![]() ![]() ![]() In 2013, one supplier, SUSS Technology Corp., accounted for approximately 52% of our purchases. This presents a risk of losing potential customers looking for our products and buying someone else’s because they cannot differentiate between them. In addition, the Company’s products could infringe on the intellectual property rights of others, although the Company is not aware of any such infringement. If such infringement were to occur, the Company might have to alter its product labeling or content, and accordingly, could lose sales in the process. Also, monetary reimbursement could be required to be paid to the Company whose products were infringed. The name of the Company’s principal products may be found in numerous variations of the name and descriptions in various media and product labels. Many subtleties exist in product descriptions, offering and names that can easily confuse members and customers. The Company does not have any registered trademarks and trade names, so it only has common law rights with respect to infractions or infringements on its products. If potential customers and members get confused as to which company and product are offered by us, then we could lose sales and members to competitors. Trademarks and trade names distinguish the various companies from each other. Specifically, the Company admits that securities were being offered through its website and that our presumption of sophistication was solely based on the fact that individuals were signing up to be members. The Company assumed if the persons acquiring the securities were sophisticated enough to understand and buy the Company’s products, the investors could be deemed by the Company to be sophisticated, although the Company made no independent investigation or verification thereof. In connection therewith, the Company admits that the offering could be deemed to have involved “a general solicitation of the public at large.” The Company admits that it solicited members through a public website and warrants were part of the membership package. Members. The Company admits that all of the referenced offerings of securities described herein, including the exchange of the warrants for common shares, may have been done in violation of federal securities laws. For example, there was no registration statement in effect for the Type A Warrants and Type B Warrants at the time they were issued to U.S. These controls and procedures were implemented in making this filing.įederal securities laws govern the manner in which offers and sales of securities may be legally made. The Company has adopted new disclosure controls and procedures designed to prevent any future occurrence of a similar situation, related to the verification of any information provided by any third party in this Registration Statement, including obtaining new opinions and consents through direct attorney-client relations with all law firms providing any opinion and consent included in this Registration Statement. No securities were sold pursuant to that Registration Statement. The Company thus withdrew the offering under that Registration Statement due to this situation. As disclosed in the withdrawal request which has been granted by the SEC staff, due to a lapse in the Company’s disclosure controls and procedures, the Company was the victim of a fraud perpetrated by a third party hired by the Company to obtain information in the form of an opinion and related consent which was included in the withdrawn Registration Statement. We had a registration statement on Form S-1 for the same shares that are the subject of this registration statement filed on Form S-1 declared effective Octobut withdrawn on November 12, 2013.
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