Subject: File No. 265-23
From: Mark Hart
Affiliation: CFO

March 24, 2006

I believe that the Committee's recommendations will be a drastic improvement over existing rules. However, it does not appear that the category of "debt only issuers", which have no market capitalization, has been addressed. In order to remove any confusion in the future, I propose that "debt only issuers" be considered as an exempt category, or at a minimum be considered as a microcap company regardless of their annual revenue.

Thank you for this opportunity to provide input on the Committee's recommendations.