Subject: File No. 4-639
From: Mark L. Baum, Esquire

October 12, 2011

Here are a handful of practical ideas that, if implemented, would provide simpler and more meaningful disclosure, greater liquidity and greater access to the public company marketplace for small companies:

1. Liquidation Analysis. All companies with either (i) sub $250M market caps or (ii) who are given a Going Concern warning by their auditors should have to present a Liquidation Analysis explaining given the capital structure of the company, who would get what if the company were to fail. What does it matter if there is a going concern issued if a shareholder has an impossible time figuring out what the balance sheet of the company looks like and what the consequences are of all of the instruments the company has issued. The idea would be to succinctly show what the capital structure of the company looks like (hopefully graphically).
2. Eliminate Restrictions on Consultant Capital Raising Success Fees. Establish reasonable fee structures, but allow people to be reasonably incented to assist companies in raising capital.
3. Eliminate Rule 144. Current filers with a minimum amount of paid in capital ($250,000) should be able to sell stock, subject to a fixed 10 day minimum holding period, during which the issuer must file a Form 8-K and update its capital structure. This would eliminate the need to file registration statements, allow the issuer to manage its capital structure and give the market more access to the current capital structure of a company.
4. Mandatory 36 Month Full Adequate Disclosure Review. Instead of the long, expensive and protracted registration process for the sale of securities, each small companys disclosures should be comprehensively reviewed at some point every 2-3 years.
5. Eliminate the XBRL Requirement. Smaller companies should not be subject to this. Does anyone actually use this especially for small companies? This costs thousands of dollars a year for small companies.
6. Provide for an SB Certification for Attorneys and Consultants. Allow lawyers and consultants to acquire a certificate relative to SB compliance, capital raising issues, transfer agency rules and broker dealer issues for clearing and trading small capitalization stocks.
7. Simplify Insider/Affiliate Status Rules. State clearly what the black and white rules (in percentage ownership) are to make this determination and what the reporting requirements are.