FALL 2007
ISSUE NO. 6
I, Randall J. Perry, am principally a transaction attorney and I have structured my firm to concentrate there, and I understand my firm to be one of few small firms advising on practical securities matters of the western side of the Hudson River. We have welcomed C. Matthew Colongeli, Esq. as an associate to advantageously establish our firm. Our website has undergone and is in the process of undergoing vast improvements which we anticipate will greatly assist in providing a more detailed description of the basis of our law practice and invigorate potential clientele to contact us for quality assistance, and we welcome review of and comment of the restructuring, currently under construction and expected to be completed by the beginning of 2008 (and hopefully sooner). We are focusing this issue of our periodic newsletter on opportunities in and regulatory oversight of the public marketplace. The public securities marketplace has been recently saddled with much varied regulation in the wake of the numerous entity scandals which have plagued the stock market but such market still exists as a viable vehicle for raising capital. It is much more narrowed and difficult for smaller companies to raise capital through use of equity, and internal controls have been tightened, all with closer government scrutiny, primarily through the Securities and Exchange Commission and the several national market exchanges. The result appears to be progressing toward more honest, ethical operating, and that is a good thing, but flexibility in capital raising utilizing the vehicle of the stock market has been made more limited, yet opportunities still exist, and, with proper qualifications, abound. The public entity is placed with the burden of assuring compliance with such honesty policy through establishment of internal controls. An example of the work our firm has accomplished for our entity clients' securities practices in the area of establishment and proper reporting of the existence of internal controls and the benefits on being and still remaining public, is illustrated in the excerpted memos produced this past year for client contemplation and review (subject to update as applicable, the matters discussed therein presently being in a state of flux and subject to change, and client reference therein has been removed for purposes of this presentation) which follow as exhibits to this issue, focusing on the practical aspects of the requirements for the existence and periodic review of such internal controls, and the benefits of being public.
We at my firm believe in privacy but also recognize the necessity for due diligence to protect our collective well being and we strive to locate a happy median between the two and privacy information deemed confidential is entered and protected through business and individual planning as well as cloaked within the sanctity of the ethics of the legal profession all within the bounds of applicable law.
GOD BLESS AMERICA and thanks to our many and varied family of clients for their patronage and assistance.
As always we stand ready to serve our clients to the best of our ability in the context of the matters described within our website as well as the many and varied other aspects of business relationships and operations in which we participate and we invite all existing and potential customers to seek our counsel. We do not attempt herein to give any legal advice to any particular person and that which is written herein is our own understandings and beliefs and accurate to the best of our knowledge but not complete as to any subject herein referenced. We thank all of our many clientele for their patronage and wish them all blessings of this holiday season and we invite and welcome continuous and future participation in our family of clients. We ask respect for the profession in which we participate as its very nature is counseling and provision of advice and to desire such advice mandates respect for that which you seek. We have over the past year welcomed many new clients and wish to continue to extend our invitation to experience the value, good character, ease of administration, and overall grand quality of our services to they, our continuing clientele, and to prospective clients. Initial consultation is always free if we are retained. We acknowledge the hardworking honest and ethical business interests and operations of our present clientele and regardless of large of small, we appreciate the patronage of all. We send congratulations on a job very well done to all of our business clientele, and welcome to the realm of property ownership as to what we feel is a material progressive and valuable step toward growing and strengthening the foundation for success and to live the American Dream, those new home owners and investment property purchasers and established business owners who we have been privileged to represent and have had the pleasure of assisting in obtaining their piece of America. Thank you:
Synergy Brands Inc., and its active subsidiaries
George Lendrihas and Money Vendors Inc.
Ibrahim Fayed and Jouni Makdis
Robert Howe and Carolyn Howe
Amro Aly/Cash Your Car
Robert Gallaro/E Corp.
Dr. Feraydoon Kohan
Dr. Oscar Pizarro
Chris Klimentos
Giovanna Lisa and Lisco Electric
Soledad Richardson
Pat and Brendan Guillano
Evelio Prieto and 255 Innman Rental LLC
Lilianna Gierdys
Armando Lopez
David and Heather Fioccola
Louis and Melissa Fioccola
Yasar Daglar /Harmony USA Real Estate Holdings LLC
Angel Martinez
Kellie and Scott Nagle
Leonor and Shane Diehl
Mark and Michelle Valente
Emad Abdelazeem
Ogla Rivera
Alex Glouck
Steven Trush and Milton Hinojosa
Chares and Juanita Ray
Steven Puzzo
Bobby Ristovski
Joanne DeCandia and David Yu
Justin Barksdale
Shazad Bhatti
Rachael DeBari
Leonard and Melissa De La Cruz
Special recognition is given to the following persons who have provided much appreciated quality assistance and encouragement to us over this past year and beyond:
C. Matt Colongeli, Esq.
John Becz, Esq.
John Milling, Esq.
Dean Despotovich, Esq.
James Fox, Esq.
Mair Faibish, CEO Synergy Brands Inc.
Mitchell Gerstein, CFO Synergy Brands Inc.
Lawrence Fleishman
Kevin Fuko and Altair Group
Fellow Board Members on the Board of Directors of Synergy Brands Inc.
(Lloyd Miller, Mair Faibish, Frank Bellis Jr., Joel Sebastian and Bill Rancic)
James Flynn
Robert Gallaro
Amro Aly
Chicago Title Insurance Company
Suburban Title & Abstract Inc.
These are only a few of the many interesting and diverse persons over the last year whose acquaintance we have had the pleasure of making and/or continuing and whose legal needs we have been privileged to satisfy and we thank as well our respected business advisor Robert Gallaro of e-Capitalist , insurance consultant James Flynn, and the many other of our brethren in the bar with whom we have had the privilege of working with, including special thanks to John Becz, Esq., James A. Fox, Esq., and Dean Despotovitch, Esq., and real estate consultants Bea Goldberg, and Paulina Pagano and our friends at Chicago Title Insurance Company and Suburban Title. We also thank our staff, without whom we could never give the high quality of our services as we do, Kellie Nagle, Leonor Diehl, Matt Colongeli, and Daisha Aviles and special thanks to my mother MaryLou Colbassani Szajkowski, God bless her soul, she is an angel now; and to my father Dr. Ronald J. Perry, whose inspiration just continues to grow, to my second mother Margaret Perry, whose devotion to my father and our family as a whole is magnanimous and who has been of great comfort to me, and admiration to my sister Peggy Perry who is also forging a great path through the legal profession and congratulations on her marriage earlier this year to fellow practitioner Joseph Giglio, and to the balance of my family, whose support I cherish; and lastly love to and special recognition to my children who are my gifts from God, Erica (17), Emily (9) and Randall J. ("Joe") Perry Jr. (6) who are the main reason I persevere. We must believe that good will triumph and Peace can be found and established. I believe that and I pray my children and others I have the privilege of befriending will learn that through me.
Happy Holidays, Happy New Year and Peace to all!
EXHIBIT A
Memo on Internal Controls
EXHIBIT B
AN ANALYSIS OF ECONOMIC AND LEGAL RAMIFICATIONS OF GOING DARK©
EXHIBIT 1
Securities Exchange Act of 1934
Rule 12g5-1 - Definition of Securities "Held of Record"
EXHIBIT 2
Securities Exchange Act of 1934
Rule 12d2-2(c) - Removal from Listing and Registration