[ ] Confidential, for use of the
Commission only (as permitted by Rule 14c-5(d)(2))
THIS INFORMATION STATEMENT IS BEING PROVIDED
TO
YOU BY THE BOARD OF DIRECTORS OF STAKOOL,
INC.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE
REQUESTED NOT TO SEND US A PROXY
Stakool, Inc.
1111 Alderman Drive, Suite 210
Alpharetta, Georgia
(770) 521-9826
INFORMATION STATEMENT
(Preliminary)
August 19, 2013
NOTICE OF STOCKHOLDER ACTION BY WRITTEN
CONSENT
GENERAL INFORMATION
To the Holders of Common Stock of Stakool,
Inc.:
This Information Statement has been
filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange
Act of 1934, as amended (the “
Exchange Act
”), to the holders (the “
Stockholders
”) of
common stock, par value $0.00001 per share (the “
Common Stock
”), of Stakool, Inc., a Nevada corporation
(the “
Company
”), to notify the Stockholders that on August 5, 2013, the Company received a unanimous
written consent in lieu of a meeting of the holders of Series B Preferred Stock, par value $0.00001 per share (the
“
Series B Preferred
”), created by unanimous written consent of the Board of Directors of the Company
(the “
Board
”), as permitted by the Company’s Certificate of Incorporation, as may be amended
(the “
Certificate
”). Each share of Series B Preferred has the equivalent of 13,852,530,404 votes of
Common Stock (based upon the outstanding number of shares of Common Stock issued at the time hereof). Currently, there is one
holder of Series B Preferred (the “
Series B Stockholder
” or the “
Majority
Stockholder
”), holding one (1) share of Series B Preferred, resulting in the Series B Stockholder holding in the
aggregate approximately 80% of the total voting power of all issued and outstanding voting capital of the Company. The Series
B Stockholder authorized the following:
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·
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The 1-for-100 reverse stock split of the
Company’s issued and outstanding shares of Common Stock (the “
Reverse Stock Split
”);
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On July 18, 2013, the Board approved
the Reverse Stock Split and recommended to the Majority Stockholder that he approve the Reverse Stock Split. On August 5, 2013,
the Majority Stockholder approved the Reverse Stock Split by written consent in lieu of a meeting, in accordance with Nevada law.
Accordingly, your consent is not required and is not being solicited in connection with the approval of the Reverse Stock Split.
We will mail the Notice of Stockholder
Action by Written Consent to the Stockholders on or about August 20, 2013.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND A PROXY.
The Board believes that the Stockholders
of the Company will benefit from the Reverse Stock Split because it believes that such Reverse Stock Split could be a catalyst
for an increase in the stock price of the Common Stock, which in turn could increase the marketability and liquidity of the Company’s
Common Stock, as well as increase the profile of the Company for private investment, acquisitions and other future opportunities
that become available to the Company.
Accordingly, it is the Board’s
opinion that the Reverse Stock Split would better position the Company to attract potential business candidates and provide the
Stockholders a greater potential return.
INTRODUCTION
Nevada law provides that the written
consent of the holders of outstanding shares of voting capital stock having not less than the minimum number of votes which would
be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted
can approve an action in lieu of conducting a special stockholders’ meeting convened for the specific purpose of such action. Nevada
law, however, requires that in the event an action is approved by written consent, a company must provide prompt notice of the
taking of any corporate action without a meeting to the stockholders of record who have not consented in writing to such action
and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such
meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to a
company.
In accordance with the foregoing, we
will mail the Notice of Stockholder Action by Written Consent on or about
August 20, 2013.
This Information Statement contains
a brief summary of the material aspects of the Reverse Stock Split approved by the Board of Stakool, Inc., (the “
Company
,”
“
we
,” “
our
,” or “
us
”) and the holder of Series B Preferred Stock (the
“
Series B Preferred
”), which constitute a majority of the voting capital stock of the Company.
Series B Preferred
By unanimous written consent of the Board
(as permitted under Nevada law), the number, designation, rights, preferences and privileges of the Series B Preferred were established
by the Board (as is permitted under Nevada law and by the Certificate of Incorporation of the Company, as may be amended). The
designation, rights, preferences and privileges that the Board established for the Series B Preferred is set forth in a Certificate
of Designation that was filed with the Secretary of State of the State of Nevada on July 23, 2012, as corrected by a Certificate
of Correction that was filed with the Secretary of State of the State of Nevada on August 28, 2012. Among other things, the Certificate
of Designation provides that each one share of Series B Preferred has voting rights equal to four times the sum of all shares
of common stock issued and outstanding at time of voting,
plus
all shares of Series C Preferred Stock issued and outstanding
at time of voting,
divided by
the number of shares of Series B Preferred Stock issued and outstanding at the time of voting.
By unanimous written consent of the Board, the Board issued an aggregate of one (1) shares of Series B Preferred, to one individual
(the “
Series B Stockholder
”). As a result of the voting rights granted to the Series B Preferred, the Series
B Stockholder holds in the aggregate approximately 80% of the total voting power of all issued and outstanding voting capital
of the Company.
As of August 5, 2013, there were
issued and outstanding (i) 3,463,055,556 shares of our Common Stock, (ii) zero shares of our Series A Preferred Stock, (iii)
1 share of our Series B Preferred Stock, and (iv) 308,180 shares of our Series C Preferred Stock (entitled to 10 votes each).
Based on the foregoing, the total aggregate amount of votes entitled to vote regarding the approval of the Reverse Stock
Split approved by the Board is 17,318,359,580 (the sum of the votes represented by the issued and outstanding shares of
Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock). Pursuant to Nevada law, at
least a majority of the voting equity of the Company, or at least 8,657,792,981 votes, are required to approve the Reverse
Stock Split by written consent. The Series B Stockholder, which holds in the aggregate 1 share of Series B Preferred Stock,
or approximately 80% of the voting equity of the Company, has voted in favor of the Reverse Stock Split, thereby satisfying
the requirement under Nevada law that at least a majority of the voting equity vote in favor of a corporate action by
written consent.
The following table sets forth the name
of the Series B Stockholder, the number of shares of Series B Preferred held by the Series B Stockholder, the total number of votes
that the Series B Stockholder voted in favor of the Reverse Stock Split and the percentage of the issued and outstanding voting
equity of the Company that voted in favor thereof.
Name of Series B
Stockholder
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Number
of Shares of Series B
Preferred held
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Number of Votes held by such Series B Stockholder
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Number of Votes that Voted in favor of the Actions
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Percentage of the Voting Equity that Voted in favor of the Actions
|
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Joseph Canouse
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1
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13,852,530,404
|
|
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13,852,530,404
|
|
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80
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%
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ACTIONS TO BE TAKEN
The Reverse Stock Split will become
effective on the date that we file the Certificate of Amendment to the Certificate of Incorporation of the Company (the “
Amendment
”)
with the Secretary of State of the State of Nevada. We intend to file the Amendment with the Secretary of State of the State of
Nevada promptly after the twentieth (20
th
) day following the date on which this Information Statement is mailed to the
Stockholders.
Notwithstanding the foregoing, we must
first notify FINRA of the intended Reverse Stock Split by filing the Issuer Company Related Action Notification Form no later than
ten (10) days prior to the anticipated record date of such action. Our failure to provide such notice
may
constitute fraud under Section 10 of the Exchange Act.
We currently expect to file the Amendment
on September 9, 2013.
1-FOR-100
REVERSE STOCK SPLIT
GENERAL
Our Board approved by unanimous written
consent a 1-for-100 reverse stock split (the “
Reverse Stock Split
”). Pursuant to the Reverse Stock Split, each
100 shares of our Common Stock will be automatically converted, without any further action by the Stockholders, into one share
of Common Stock. No fractional shares of Common Stock will be issued as the result of the Reverse Stock Split. Instead, the Company
will issue to the Stockholders one additional share of Common Stock for each fractional share. The Company anticipates that the
effective date of the Reverse Stock Split will be September 9, 2013.
PLEASE NOTE THAT THE REVERSE STOCK SPLIT
WILL NOT CHANGE YOUR PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT FROM THE ISSUANCE OF SHARES PURSUANT TO
THE FRACTIONAL SHARES.
PURPOSE AND EFFECT OF THE REVERSE
STOCK SPLIT
Our Board believes that, among other
reasons, the number of outstanding shares of Common Stock have contributed to a lack of investor interest in the Company and has
made it difficult for the Company to attract new investors and potential business candidates. Our Board proposed the Reverse Stock
Split as one method to attract business opportunities for the Company. Our Board believes that the Reverse Stock Split could increase
the stock price of our Common Stock and that the higher stock price could help generate interest in the Company by investors and
provide business opportunities.
However, the effect of the Reverse Stock
Split, if any, upon the stock price for our Common Stock cannot be predicted, and the history of similar stock split combinations
for companies like us is varied. Further, we cannot assure you that the stock price of our Common Stock after the Reverse Stock
Split will rise in proportion to the reduction in the number of shares of Common Stock outstanding as a result of the Reverse Stock
Split because, among other things, the stock price of our Common Stock may be based on our performance and other factors as well.
The principal effect of the Reverse
Stock Split will be the reduction in the number of shares of Common Stock issued and outstanding from 2,903,888,889 shares as of
August 5, 2013 to approximately 29,038,888 shares (depending on the number of fractional shares that are issued). The Reverse Stock
Split will affect all of our Stockholders uniformly and will not affect any Stockholder’s percentage ownership interest in
the Company or proportionate voting power, except to the extent that the Reverse Stock Split results in any of our Stockholders
holding a fractional share of our Common Stock. The Common Stock issued pursuant to the Reverse Stock Split will remain fully paid
and non-assessable. The Reverse Stock Split shall not affect any rights, privileges or obligations with respect to the shares of
Common Stock existing prior to the Reverse Stock Split, nor does it increase or decrease the market capitalization of the Company.
The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” under Rule
13e-3 of the Exchange Act. We will continue to be subject to the periodic reporting requirements of the Exchange Act.
By reducing the number of issued and
outstanding shares of Common Stock, more shares of Common Stock are available for issuance as a result of the Reverse Stock Split.
The Board believes that the availability of more shares of Common Stock for issuance will allow the Company greater flexibility
in pursuing financing from investors and issuing shares of Common Stock in exchange for such financing, meeting business needs
as they arise, taking advantage of favorable opportunities, and responding to a changing corporate environment. Although the foregoing
effect is mitigated somewhat by the reduction in the number of authorized shares of Common Stock described below, the number of
shares of Common Stock remaining available for issuance is still greater than prior to the Reverse Stock Split because we are not
reducing the total number of authorized shares of Common Stock by the same ratio as the Reverse Stock Split.
The following chart depicts the capitalization
structure of the Company both pre-Reverse Stock Split and post-Reverse Stock Split (the post-split shares of Common Stock may differ
slightly based on the number of fractional shares):
Pre-Reverse Stock Split
Authorized Shares
of Common Stock
|
|
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Issued Shares
|
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Authorized but Unissued
|
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4,000,000,000
|
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3,463,055,556
|
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536,944,444
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Post-Reverse Stock Split
Authorized Shares
|
|
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Issued Shares
|
|
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Authorized but Unissued
|
|
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4,000,000,000
|
|
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34,630,556
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|
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3,965,396,444
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CERTAIN RISKS ASSOCIATED WITH REVERSE
STOCK SPLIT
You should recognize that you will own
a lesser number of shares of Common Stock than you presently own. While we hope that the Reverse Stock Split will result in an
increase in the potential stock price of our Common Stock, we cannot assure you that the Reverse Stock Split will increase the
potential stock price of our Common Stock by a multiple equal to the inverse of the Reverse Stock Split ratio or result in the
permanent increase in any potential stock price (which is dependent upon many factors, including our performance and prospects).
Should the stock price of our Common Stock decline, the percentage decline as an absolute number and as a percentage of our overall
market capitalization may be greater than would occur in the absence of a Reverse Stock Split. Furthermore, the possibility exists
that potential liquidity in the stock price of our Common Stock could be adversely affected by the reduced number of shares of
Common Stock that would be outstanding after the Reverse Stock Split. In addition, the Reverse Stock Split will increase the number
of Stockholders of the Company who own odd lots (less than 100 shares). Stockholders who hold odd lots typically will experience
an increase in the cost of selling their shares, as well as possible greater difficulty in effecting such sales. As a result, we
cannot assure you that the Reverse Stock Split will achieve the desired results that have been outlined above.
Following the Reverse Stock split,
there will be approximately 3,428,425,000 additional shares of Common Stock available for issuance by the Board, without
further shareholder approval, for stock dividends, acquisitions, raising additional capital, stock options or other corporate
purposes. The additional shares of Common Stock could be used for potential strategic transactions, including, among other
things, acquisitions, strategic partnerships, joint ventures, restructurings, business combinations and investments, although
there are no immediate plans to do so. Assurances cannot be provided that any such transactions will be consummated on
favorable terms or at all, that they will enhance stockholder value or that they will not adversely affect the
Company’s business or the trading price of the Common Stock. Any such issuance of additional shares of Common Stock
could have the effect of diluting the earnings per share and book value per share of outstanding shares of Common Stock, and
such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of
the Company. The Board is not aware of any attempt to take control of the Company and has not presented this proposal with
the intention that the increase in the number of available authorized shares of Common Stock be used as a type of anti take
over device. Any additional Common Stock, when issued, would have the same rights and preferences as the shares of Common
Stock presently outstanding. Other than convertible notes and other agreements previously disclosed by the Company in its
public filings, there is currently no plan, agreement or other understanding that could require the Company to issue shares
of Common Stock
ANTI-TAKEOVER EFFECTS OF THE REVERSE
STOCK SPLIT
THE OVERALL EFFECT OF THE REVERSE STOCK
SPLIT MAY BE TO RENDER MORE DIFFICULT THE CONSUMMATION OF MERGERS WITH THE COMPANY OR THE ASSUMPTION OF CONTROL BY A PRINCIPAL
STOCKHOLDER, AND THUS MAKE IT DIFFICULT TO REMOVE MANAGEMENT.
A possible effect of the Reverse Stock
Split is to discourage a merger, tender offer or proxy contest, or the assumption of control by a holder of a large block of the
Company’s voting securities and the removal of incumbent management. Our management could use the additional shares of Common
Stock available for issuance to resist or frustrate a third-party take-over effort favored by a majority of the independent Stockholders
that would provide an above market premium by issuing additional shares of Common Stock.
The Reverse Stock Split is not the result
of management’s knowledge of an effort to accumulate the Company’s securities or to obtain control of the Company by
means of a merger, tender offer, solicitation or otherwise. Nor is the Reverse Stock Split a plan by management to adopt a series
of amendments to the Company’s charter or by-laws to institute an anti-takeover provision. The Company does not have any
plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.
As discussed above, the reason for the Reverse Stock Split is to increase the amount of shares of Common Stock that the Company
is able to issue in order to attract potential investors and conduct equity financings.
PROCEDURE FOR EFFECTING REVERSE STOCK
SPLIT AND EXCHANGE OF STOCK CERTIFICATES
We anticipate that the Reverse
Stock Split will become effective on September 9, 2013, or as soon thereafter as is reasonably practicable (the
“
Effective Date
”). Beginning on the Effective Date, each stock certificate representing pre-Reverse Stock
Split shares of Common Stock will be deemed for all corporate purposes to evidence ownership of post-Reverse Stock Split
shares of Common Stock.
Our transfer agent, Pacific Stock Transfer,
will act as exchange agent (the “
Exchange Agent
”) for purposes of implementing the exchange of stock certificates.
Holders of pre- Reverse Stock Split shares of Common Stock are asked to surrender to the Exchange Agent stock certificates representing
pre-Reverse Stock Split shares of Common Stock in exchange for stock certificates representing post- Reverse Stock Split shares
of Common Stock in accordance with the procedures set forth in the letter of transmittal enclosed with this Information Statement.
No new stock certificates will be issued to a Stockholder until such Stockholder has surrendered the outstanding stock certificate(s)
held by such Stockholder, together with a properly completed and executed letter of transmittal.
Further, prior to filing the amendment
to the Certificate of Incorporation reflecting the Reverse Stock Split, we must first notify the Financial Industry Regulatory
Authority (“
FINRA
”) by filing the Issuer Company Related Action Notification Form no later than ten (10) days
prior to our anticipated record date of September 9, 2013 for the Reverse Stock Split. Our failure to provide such notice
may
constitute fraud under Section 10 of the Exchange Act.
STOCKHOLDERS SHOULD NOT DESTROY ANY
STOCK CERTIFICATES AND SHOULD NOT SUBMIT ANY CERTIFICATES WITHOUT THE LETTER OF TRANSMITTAL.
FRACTIONAL SHARES
No fractional shares of Common Stock
will be issued as the result of the Reverse Stock Split. Instead, the Company will issue to the Stockholders one additional share
of Common Stock for each fractional share.
NO APPRAISAL RIGHTS
Under Nevada law, our Stockholders are
not entitled to appraisal rights in connection with the Reverse Stock Split.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following tables set forth certain
information regarding the beneficial ownership of our Common Stock as of August 5, 2013, of (i) each person known to us to
beneficially own more than 10% of Common Stock, (ii) our directors, (iii) each named executive officer and (iv) all directors
and named executive officers as a group. As of August 5, 2013, there were a total of 2,903,888,889
shares of Common Stock
outstanding. Each share of Common Stock is entitled to one vote on matters on which holders of voting stock of the Company are
eligible to vote. The column entitled “Percentage of Outstanding Common Stock” shows the percentage of voting common
stock beneficially owned by each listed party. The column entitled “Percentage of Outstanding Series B Preferred Stock”
shows the percentage of total Series B Preferred beneficially owned by each listed party.
The number of shares beneficially owned
is determined under the rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership
for any other purpose. Under those rules, beneficial ownership includes any shares as to which a person or entity has sole or shared
voting power or investment power
plus
any shares which such person or entity has the right to acquire within sixty (60)
days of August 5, 2013 through the exercise or conversion of any stock option, convertible security, warrant or other right. Unless
otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares such power
with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.
Name and Address
of Beneficial Owner
|
|
Number
of
Shares of
Common Stock
Owned
Beneficially
(1)(2)
|
|
|
% of
Outstanding
Shares of
Common Stock
|
|
|
Number of
Shares of
Series B
Owned
|
|
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% of
Outstanding
Series B
Preferred
Stock
|
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|
|
|
|
|
|
|
|
|
|
|
|
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Joseph Canouse
|
|
|
0
|
|
|
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0
|
%
|
|
|
1
|
|
|
|
100
|
%
|
1111 Alderman Drive
Suite 210
Alpharetta, GA 3005
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Kevin Quirk
|
|
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0
|
|
|
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0
|
%
|
|
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0
|
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0
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%
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1111 Alderman Drive
Suite 210
Alpharetta, GA 3005
|
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All officers and directors
|
|
|
0
|
|
|
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0
|
%
|
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1
|
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100
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%
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as a group (2 persons)
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(1)
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Except as indicated in the footnotes to this table, based on information provided by such persons, the persons named in the table above have sole voting power and investment power with respect to all shares of common stock shown beneficially owned by them.
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(2)
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Percentage
of ownership is based on 3,463,055,556 shares of common stock outstanding as of August 5, 2013 plus each person’s
options that are exercisable within 60 days. Shares of common stock subject to stock options that are exercisable within 60
days as of August 5, 2013 are deemed outstanding for computing the percentage of that person and the group.
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ADDITIONAL INFORMATION
We are subject to the disclosure requirements
of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other
information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the Securities and Exchange Commission
(the “
SEC
”). Reports and other information filed by the Company can be inspected and copied at the public reference
facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be
obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information
statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering,
Analysis and Retrieval System.
The following documents, as filed with
the SEC by the Company, are incorporated herein by reference:
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(1)
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The Company’s Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2012, as filed with the SEC on April 16, 2013 and April 19, 2013, respectively;
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(2)
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The
Company’s current report on Form 8-K, as filed with the SEC on April 24, 2013;
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(3)
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The
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, as filed with the SEC on May 23, 2013; and
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(4)
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The Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, as filed with the SEC on August 14, 2013.
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You may request a copy of these filings,
at no cost, by writing Stakool, Inc. 1111 Alderman Drive, Suite 210, Alpharetta, Georgia 30005 or telephoning the Company at (770)
521-9826. Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes
to the extent that a statement contained in this Information Statement (or in any other document that is subsequently filed with
the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded
will not be deemed a part of this Information Statement except as so modified or superseded.
DELIVERY OF DOCUMENTS TO SECURITY
HOLDERS SHARING AN ADDRESS
If hard copies of the materials are
requested, we will send only one Information Statement and other corporate mailings to stockholders who share a single address
unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,”
is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a
separate copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement
was delivered. You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your
shared address and (iii) the address to which the Company should direct the additional copy of the Information Statement, to the
Company at 1111 Alderman Drive, Suite 210, Alpharetta, Georgia 30005, telephone: (770) 521-9826.
If multiple stockholders sharing an
address have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail
each stockholder a separate copy of future mailings, you may mail notification to, or call the Company at, its principal executive
offices. Additionally, if current stockholders with a shared address received multiple copies of this Information Statement or
other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the shared address,
notification of such request may also be made by mail or telephone to the Company’s principal executive offices.
This Information Statement is provided
to the holders of Common Stock of the Company only for information purposes in connection with the Actions, pursuant to and in
accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
By Order of the Board of Directors
/s/ Kevin P. Quirk
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Kevin P. Quirk
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Principal Executive Officer
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Dated: August 19, 2013