowdfunding. Specifically, we note that the Regulation Crowdfunding offering appears to be an ongoing offering. In addition, we note other disclosures throughout the offering statement indicating that a separate, private placement may also have recently occurred and be ongoing. Please provide us with your legal analysis as to whether those offerings may be subject to integration with the offering contemplated by this offering statement. Refer to Securities Act Rule 152. In addition, to the extent the offerings are concurrent, please tell us why they are priced differently.
Response: In response to this comment, the Company respectfully advises the Staff that the Company intends to cease the Crowdfunding and the Regulation D offering prior to having the Regulation A offering qualified by the SEC.
Patents and Trademarks, page 11
8.
Please revise your disclosures to clarify which trademarks, patents, and patent applications are owned and which ones are in-licensed by you and/or Pacific Shore Holdings, as applicable.
Response: In response to this comment, the Company respectfully advises the Staff the Company has included two separate tables on page 11 of the offering circular, with additional disclosure, to clarify which trademarks, patents and patent application are owned and which ones are in-licensed by the Company and/or Pacific Shore Holdings.
1185 Avenue of the Americas | 37th Floor | New York, NY | 10036
T (212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW
3
Use of Proceeds, page 18
9.
The use of proceeds described under "Expenditures" in the table on page 18 appears to be inconsistent with the use of proceeds described in the first and the fourth paragraphs of this section. Please revise your disclosures for consistency, or otherwise advise.
Response: In response to this comment, the Company respectfully advises the Staff that the Company has revised the disclosure in the first and fourth paragraph for consistency, as per the Staff’s request.
10.
In the third paragraph, you state that you estimate your net proceeds from the sale of 50% of the shares in this offering will be approximately $4,675,000. This number appears to be inconsistent with the calculations presented in the table on page 18. Please revise your disclosures to reconcile these amounts, or otherwise advise.
Response: In response to this comment, the Company respectfully advises the Staff that the Company that is has revised the disclosure in third paragraph, for consistency with the calculations as presented in the table on page 8, as per the Staff’s request.
11.
We note that you intend to use a portion of the net proceeds from this offering to repay certain debt. Please describe the material terms of such debt and, if the debt was incurred in the past year, describe the use of the proceeds arising from the debt. Refer to Instruction 6 to Part II, Item 6 of Form 1-A.
Response: In response to this comment, the Company respectfully advises the Staff that the Company has included a description of the material terms of the debt on page 18 in footnote (1), as requested by the Staff.
Risk Factors, page 33
12.
Please move the "Risk Factors" section so that it appears immediately following the "Summary" section. Refer to Part II, Item 3(b) of Form 1-A.
Response: In response to this comment, the Company respectfully advises the Staff that the Company has moved the “Risk Factors” section so that it appears immediately following the “Summary” section, as requested by the Staff.
Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 46
13.
In the first paragraph, you refer to your "ongoing efforts to conclude [y]our IPO." You make other disclosures regarding your IPO throughout the offering statement. Please revise your disclosures as appropriate to clarify that you did not complete your IPO and that you withdrew the registration statement for your IPO in April 2024.
Response: In response to this comment, the Company respectfully advises the Staff that the Company has revised its disclosures throughout to clarify that the IPO was never consummated, and the registration statement was withdrawn in April of 2024.
1185 Avenue of the Americas | 37th Floor | New York, NY | 10036
T (212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW
4
Capitalization, page 52
14.
Please provide updated capitalization and dilution presentations as of June 30, 2024.
Response: In response to this comment, the Company respectfully advises the Staff that the Company has updated the capitalization and dilution section as of June 30, 2024, as requested by the Staff.
15.
In your revised capitalization table and dilution presentation, ensure that net proceeds from the planned IPO in the "pro forma as adjusted" column are consistent with the corresponding amount in Use of Proceeds on page 18. Additionally, the share amounts should be consistent with the terms for the planned offering and 1-for-16 reverse stock split. Also, clarify whether these presentations will reflect automatic conversion coincident with the planned IPO of the Promissory Note under the Line of Credit Agreement, as discussed on page F-36.
Response: In response to this comment, the Company respectfully advises the Staff that the Company has ensured that the net proceeds from the planned IPO in the “pro forma as adjusted” column are consistent with the corresponding amount in the Use of Proceeds on page 18, as requested by the Staff.
16.
In the third bullet point and in the last paragraph, you refer to the "assumed initial public offering price of $4.00 per [s]hare." Please revise your disclosure to remove "assumed" given that the offering is being made at a fixed price of $4.00 per share. In addition, please refrain from referring to the offering price as your "initial public offering price" given the significance of an "IPO price" under several of your contractual arrangements described in the offering statement. Alternatively, tell us whether the price of this offering is considered the "IPO price" under any such arrangements. Please make similar revisions throughout the offering statement as appropriate.
Response: In response to this comment, the Company respectfully advises the Staff that the Company has removed the reference to “assumed” initial offering price and has also removed any reference to “initial public offering price”, as requested by the Staff.
Management
Executive Officers and Directors of Med-X, page 54
17.
We note your disclosure that David Toomey continues to actively practice clinical medicine and that Ronald Tchorzewski is currently the owner of CFO Consultancy. Please disclose the approximate number of hours per week that each of these officers works for you. Refer to Part II, Item 10(a)(2) of Form 1-A.
Response: In response to this comment, the Company respectfully advises the Staff that the Company has updated the disclosure to reflect the numbers of hours per week that each of these officers work