Subject: File No. S7-06-13
From: Robert Mason

August 19, 2013

Over the last 20 years, I have been a serial entrepreneur who has been fortunate to be part of the founding of two startups, both of whom went public. I have also advised and invested in a couple dozen early stage ventures. I understand the challenges of raising capital and applaud the government's efforts to enable startups to raise more capital, quicker and more efficiently to add fuel to their engines.

However, the SEC's proposed rules will defeat the goals in letting startups raise money publicly. Startups will be forbidden from raising money at all if they accidentally break the rules—effectively putting the startup out of business. Or startups will decide that these rules are so difficult to follow that they will raise money privately lowering their chances of raising money and moving their conversations to forums that can't be tracked by the SEC.

Either outcome defeats the purpose of letting startups raise money publicly. And it will have the unintended consequence of putting large numbers of otherwise promising startups (and most of the job growth in the U.S.) out of business.