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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12h-3

July 17, 2012

Response of the Office of Chief Counsel
Division of Corporation Finance


Touchmark Bancshares, Inc.
Incoming letter dated July 17, 2012

Based on the facts presented, the Division will not object if Touchmark Bancshares stops filing periodic and current reports under the Exchange Act after: (1) Touchmark Bancshares has filed a Form 15 to terminate the registration of its common stock under Section 12(g) of the Exchange Act and to suspend its reporting obligation under Section 15(d) of the Exchange Act; and (2) 90 days lapse after the filing of the Form 15. In reaching this position, we note that Touchmark Bancshares has filed a post-effective amendment removing from registration unsold securities under its effective registration statement on Form S-8, and that post-effective amendment is effective. We assume that, consistent with the representations made in your letter, the Form 15 will indicate that the company is terminating its Section 12(g) registration pursuant to Exchange Act Section 12(g)(4), consistent with staff guidance on the requirements of Title VI of the Jumpstart Our Business Startups Act, and suspending its Section 15(d) reporting obligation pursuant to Exchange Act Rule 12h-3(b)(1)(i), as permitted pursuant to the no-action relief provided in this response.

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.


Matt S. McNair
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.



Modified: 07/18/2012