Subject: File No. 4-605
From: Adam J. Hathcock CPA

September 7, 2010

Dear SEC:

There follows my comments in regards to the petition for rulemaking change #4-605. Significantly over 50% of US GDP is made up of small business. Crowdsourcing is a means of financing startup businesses were the individual exposure to any one investor is limited under the petition to $100, with a max raise of $100,000 under the current proposal. This type of financing for a start-up or emerging growth company is critical for the creation of jobs and continued economic growth and business productivity. This is even more so in the current economic environment where access to credit cards or small business loans are limited or unattainable. Further, for this petition to be successful, the new rule cannot place costly or time-consuming burdens on the entrepreneur or the current exemptions become too difficult and expense for a start-up to be able to self-finance. Hence the need for review of this area of SEC rules to accommodate the concept of Crowdsourcing as a viable way of attaining startup capital.

Your review and consideration of the current limits withing the SEC exemption sections and exploration of new rules is greatly appreciated. I have numerous clients that would positively benefit from such a modification.

Adam Hathcock