Subject: File No. SR-NASDAQ-2013-032
From: Matthew C Wolsfeld
Affiliation: CFO - NTIC (NASDAQ)

April 10, 2013

I am surprised that there is not a market capitalization limit for the companies that are going to be required to implement the Internal Audit requirements. We have an accounting and finance staff of four people (2 clerks, a controller and me). It is overkill to now have an internal Audit Requirement, on top of the already burdensome SOX compliance that we already put in place. This will end up being an added cost to us that will not provide any value, and will not give our shareholders any additional comfort. We will now have to retain an outside audit firm to establish the required Internal Audit function.

I think a $100 million market cap limitation would be appropriate, please consider the impact on some of the smaller public companies when putting this new rule in place.


Matthew Wolsfeld