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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12h-3

November 7, 2008

Response of the Office of Chief Counsel
Division of Corporation Finance


United Online, Inc.
Incoming letter dated November 7, 2008

Based on the facts presented, it is the Division's view that the effectiveness of United Online, Inc.'s registration statement on Form S-4 and the post-effective amendment thereto during the fiscal year ending December 31, 2008 would not preclude the Guarantors from utilizing Rule 12h-3 under the Securities Exchange Act of 1934. In reaching this position, we particularly note the following:

  • no Notes, with related Guarantees, were sold pursuant to the registration statement on Form S-4;
  • United Online, together with the Guarantors, filed a post-effective amendment to the registration statement on Form S-4 to deregister the unsold securities; and
  • the Guarantors will file Forms 15 making appropriate claims pursuant to Exchange Act Rule 12h-3 on or before the due date of their Forms 10-Q for the quarter ended September 30, 2008.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.


Kim McManus
Special Counsel

Incoming Letter

The Incoming Letter is in Acrobat format.



Modified: 11/10/2008