Securities Exchange Act of 1933
Section 2(a)(1)

January 25, 2012

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division will not recommend enforcement action to the Commission if, in reliance on your opinion as counsel that the Memberships are not securities as defined in Section 2(a)(1) of the Securities Act of 1933, the Equity Club offers and sells the Memberships without registration under the Securities Act.

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.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2012/coralbeachtennisclub012512-2a1.htm