SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

SECURITIES EXCHANGE ACT OF 1934

Release No. 99717 / March 12, 2024

Admin. Proc. File No. 3-19406

In the Matter of the Application of

EYECITY.COM, INC.

(n/k/a CAREX BLOCKCHAIN 

PLATFORM, INC.)

For Review of Action Taken by 

FINRA

OPINION OF THE COMMISSION

REGISTERED SECURITIES ASSOCIATION — REVIEW OF FINRA ACTION 

FINRA found that it was in the public interest to decline to process company-related 

actions because requesting company was delinquent in filing required periodic reports. 

Held, review proceeding is dismissed.

APPEARANCES: 

M. Richard Cutler, for Eyecity.com, Inc.

Alan Lawhead, Jennifer Brooks, and Jante Turner, for FINRA.
2

Eyecity.com, Inc., n/k/a CareX Blockchain Platform, Inc. (“Eyecity”), seeks review of 

FINRA actions denying its request to process documentation related to certain “companyrelated” actions. But because Eyecity now represents that it has abandoned the proposed actions 

that are the basis of its appeal, we find that there is no longer any relief that we could provide.

We therefore dismiss Eyecity’s application for review as moot. 

I. Background

FINRA considers requests to announce and publish certain company-related actions from 

issuers of securities traded on the over-the-counter markets, like Eyecity, under FINRA Rule 

6490.

1

 These actions include, as relevant here, reverse stock splits and name and trading symbol

changes.

2

 In considering such requests, FINRA conducts a two-step review. First, FINRA 

determines whether the request is deficient, based on one or more of five enumerated factors, 

including that the requesting company is “not current” in its reporting requirements to 

“regulatory authorities.”3 Second, if FINRA finds that a company’s request is deficient, it then 

“may determine” not to process the request if denial “is necessary for the protection of investors, 

the public interest and to maintain fair and orderly markets.”4

On December 28, 2018, Eyecity requested that FINRA process documentation related to 

a name and symbol change and “reverse stock exchange pursuant to a merger.” FINRA’s 

Department of Operations (the “Department”) declined to process the request by finding that 

Eyecity’s request was deficient based on the company’s failure to file 25 periodic reports (six

annual reports and 19 quarterly reports) between 2003 and 2008. This, according to FINRA, 

resulted in Eyecity being not “current in its reporting requirements.”5 Eyecity appealed the 

denial to a subcommittee of FINRA’s Uniform Practice Code Committee (“UPCC 

Subcommittee”), which affirmed the Department’s decision. The UPCC Subcommittee found 

that it was “not in the public interest” to process Eyecity’s request because the company’s 

“history of ignoring its reporting obligations evidences a high degree of disregard for the 

importance of public disclosure.” 

Eyecity appealed the UPCC Subcommittee’s decision to the Commission. In doing so, it

challenges FINRA’s action in declining to process and announce its company-related actions as 

“exceed[ing] the scope of [FINRA’s] authority.” But Eyecity also states that the company1 See, e.g., Positron Corp., Exchange Act Release No. 74216, 2015 WL 470454, at *1 

(Feb. 5, 2015). 

2 FINRA Rule 6490(a)(2).

3 FINRA Rule 6490(d)(3).

4 AutoChina Int’l Ltd., Exchange Act Release No. 77502, 2016 WL 1272875, at *3 (Apr. 

1, 2016) (quoting FINRA Rule 6490(d)(3)); accord Positron Corp., 2015 WL 470454, at *6; 

mPhase Techs., Inc., Exchange Act Release No. 74187, 2015 WL 412910, at *4 (Feb. 2, 2015).

5 Eyecity subsequently filed a Form 15 to terminate its registration under the Securities 

Exchange Act of 1934 and the related requirement that it file periodic reports. 
3

related actions at issue have “long ago been abandoned.”6 Because Eyecity no longer wants 

FINRA to process its request, FINRA argues that Eyecity’s appeal is therefore moot and should 

be dismissed. 

II. Analysis

We dismiss Eyecity’s application for review because Eyecity no longer seeks to have 

FINRA process the company-related actions that are the basis for the company’s appeal.7 As 

noted above, Eyecity represents that its company-related actions have “long ago been 

abandoned.” As a result, even if we were to find that FINRA erred in denying Eyecity’s request, 

there is no relief we could grant it.

8

In its opposition to FINRA’s motion, Eyecity does not dispute that it abandoned the 

company-related action. Rather, it argues that, if the company receives a favorable ruling on the 

substance of its appeal, the company “may” undertake “an alternative transaction” in the future 

(which it vaguely claims “could have at least some benefit to [its] shareholders”). But this is too 

speculative and attenuated for us to consider its application for review.

9 As we have held under 

6 Factual representations made in briefs are deemed binding on the representing party. See, 

e.g., Trotter v. 7R Holdings LLC, 873 F.3d 435, 443 (3d Cir. 2017) (“[A] reviewing court may 

properly consider the representations made in the appellate brief to be binding as a form of 

judicial estoppel.”) (quoting EF Operating Corp. v. Am. Bldgs., 993 F.2d 1046, 1050 (3d Cir. 

1993)); United States v. One Heckler-Koch Rifle, 629 F.2d 1250, 1253 (7th Cir. 1980) (similar); 

American Title Ins. Co. v. Lacelaw Corp., 861 F.2d 224, 226-27 (9th Cir. 1988) (similar).

Although Eyecity no longer requests FINRA to process its requested actions, we note that

Eyecity refers to itself by its proposed new name—Eyecity—in its filings.

7 Cf. Blair Edwards Olson, Exchange Act Release No. 93216, 2021 WL 4500130, at *4 

(Sept. 30, 2021) (dismissing application for review of FINRA’s imposition of a bar as moot 

because FINRA had vacated the bar during the pendency of the appeal); Michael A. Sparks, 

Exchange Act Release No. 81787, 2017 WL 4335071, at *1 (Sept. 29, 2017) (dismissing 

application for review of bar imposed under Rule 9552 as moot because FINRA vacated the bar 

during the pendency of the appeal). 

8 See, e.g., City News & Novelty, Inc. v. City of Waukesha, 531 U.S. 278, 283 (2001) 

(holding challenge to municipal adult-business licensing scheme moot where plaintiff “has 

ceased to operate as an adult business and no longer seeks to renew its license”); Zoom Cos., 

Inc., Exchange Act Release No. 87383, 2019 WL 5395561, at *1 n.10 (Oct. 22, 2019) (declining 

to resolve proceeding “on the merits because no party has a concrete interest in its outcome or 

any remedy we could provide”).

9 Cf. Munsell v. Dep’t of Agriculture, 509 F.3d 572, 582 (D.C. Cir. 2007) (“[A] live 

controversy is not maintained by speculation that [a] claimant might reenter a business that it has 

left.”); Hall v. Beals, 396 U.S. 45, 49 (1969) (stating that “speculative contingencies” are not 

enough to revive an otherwise moot controversy); St. Louis Fire Fighters Ass’n Int’l Ass’n of 

Fire Fighters Local 73 v. City of St. Louis, 96 F.3d 323, 329 (8th Cir. 1996) (declining to accept 

“attenuated possibility” of future injury as a basis for concluding case is not moot). We note that 

we exercised our discretion to consider an otherwise moot appeal in Interactive Brokers, LLC,
4 

similar circumstances, Eyecity’s “desire for helpful precedent, without anything more substantial 

at stake in the controversy, does not persuade us that this case is not moot.”10 

Nor, as Eyecity essentially requests, could we provide a relevant advisory opinion about 

possible future action without knowing what corporate action Eyecity may someday wish to take 

and the context surrounding it.11 As we recently explained, when FINRA refuses to process a 

company-related action under Rule 6490 based on a first-step determination that an issuer’s 

periodic reports were delinquent, FINRA must then under the second step “explain why denial of 

the specific request—as distinguished from compliance with the Exchange Act’s reporting 

requirements, in some general sense—is necessary for the protection of investors, the public 

interest, and to maintain fair and orderly markets.”12 One cannot make such a request-specific 

determination without knowing the request. And, as we have held, such a request-specific 

determination “belongs to FINRA in the first instance.”13 

Eyecity additionally argues that we should not dismiss this proceeding as moot because 

FINRA’s refusal to process the company-related actions is what led the company to abandon 

those actions. According to Eyecity, “given the exceptionally lengthy timeframe of FINRA’s 

actions (or inactions),” the investors “who intended to fund the Company have disappeared and 

invested elsewhere,” because “it is simply not possible for a corporate transaction in the real 

world (as opposed to FINRA’s world) to exist for more than a year without resolution.” But 

beyond these vague generalities about the need for companies to move quickly, Eyecity does not 

explain why it had to abandon its request to take the actions at issue, rather than pursue relief 

through its appeal. 

where the applicant identified specific action it planned to take if it prevailed and where 

“important policy questions [were] implicated.” Exchange Act Release No. 39765, 1998 WL 

117627, at *3 n.14 (Mar. 17, 1998). But Eyecity has not made such a showing here. 

10 Marshall Fin., Inc., Exchange Act Release No. 50343, 2004 WL 2026518, at *4 (Sept. 

10, 2004); cf. W.C.W. W. Canada Water Enters., Inc., Exchange Act Release No. 27254, 1989 

WL 992833, at *1 (Sept. 18, 1989) (rejecting request that the Commission issue “a declaratory 

judgment as to the proper interpretation of the NASD’s NASDAQ listing criteria” where 

applicant argued that “it may once again be confronted with the task of trying to convince the 

NASD of the correctness of its position” because there was “no longer any adverse NASD 

determination upon which WCW can base an appeal under Section 19(d)(2) of the Securities 

Exchange Act”). 

11 Cf. Blinder, Robinson & Co., Exchange Act Release No, 29496, 1991 WL 285002, at *2 

(July 29, 1991) (explaining that the Commission has “substantial discretion to determine whether 

the resolution of an issue . . . is precluded by mootness”); Ass’n of Bus. Advocating Tariff Equity 

v. Hanzlik, 779 F.2d 697, 700 (D.C. Cir. 1985) (finding that the “exercise of discretion” to 

“refrain from resolving issues in an administrative proceeding...was neither arbitrary nor 

capricious” where “no practical purpose would be served by continuing” with review). 

12 Metatron, Inc., Exchange Act Release No. 99558, 2024 WL 707436, at *5 (Feb. 20, 

2024). 

13 Id. (quoting Positron Corp., 2015 WL 470454, at *6). 
5 

Eyecity further disputes that this matter is moot because, it claims, investors have “been 

harmed and require redress.” But the company does not explain (or otherwise provide support 

for) which or to what extent shareholders were harmed, how they were harmed, or how this 

appeal could redress that supposed harm. And because Eyecity is no longer asking FINRA to 

take any action, as explained herein, “even a favorable decision” would entitle the company to 

“no relief.”14 We therefore decline to consider Eyecity’s appeal.

15 

Under the circumstances, we dismiss Eyecity’s appeal. 

An appropriate order will issue. 

By the Commission (Chair GENSLER and Commissioners PEIRCE, CRENSHAW,

UYEDA and LIZÁRRAGA).

 

 Vanessa A. Countryman 

Secretary

14 Marshall Fin., 2003 WL 22945730, at *1 (dismissing appeal as moot and quoting 

Blinder, Robinson, 1991 WL 285002, at *2) (internal quotation marks omitted); cf. Munsell, 509 

F.3d at 582 (“[A] controversy may become moot if a regulated business challenges a . . . policy 

or action and then terminates its operation during the pendency of the litigation. Normally, once 

a regulated business has voluntarily removed itself from the ambit of . . . oversight, it no longer 

has a legally cognizable interest in the outcome of litigation that seeks to challenge a . . . 

regulatory policy or action.”); Monahan v. Nebraska, 687 F.2d 1164, 1168 (8th Cir. 1982) 

(finding challenge to school placement decision moot where student moved out of district and 

her plans to move back to district at some point were speculative). 

15 See, e.g., Marshall Fin., 2003 WL 22945730, at *1 (declining to exercise the 

Commission’s discretion to consider a moot appeal where “‘even a favorable decision by the 

Commission would entitle [the applicant] to ‘no relief’”) (quoting Blinder, Robinson, 1991 WL 

285002, at *2).
UNITED STATES OF AMERICA

before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 99717 / March 12, 2024

Admin. Proc. File No. 3-19406

In the Matter of the Application of

EYECITY.COM, INC.

(n/k/a CAREX BLOCKCHAIN 

PLATFORM, INC.)

For Review of Action Taken by 

FINRA

ORDER DISMISSING APPLICATIONS FOR REVIEW OF ACTION TAKEN BY 

REGISTERED SECURITIES ASSOCIATION

On the basis of the Commission’s opinion issued this day, it is

ORDERED that the application for review filed by Eyecity.com, Inc. (n/k/a CareX 

Blockchain Platform, Inc.), is dismissed. 

By the Commission.

Vanessa A. Countryman

Secretary