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U.S. Securities and Exchange Commission

Securities Act of 1933
Rule 144

September 6, 2013

Response of the Office of International Corporate Finance
Division of Corporation Finance


Application of Rule 144(i) under the Securities Act of 1933 ("Securities Act")
To Certain Canadian Issuers
Incoming letter dated September 4, 2013

Based on the facts presented, it is the Division’s view that Securities Act Rule 144 is available for the sale of securities of certain Canadian issuers that meet the requirements set forth in your letter, notwithstanding the fact that those issuers previously have been shell companies, within the meaning of Securities Act Rule 144(i) and as discussed in your letter, and are not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.

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.


Elliot Staffin
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 09/06/2013