Subject: File No. JOBS Act Title III
From: Christopher Nunes, Esq
Affiliation: CEO, Holofy

May 15, 2013

Crowdfunding is an important, reasonable, and logical step in the evolution of the role of small business in the American and global economy. I am the founder and CEO of a technology startup. I am also a former attorney who represented small businesses from the formation stage through distribution of their products - namely films. I have seen third-hand and now experience first-hand the difficulties involved in raising capital for small business ventures. From the standpoint of an attorney, I have often counseled clients on the hazards involved in not following the laws that were initially outlined in the 33/34 Acts around raising money - laws with guiding principles established 80 years ago when telephones were a novelty and global real-time communications were just a thought, a whisper of imagination. From a risk/reward evaluation, it is impossible to ever suggest to a client that they skirt the current fundraising requirements and limitations.

I have also - and continue to - personally experienced the difficulties in raising money to fund the amazing vision of our company. We are limited to the investable fortunes of those individuals we personally know, or to the financing terms of established venture capitalists. While startup VC's have certainly become more entrepreneur friendly, we are limited by their "funding stage" thesis, their industry interests, their ability to understand our product vision, their own fundraising activities, their fund life, and their exit requirements. When all of these cross-indexed probabilities are measured, the chances of lining up a successful VC investment are stacked against the entrepreneurs.

The 33/34 laws and regulations severely limit the possibilities of entrepreneurs and place an unnecessary restriction on the availability of risk capital to fund business ventures of all types. Entrepreneurs with seed-stage companies do not have access to loans from the banking system. Instead they must rely in their own personal network for favorable term financing, or seek to sell a portion of their company at investor-favorable terms in the venture markets. The policies enacted during an era of information starvation and designed to protect the public from the avarices of Wall Street now operate in an era of information plenty and starve young businesses of financial resources, and protect the established capital markets of Wall Street.

Now we live in an era of global monetary exchanges, global information networks, and online resources designed to facilitate identity verification. The majority of our society - the global first-world society where the laws at issue play - posses powerful information tools that we use with great fluency. This society also is very familiar with capital markets, public financial markets, and corporate governance expectations. We know what "shares" are, how they work inside a company, and what we are and generally are not entitled thereto. Because financial products are marketed so heavily to the population, the average citizen knows all too well what debt is, and how this too enacts a certain level of expected control on the borrower.

It is not unreasonable, nor is it imprudent, to now modify those aging capital regulations in such a way that opens financial markets to emerging companies while still fulfilling the duties of protecting the unwise or ignorant potential investor. We CAN accomplish both goals at once. Please act more expediently to modify the regulations such the JOBS Act can now be fully implemented into working practice. The delays you are allowing are causing exponential delays in the successful formation and operation of new ventures necessary to both fully recover the economy and more our global economies into the next generation. Let us not delay any further in protection of the financial market operants who have put us in this position, and let us work with each other on willing opportunities to fund each other's business activities.