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invenstor

10/05/07 1:16 AM

#73912 RE: benzdealeror2 #73911

I think we are all wrong. The magic word is not. For the exemption it can NOT be #1, #2, or #3. In other words, neither #1, #2, nor #3 can be true.

§ 230.504 Exemption for limited offerings and sales of
(a) Exemption. Offers and sales of securities that satisfy the conditions in paragraph (b) of this §230.504 by an issuer that is not:

(1) Subject to the reporting requirements of section 13 or 15(d) of the Exchange Act,;

(2) An investment company; or

(3) A development stage company that either has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person, shall be exempt from the provision of section 5 of the Act under section 3(b) of the Act.