Jurisdiction of offering With respect to utilizing the Internet or other electronic delivery means, your attention is directed to Commission Release No. Such other material, such as might be used on a web page, would probably constitute additional sales material subject to Rule 256, and should be consistent with the disclosure in the offering circular. Please advise if the Company intends to contact additional potential investors by direct e-mail solicitation. Supplementally, please advise whether or not the e-mail invitation will comply with Rule Rule 134 under the Securities Act. If not, please explain the basis for this procedure under Release No. 33-7233 .
Reference is made to the discussion in Release No.
With respect to the electronic marketplace service, the Company should be aware that any direct or indirect securities activities that the Company may engage in may subject it to appropriate registration and other federal and state securities law considerations. Please advise us, supplementally, of the Company's intentions in this regard. A risk factor should be added to detail the efforts the Company will undertake to insure that any state laws are not violated through the further sale of its securities. The states where investors may not be able to resell their securities should be disclosed in the risk factor so that investors are informed of such restrictions at the time of their investments decision. Please reconcile to the filing.