Stem Genetics Escrow A/C
A/C No. 646656355,
Bank code 122100024
via Bank One at 1750 South Power Road, Mesa, Arizona.
I have e-mailed Bank One ten times and spoken to them twice by
phone but am always fobbed off with 'we are still carrying out
our own internal investigations'. My contact dealing with the enquiry
is Mrs. Louann Hembree 001-480-890-5170 or e-mail her at email@example.com).
A response received from Dr. Robertson of Stem
G, in reply to an email sent by me to him on the 22/07/03 following
a telephone conversation the previous day.
Dear Mr. Robertson.
Thank you for taking the time to discuss the detail of Stem Genetics
IPO yesterday (21/07/03). As an investor in the Company I
would like to confirm the details we discussed yesterday and also
seek your answer to a further number of questions.
1. We discussed the fact that you were brought into the Company
to sort out the 'float' problems. Please could you confirm who
hired you and when?
2. We discussed the fact that the original Stem Genetics IPO filing
had been withdrawn by yourself and you stated that the the original
business plan was illegal. This plan was presumably drawn up by
the original directors who you confirmed had all now resigned.
Who requested these resignations and when? Please provide full
details of the people concerned? You also stated that you felt
the original Company set-up and plan was a 'scam'. Please confirm
your reasons for stating this?
3. We discussed the role of your stock agent, The Sukumo Group,
from Japan and you stated that you were unhappy how they had handled
the flotation to date and you were actively seeking changes to
the agreement between yourselves and them. What are these changes
and how will they affect existing shareholders?
4. We discussed the Escrow account into which shareholders funds
had been placed and you confirmed that this account has been closed
and that the funds are now in a Stem Genetics money market account.
You also confirmed they are being used solely for the purposes
of funding the re-submitting your IPO filings to the SEC and for
a small salary to the Companies secretary. Please confirm which
bank and a/c no.s where the money is now held? The bank who held
the escrow account have confirmed to me that the a/c is closed.
5. We discussed the question of the FDA grant which was stated
to be in place by the Sukumo Group when the shares were offered
and was the deciding factor in my choosing to invest with your
Company. You stated that the FDA grant does not exist. Please confirm
that this is the case?
6. Mr. James Barrington of the Sukumo Group confirmed to me last
week that the flotation was planned for a provisional date of 18/08/03
next. We discussed this yesterday and you stated that subject to
SEC regulations and acceptance of the revised business plan that
flotation could take several months more yet. Please confirm.
7. Mr. James Barrington of the Sukumo Group also stated last week
that the offer price was likely to be 10-12 US dollars, but you
confirmed yesterday that as per the original filings this will
be 7 US dollars. Please can you confirm which is correct and why
there should be any discrepancies?
8. The original filing with the SEC was withdrawn in April this
year. Why was I not notified promptly by the Company of its intentions
as required by the rules of the SEC?
I trust that you will be able to answer my queries promptly and
look forward to receipt of your communication shortly. Thank you
for your assistance to date.
1. I was hired by the sole officer of the company at that time, Elena
2. I am not sure of the details prior to my being hired. It appears
to me that Alan Wolfson set up the company. The officers involved
really didn't do anything to conduct business or research, I don't
see that anyone did anything in the company until after Mr. Wolfson
was convicted of securities fraud, after which the officers of
the company resigned, likely to avoid any accusations of fraud
on their part. (this is speculation on my part).
3. We are still unhappy with the Sukumo group and are in the process
of severing all ties with them.
4. Elena is the treasurer and has control of the bank accounts.
I do not have check signing privileges or account information.
5. There are no grants pending or in place.
6. We are putting the finishing touches on the 10-SB and it should
file within the next few days. It will then take several months
for this to be approved by the SEC.
7.I cannot speculate on future prices.
8. I am not a lawyer, it is my understanding that as a privately
held company we were not obligated by SEC rules for public companies.
We have never had SEC approval to be a public company or to trade
stock in America. One of the lawyers may have a better explanation,
we intend to comply with all SEC regulations.
Thank you for your interest in Stem.
I'm not in the business
of defrauding investors. I wouldn't have to move to Utah if I
wasn't really running a company. We are in the process of cancelling
any ties to the Sukumo group. We are about to file the 10-SB
to the US SEC to become a publically traded company.
I left the debate because
it was a waste of my time to argue with skeptics. It is better
to get the business going and make everyone some money.
Are you going to check out the so called Doctor Robinson, who
supposedly purchased a new house in Utah, his address allegedly
being, and I hope that this makes sense to you, Saddlebrook Subdivision
at 13000 South and 2700 West in Riverton.
He should be at home because he definitely does not have a job with Stem
on the University of Utah Science Park because it simply does not exist
at that location.
Stem Genetics, Inc.
3809 South West Temple
Salt Lake City, Utah 84115
April 11, 2003
Securities and Exchange Commission
Division of Corporation Finance
Attn: John Reynolds
Washington, D.C. 20549
RE: Stem Genetics, Inc.
Registration Statement on Form SB-2
File Number: 333-96709
Filed: July 18, 2002
Dear Mr. Reynolds:
On behalf of Stem Genetics, Inc. and as a director and the secretary
corporation that signed the SB-2 registration statement submitted to
commission on July 18, 2002, with file number 333-96709, on behalf of
corporation we are requesting the corporations EDGAR filing of a registration
statement on SB-2 be withdrawn, effective as of the filing of this letter.
withdrawal is sought as a result of the need for the corporation to reformulate
its business plan.
No securities were sold in connection with this filing and the proposed
registration. The corporation may undertake a subsequent private offering
reliance on Rule 155(c) of the Securities Act of 1933.
/s/ Laura Henderson
Vice-President, Secretary & Director
Operators Arrested - see Newman and Wolfson section