Subject: File No. S7-07-12
From: Richard Schwachter, JD

September 15, 2012

Instead of emphasizing the concern over self qualifying as an accredited investor, it seems there should be more emphasis on the fact that since no nonaccredited investors are permitted many advertised offerings will not include a private placement memorandum disclosing those items normally necessary to non accredited investors . Infact they may avoid a private placement memorandum altogether. Shouldnt there be some minimum required disclosures aside from Form D?