Subject: File No. S7-07-12
From: Michael P Quatrini
Affiliation: Village Cultivators Business Incubator

October 15, 2012

Village Cultivators Business Incubator hosts a business incubation facility in Central Florida. We assist many early stage companies at their most formidable phase...their start-up stage. From mentoring programs and assistance with regulatory paperwork to temporary offices and shared boardrooms, we do everything to help our entrepreneurs succeed.

We applaud eliminating the Prohibition Against General Solicitation and General Advertising in Rule 506 and Rule 144a Offerings as we believe that this will assist early stage companies in attracting seed and angel capital to their fledgling companies from Accredited Investors.

We also assert that your proposal, as it stands, reflects the true spirit of the Jumpstart Our Business Startups (JOBS) Act...job creation. In particular, as companies begin to make Accredited Investors aware of their private placement offerings, they will begin to receive the seed and angel capital they so desperately need. You will soon see they will begin hiring new employees.

Could you please give guidance as to when this proposed Rule will be implemented?