Subject: File No. 265-27
From: Gene Massey
Affiliation: CEO/entrepreneur of small startup company

January 7, 2012

Small startup companies desperately need capital, and the best source of this capital is from a company's customers, fans, or affinity group in small increments, raised on the Internet. An S-1 costs about $100,000, making a public offering prohibitive, but evening more importantly, one must deal with 50 state regulators in a "merit review" making an Internet offering even more impossible.

Without exemption from the states, NO OFFERING WILL WORK ON THE INTERNET. State regulators are calling their Senators as we speak about this this right now, to prevent such an exemption. The SEC should have the right to REGULATE INTERSTATE COMMERCE - that is, an offering on the Internet, and not be subject to state regulators.

Otherwise, no Crowdfunding bill will ever do us any good.

PLEASE CREATE AN EXEMPTION FROM STATE BLUE SKY LAWS - otherwise no new laws will work.