Subject: File No. S7-06-13
From: Nicole T Davis
Affiliation: CEO and serial entrepreneur

October 3, 2013

Upon reviewing these proposed rules relative to raising private capital for startups, I am greatly concerned about the ability of our nation to continue to innovate and convert innovations into dynamic, job creating companies. Entrepreneurship is the backbone of American economic strength and these rules are nearly impossible for a real entrepreneur with a great idea to comply with.

Having raised money for my own companies and mentored many companies navigating the process of moving from idea to established business, it is already difficult enough to accomplish. These rules will take a difficult task into the realm of impossibility.

Angel investing has taken on a key role in American entrepreneurship with the decline in the number of venture capital firms, and if it is "quashed" with these difficult rules, entrepreneurship will also decline precipitously.

I strongly urge the SEC to step back and identify ways to promote investment in America's entrepreneurs, rather than rules that will discourage it.