SecProbe.io

CORRESP
 1
 filename1.htm

 ueec_corresp.htm UNITED HEALTH PRODUCTS, INC. 520 Fellowship Road, Suite #D-406 Mt. Laurel, NJ 08054 January 29, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. St., N.E. Washington, D.C. 20549 Re: United Health Products, Inc. Registration Statement on Form S-1 File No. 333-292761 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, United Health Products, Inc. hereby requests the acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-292761) so that it will become effective on Friday, January 30, 2026, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable. Please call Gavin Grusd or Dominick Ragno of Ruskin Moscou Faltischek P.C. at (516) 663-6600 to provide notice of the effectiveness of the Registration Statement. Very truly yours, United Health Products, Inc. By: /s/ Brian Thom Brian Thom, Chief Executive Officer cc: Gavin Grusd, Ruskin Moscou Faltischek P.C. Dominick Ragno, Ruskin Moscou Faltischek P.C.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 21, 2026

Brian Thom
Chief Executive Officer
United Health Products, Inc.
520 Fellowship Road, Suite #D-406
Mt. Laurel, NJ 08054

 Re: United Health Products, Inc.
 Registration Statement on Form S-1
 Filed January 15, 2026
 File No. 333-292761
Dear Brian Thom:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Juan Grana at 202-551-6034 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
cc: Gavin Grusd, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

ueec_corresp.htmUnited Health Products, Inc

 520 Fellowship Road, Suite #D-406

 Mt. Laurel, NJ 08054

 July 26, 2024

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F. St., N.E.

 Washington, D.C. 20549

   Re:

   Request for Acceleration of Effectiveness of Registration

 Statement on Form S-1 (File No. 333-280504)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, United Health Products, Inc. (the “Registrant”) hereby requests the acceleration of the effectiveness of the above-referenced Registration Statement on Form S-1 (File No. 333-280504) (the “Registration Statement”) so that it will become effective at 4:30 p.m., Eastern Standard Time, on July 29, 2024, or as soon thereafter as practicable.

 If there is any change in the acceleration request set forth above, the Registrant will promptly notify you of the change, which may be made by an executive officer of the Registrant or by any attorney from the Registrant’s counsel, Ruskin Moscou Faltischek, P.C.

      Very truly yours,

 United Health Products, Inc.

     By:

   /s/ Brian Thom

     Name:

 Title:

   Brian Thom

 Chief Executive Officer

July 3, 2024
Brian Thom
Chief Executive Officer
United Health Products, Inc.
520 Fellowship Roa
Suite #D-406
Mt. Laurel, NJ 08054
Re:United Health Products, Inc.
Registration Statement on Form S-1
Filed June 26, 2024
File No. 333-280504
Dear Brian Thom:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Augustin at 202-551-8483 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Gavin C. Grusd

CORRESP
1
filename1.htm

ueec_corresp.htmUnited Health Products, Inc.

 526 Commerce Circle, STE #102

 Mesquite, Nevada 89027

 September 15, 2022

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F. St., N.E.

 Washington, D.C. 20549

   Re:

   Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No.  333-267310) of United Health Products, Inc. (the “Registrant”)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, and on behalf of the Registrant, we hereby request that the effectiveness of the above-captioned Registration Statement (the “Registration Statement”) be accelerated so that such Registration Statement will become effective on Monday, September 19, 2022 at 5:00 p.m., Eastern Time, or as soon thereafter as practicable.

 The Registrant hereby authorizes Gavin C. Grusd, of Ruskin Moscou Faltischek, P.C., to orally modify or withdraw this request for acceleration.

 We request that we be notified of such effectiveness by a telephone call to Mr. Grusd at (516) 663-6514, or in his absence Dominick Ragno, of Ruskin Moscou Faltischek, P.C., at (516) 663-6614. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of such Registration Statement be sent to Ruskin Moscou Faltischek, P.C., attention: Gavin C. Grusd, via email at ggrusd@rmfpc.com.

      Very truly yours,

 UNITED HEALTH PRODUCTS, INC.

   By:

   /s/  Brian Thom

   Name:

 Title:

   Brian Thom

 Chief Executive Officer

United States securities and exchange commission logo
September 14, 2022
Brian Thom
Chief Executive Officer
United Health Products, Inc.
526 Commerce Circle, STE #102
Mesquite, NY 89027
Re:United Health Products, Inc.
Registration Statement on Form S-3
Filed September 7, 2022
File No. 333-267310
Dear Mr. Thom:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Gavin Grusd, Esq.

CORRESP
1
filename1.htm

ueec_corresp.htm

 September 29, 2021

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F. St., N.E.

 Washington, D.C. 20549

   Re:

   Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-257501) of United Health Products, Inc. (the “Registrant”)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, and on behalf of the Registrant, we hereby request that the effectiveness of the above-captioned Registration Statement (the “Registration Statement”) be accelerated so that such Registration Statement will become effective today, Wednesday, September 29, 2021 at 5:00 p.m., Eastern Time, or as soon thereafter as practicable.

 The Registrant hereby authorizes Gavin C. Grusd, of Ruskin Moscou Faltischek, P.C., to orally modify or withdraw this request for acceleration.

 We request that we be notified of such effectiveness by a telephone call to Mr. Grusd at (516) 663-6514, or in his absence Andrew Garbarino, of Ruskin Moscou Faltischek, P.C., at (516) 663-6632. We also respectfully request that a copy of the written order from the Commission verifying the effective time and date of such Registration Statement be sent to Ruskin Moscou Faltischek, P.C., attention: Gavin C. Grusd, via email at ggrusd@rmfpc.com.

      Very truly yours,

 UNITED HEALTH PRODUCTS, INC.

   By:

   /s/ Brian Thom

   Name:

 Title:

   Brian Thom

 Chief Executive Officer

United States securities and exchange commission logo
January 6, 2021
Douglas Beplate
Chairman of the Board of Directors
United Health Products, Inc.
10624 S. Eastern Ave.
Suite A209
Henderson, NV 89052
Re:United Health Products, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed July 9, 2020
File No. 000-27781
Dear Mr. Beplate:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

ueec_corresp.htmNovember 3, 2020

 Mr. Kevin Kuhar

 Accounting Branch Chief

 Office of Life Sciences

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 Washington, D.C. 20549

   Re:

   United Health Products, Inc. (the “Company”)

   Form 10-K for the Fiscal Year Ended December 31, 2019

   Filed July 9, 2020

   File No. 000-27781

 Dear Mr. Kuhar:

 The Company is in receipt of your comment letter dated September 29, 2020, regarding the Company’s filing referenced above.

 Below are the comments from your comment letter together with the Company’s responses thereto.

 Comment No. 1:

 Form 10-K for the Fiscal Year Ended December 31, 2019

 Statement of Operations, page F-4

    1.

  We see that you recorded the 2017 loss on disputed inventory as a non-operating expense. Please tell us your basis for concluding transactions related to your core business model of selling inventory should be reported outside of operations.

 Response to Comment No. 1:

 The disputed inventory is related to a lawsuit the Company has filed against one of its vendors.The Company shipped inventory to the vendor and the vendor received the product into its warehouse, however, the vendor is disputing the purchase order terms.The Company considered this as an “unusual or infrequently occurring item” per ASC 225-20. The Company has never had a customer receive inventory and then dispute the purchase order which is why it was recorded as a non-operating expense.

  1

 Comment No. 2:

 Note 2. Restatement of Financial Statements, page F-7

    2.

  You state that no revenue should have been recognized in 2017 as the transactions did not meet all of the revenue recognition criteria under ASC 606. As you had not adopted ASC 606 as of December 31, 2017, please confirm that the transaction also did not meet the revenue recognition criteria of ASC 605.

 Response to Comment No. 2:

 We confirm the transaction did not meet the revenue recognition criteria of ASC 605, due to the shipping terms of the inventory shipment close to year end.

 Comment No. 3:

 Note 2. Restatement of Financial Statements, page F-7

    3.

  As part of the restatement, we see that you have made other adjustments for inventory valuation, loss on settlement of debt, equity transactions and certain accruals. Please separately describe the nature of each set of related adjustments recorded as part of the restatement and tell us why it was appropriate to adjust your historical financial statements. Refer to ASC 250-10-50-7, SAB Topics 1M and 1N.

 Response to Comment No. 3:

 The adjustments for inventory valuation, loss on settlement of debt, equity transactions and certain accruals are described below.

   a.

   Inventory Valuation – the adjustments were due to the Company noting they had used incorrect values when determining the cost/price of its inventory.

   b.

  Loss on settlement of debt – the adjustment related to 2017 was due to the Company noting shares were issued to settle an outstanding accounts payable balance instead of being issued for stock-based compensation.

     The adjustment related to 2018 was due to the Company noting it had agreed to issue 113,000 shares of common stock in connection with various notes payable from 2017 and the value of these shares should not have been included in the determination of the loss on debt settlement.The 113,000 shares should have been considered financing costs upon issuance of the notes payable in 2017 (see Note 8).During 2018, the Company settled the notes payable with the issuance of shares of common stock and originally included the $123,170 fair market value of the 113,000 shares as part of the value in determining the loss on debt settlement.

   c.

  Equity transactions – the adjustments are related to the change in valuation of the 113,000 shares of common stock issued as financing costs as mentioned above along with the Company reclassing its liability for unissued shares account from a liability to equity.These shares had been paid for but not issued due to timing differences of when the transfer agent issued the shares.

  2

   d.

   Certain accruals- the adjustments related to certain accruals were due to the following:

   a.

  The Company determining that some previously recorded A/R and revenue should not have been recognized due to the fact a significant amount of time had passed and no payments had been received.The Company determined that the revenue criteria per ASC 605 of collectability reasonably assured was not met and the revenue and related A/R was reversed.

   b.

  The Company discovered it had not properly accrued for compensation to its Chief Executive Officer and Chief Financial Officer.

   c.

  As mentioned above in the loss on settlement of debt discussion, the Company noted shares of stock were issued to settle an outstanding A/P balance instead of for stock-based compensation.

 The Company determined it was appropriate to restate its historical financial statements due to the timing of revenue recognition related to the shipping terms of inventory sold and shipped at the end of 2017.

 Comment No. 4:

 Note 2. Restatement of Financial Statements, page F-7

    4.

  In this regard, we note that certain adjustments were made “based on factors known at the time of this filing versus what was known as of the original filing date.” For each adjustment related to this statement, please tell us whether these factors provided additional evidence about factors that existed as of the balance sheet date or if the conditions did not exist as of the balance sheet date. Refer to ASC 855-10-25 and PCAOB AU 560 as part of your response.

 Response to Comment No. 4:

 The adjustments made due to “factors known at the time of this filing versus what was known as of the original filing date” are related to the recognition of revenue, accounts receivable and bad debt expense.

 The Company had previously recognized transactions as revenue and these transactions were showing as accounts receivable at the end of previous filings.Some of these revenue transactions were eventually written off as bad debt expense in subsequent periods.Due to the fact the Company knew while working on the current filing it was not going to collect on these revenue transactions it was determined they did not meet the revenue recognition criteria per ASC 605 of “collectability is reasonably assured” and the revenue recognition criteria per ASC 606 of “probability that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer”.

 The non-payment of the invoices provided additional evidence regarding the revenue recognition criteria of ASC 605 and ASC 606 related to these revenue transactions as of the balance sheet date.

  3

 Comment No. 5:

 Note 3. Significant Accounting Policies

 Inventory, page F-22

    5.

  We note your disclosure that inventories are carried at the lower of cost or market. Please tell us how this is consistent with ASC 330-10-35-1B, which indicates that inventories should be valued at the lower of cost or net realizable value.

 Response to Comment No. 5:

 We note the disclosure should read “inventories are carried at the lower of cost or net realizable value” and will update the wording on subsequent filings.

 Per the ASC Master Glossary Market is defined as the following:

 “As used in the phrase lower of cost or market, the term market means current replacement cost (by purchase or by reproduction, as the case may be) provided that it meets both of the following conditions:

   a.

  Market shall not exceed the net realizable value

   b.

  Market shall not be less than net realizable value reduced by an allowance for an approximately normal profit margin.”

 Since “market” cannot be greater than net realizable value and not less than net realizable value reduced by an allowance for an approximately normal profit margin the accounting concept of measuring the value of inventory at lower of cost or market is consistent with ASC 330-10-35-1B.

 Comment No. 6:

 Note 7. Litigation, page F-27

    6.

  We note the statement that due to uncertainties inherent in litigation, you cannot predict the outcome of the above legal proceedings. Please tell us how your accounting policies for the recognition and disclosure of loss contingencies complies with ASC 450-20-25-2. Please also confirm that you disclose the nature of accruals for estimated losses from a loss contingency when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated; and you disclose the nature of the contingency and an estimate of the possible loss or range of loss or a statement that such an estimate cannot be made if there is at least a reasonable possibility that a loss or additional loss may have been incurred and an accrual is not made or an exposure to loss exists in excess of the amount accrued. Refer to ASC 450-20-50-3 through ASC 450-20-50-6.

  4

 Response to Comment No. 6:

 The accounting guidance mentioned in ASC 450-20-25-2 discusses the conditions needed when an estimate from a loss contingency should be accrued.

 We have followed the accounting guidance in ASC 450-20-55-11 which states, “accrual of a loss related to litigation, claim, or assessment would be required if the probability of loss is such that the condition in paragraph 450-20-25-2(a) is met and the amount of loss can be reasonably estimated.

 ASC 450-20-25-2(a) says, “Information available before the financial statements are issued or are available to be issued indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements…It is implicit in this condition that it must be probable that one or more future events will occur confirming the fact of the loss.”

 ASC 450-20-55-13 also provides further guidance, “The condition in paragraph 450-20-25-2(a) would be met if an unfavorable outcome is determined to be probable.Accrual would be inappropriate, but disclosure would be required, if an unfavorable outcome is determined to be reasonably possible but not probable, or if the amount of loss cannot be reasonably estimated.

 We have followed the guidance in ASC 450-20 as we have disclosed the various litigations against the Company in the Form 10-K and no accrual has been made because an unfavorable outcome has not been determined to be probable and the amount of loss cannot reasonably be estimated.

 We confirm that we have disclosed the nature of accruals for estimated losses from a loss contingency when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated; and we have disclosed the nature of the contingency and an estimate of the possible loss or range of loss or a statement that such an estimate cannot be made if there is at least a reasonable possibility that a loss or additional loss may have been incurred and an accrual is not made or an exposure to loss exists in excess of the amount accrued.

 Comment No. 7:

 Item 9a. Controls and Procedures, page 24

    7.

  We note the multiple material weaknesses that existed as of December 31, 2019 and that your internal control over financial reporting has been ineffective for successive fiscal years. Please describe the steps you are currently taking and the status of those plans to enhance your internal control environment to remediate the identified material weaknesses.

  5

 Response to Comment No. 7:

 The Company has hired an outside consultant with knowledge of US GAAP and to assist with the preparation of the financial statements.The other material weaknesses related to the lack of segregation of duties, inadequate corporate governance (lack of an audit committee), inadequate internal control structure and control environment and lack of information technology controls are due to the Company’s relatively small size and minimal staffing or number of employees.

 The Company is currently in the process of reorganizing in an effort to remediate the material weaknesses as best as possible.The material weaknesses will not be able to be fully remediated until the Company is able to hire additional staff and bring in an audit committee.

 If you have any questions or comments concerning these responses, please do not hesitate to call.

 Sincerely,

 Doug Beplate, CEO

 United Health Products

  6

United States securities and exchange commission logo
September 29, 2020
Douglas Beplate
Principal Executive Officer
United Health Products, Inc.
10624 S. Eastern Ave.
Suite A209
Henderson, NV 89052
Re:United Health Products, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed July 9, 2020
File No. 000-27781
Dear Mr. Beplate:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Statement of Operations, page F-4
1.We see that you recorded the 2017 loss on disputed inventory as a non-operating expense.
Please tell us your basis for concluding transactions related to your core business model of
selling inventory should be reported outside of operations.
Note 2. Restatement of Financial Statements , page F-7
2.You state that no revenue should have been recognized in 2017 as the transactions did not
meet all of the revenue recognition criteria under ASC 606. As you had not adopted ASC
606 as of December 31, 2017, please confirm that the transaction also did not meet the
revenue recognition criteria of ASC 605.

 FirstName LastNameDouglas Beplate
 Comapany NameUnited Health Products, Inc.
 September 29, 2020 Page 2
 FirstName LastName
Douglas Beplate
United Health Products, Inc.
September 29, 2020
Page 2
3.As part of the restatement, we see that you have made other adjustments for inventory
valuation, loss on settlement of debt, equity transactions and certain accruals. Please
separately describe the nature of each set of related adjustments recorded as part of the
restatement and tell us why it was appropriate to adjust your historical financial
statements. Refer to ASC 250-10-50-7, SAB Topics 1M and 1N.
4.In this regard, we note that certain adjustments were made “based on factors known at the
time of this filing versus what was known as of the original filing date.” For each
adjustment related to this statement, please tell us whether these factors provided
additional evidence about factors that existed as of the balance sheet date or if the
conditions did not exist as of the balance sheet date. Refer to ASC 855-10-25 and PCAOB
AU 560 as part of your response.
Note 3. Significant Accounting Policies
Inventory, page F-22
5.We note your disclosure that inventories are carried at the lower of cost or market. Please
tell us how this is consistent with ASC 330-10-35-1B, which indicates that inventories
should be valued at the lower of cost or net realizable value.
Note 7. Litigation, page F-27
6.We note the statement that due to uncertainties inherent in litigation, you cannot predict
the outcome of the above legal proceedings. Please tell us how your accounting policies
for the recognition and disclosure of loss contingencies complies with ASC 450-20-25-2.
Please also confirm that you disclose the nature of accruals for estimated losses from a
loss contingency when it is probable that a liability has been incurred and the amount of
loss can be reasonably estimated; and you disclose the nature of the contingency and an
estimate of the possible loss or range of loss or a statement that such an estimate cannot be
made if there is at least a reasonable possibility that a loss or additional loss may have
been incurred and an accrual is not made or an exposure to loss exists in excess of the
amount accrued. Refer to ASC 450-20-50-3 through ASC 450-20-50-6.
Item 9A. Controls and Procedures, page 24
7.We note the multiple material weaknesses that existed as of December 31, 2019 and that
your internal control over financial reporting has been ineffective for successive fiscal
years. Please describe the steps you are currently taking and the status of those plans to
enhance your internal control environment to remediate the identified material
weaknesses.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameDouglas Beplate
 Comapany NameUnited Health Products, Inc.
 September 29, 2020 Page 3
 FirstName LastName
Douglas Beplate
United Health Products, Inc.
September 29, 2020
Page 3
            You may contact David Burton at (202) 551-3626 or Kevin Kuhar, Accounting Branch
Chief, at (202) 551-3662 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

    corresp.htm

    United
EcoEnergy Corp.

    120 Wall
Street - 24th
Floor

    New York,
New York 10005-3905

    December
15, 2009

    Securities
and Exchange Commission

    450 Fifth
Street

    Washington,
D.C. 20549

              Attn.:

              Ms.
      Christina L. DiAngelo

              Senior
      Staff Accountant

              Re:

              United
      EcoEnergy Corp.

              (the
      “Registrant”)

              File No.
      814-00717

    Dear Ms.
DiAngelo:

    We are responding to your letter dated
November 30, 2009 addressed to me with respect to the Notification of Late
Filing on Form 12b-25 filed on November 16, 2009 with respect to the
quarterly report on Form 10Q for the fiscal period ended September 30,
2009.

    Subsequent to the filing, you contacted
our outside attorney, Raymond Felton, with essentially the same comments as set
forth in your November 30 letter.  As he explained to you, the
Registrant is a very thinly staffed company that has recently undergone a
significant change in management, including the appointment of a new Chief
Financial Officer.  Furthermore, the Registrant is in the process of
responding to a number of comments raised by the Commission relating to
inadequacies in its accounting and disclosures.  It was the opinion of
the Registrant’s management that it was better to avail itself of the additional
time allowed by Rule 12b-25 to become more familiar with the Registrant’s
accounting and to comply better with all applicable regulations as well as the
comments previously received from the Commission. For these reasons, we
respectfully submit that the 10-Q filing was filed on a timely basis and request
that the Commission reconsider its finding that it was not.

    This letter confirms that the issues
raised in your letter have been discussed with the Board of Directors of the
Registrant.  If you have any further questions, please feel free to
contact me or Mr. Felton at 732-476-2670. Thank you for your
consideration.

              Respectfully submitted,

                By:

              /s/ Kelly
      T. Hickel

              Kelly
      T. Hickel

              Chief
      Executive Officer

November 30, 2009

Kelly T. Hickel Chief Executive Officer United EcoEnergy Corp. 120 Wall Street, Suite 2401 New York, New York 10005  Re: United EcoEnergy Corp. (the “Registrant”)    File Number:  814-00717  Dear Mr. Hickel:  We have reviewed the Notification of Late Filing on Form 12b-25 (the “Form”) filed November 16, 2009 on behalf of the Registrant related to  the Form 10-Q for the fiscal period ended
September 30, 2009.  Based on our review, we have the following comments:

− We have evaluated your response to Part III of the Form and have found your reasons for
the extension of time, or lack thereof, to be insufficient.

Based upon the reason stated above, we do not consid er the Registrant’s Fo rm N-Q to have been
filed timely.  We expect you to discuss this matte r, including our letter, with the Registrant’s
Board of Directors.    Please respond to each of the points raised in this letter and file your response as EDGAR
correspondence.  Before you file in response to th is letter or file any ne w information with the
Commission, please notify me at (202) 551-6963 so that we may be tter coordinate our review of
your filing/information.  Please direct any questions  you have regarding this letter to me at the
number indicated above or at diangeloc@sec.gov.    Sincerely,   Christina L. DiAngelo
Senior Staff Accountant

cc: Frank Donaty
 Assistant Director  Division of Investment Management  U.S. Securities and Exchange Commission   Louis P. Becka  Assistant Director  Office of Compliance Inspections and Examinations  U.S. Securities and Exchange Commission   Richard F. Sennett  Chief Accountant  Division of Investment Management  U.S. Securities and Exchange Commission