Subject: File No. S7-11-13
From: George W Beard
Affiliation: Mng. Member, Beacon Investment Partners, LLC

March 27, 2014

Qualified Small Business Stock (QSBS) tax breaks under 1202 and 1045 of the U.S. tax code designate a "qualified small business" is a domestic C corporation, the gross assets of which at all times on or after August 10, 1993 through the issuance of the stock in question do not exceed $50 million (without regard to liabilities).

U.S. citizens should be reminded of this when an issue under Regulation A, especially a $50 million Tier 2 Reg. issue, could adversely impact the risk/reward picture. QSBS considerations could be worthy of a footnote.