Subject: File No. SR-NASDAQ-2011-056
From: Paul Gillis, CPA
Affiliation: Visiting Professor of Accounting, Peking University

May 3, 2011

I strongly support the proposed rules for the "seasoning" of reverse mergers prior to their listing on NASDAQ.

The rules will help to protect investors from fraudulent offerings. They will also help companies demonstrate that they are capable of complying with the requirements of being a public company.

These proposed rules, however, do not go far enough to protect investors in reverse merger companies. The rules should be modified to require reverse mergers to go through a registration process similar to that of companies that list through an initial public offering. The SEC should modify registration requirements accordingly.