Subject: File No. S7-11-07
From: Leonard W. Burningham, Esquire

December 10, 2007

You seem to be eliminating long held SEC positions on conversion of like securities, where the original instrument did not provide for conversion. Maybe it is just not clear. Is the key here that if there is "consideration" for the amendment to make the security "cashless," then the holding period commences at the date that the security is amended? If that is what is meant, then it needs to be stated more clearly. You seem to start with one premise that you have proposed previously on which no comments were received and then do away with it.

On the shell language about no trading of "restricted" or "unrestricted" securities of a "shell company" for the one year period after the Jumbo 8-K and related requirements, are you saying that with respect to companies that are now currently a "shell company" that either do or do not publicly trade, that the amendments as adopted will not allow the holders of those securities to trade them at all, even if they are not promoters, members of management or otherwise "affiliates"? I can see that if a "shell company" is formed after the amendments are adopted or if one was formed before and the securities are still not currently trading securities it will basically do away with the process of forming new shells and may resolve some micro-cap fraud issues that have been around a long time. I have represented persons who revive old companies that are no longer is business and do become "shell companies." I do not see how a 144 amendment has anything to do with the trading of securities that are otherwise in the public market and whose holders who are not "Wulff Letter" type persons. Are you saying that they cannot trade these securities if they bought them a long time ago and the stock certificates are now free? You will have modified the security acquired, if that is the case.