From: Jim Newcomer
Sent: January 10, 2016
To: rule-comments@sec.gov
Subject: File No. S7-22-15

Dear Commissioners,

I am a consultant to small and start-up businesses in Portland, Oregon, and a coach to Hatch Innovations, an incubator for enterprises focused social values. I work with entrepreneurs who are seeking funding, whether from local angels or through crowd-funding portals. I work closely with Amy Pearl, founder of the Hatch and advocate for the local investing rules that enabled investing under Rule 147 here in Oregon.

My central concern is creating a flourishing economy of local businesses to serve our local community.

I support the rule revisions that were suggested by the committee you formed with one exception: i think the company should be incorporated in the state where it issues its stock. But I profoundly support changing the prohibition on making information about offerings freely available on the Internet. That one is vital to making the system work.
Incidentally I agree that revising the criteria for an intrastate company is needed, but I don't know enough to recommend one set of criteria over another. But I assume these problems will fade in importance when the rules for the JOBS Act, Title III, are promulgated later this year, enabling small investors to participate in inter-state offerings in a different form.

So my main point is this: I strongly support revision #1 that would enable companies to use the internet and social media to publicize their offerings anywhere, even though they could only sell stock within their own state where they are doing business. And I oppose #3; I think participating companies should incorporate in the state in which they are doing business and issuing stock.

Sincerely (and hopefully)

Jim Newcomer, Ph.D.
4mation Advisers
Portland, Oregon