Attorney David Feldman has recently posted several articles on his Blog www.reversemergerblog.com containing updated interpretation of the changes to SEC rule 415. I suggest you read his latest posting and other related articles on this subject at his site.

In my recent post December 13, 2006, I wrote that “Rule 415 has confused and alarmed the PIPE market by raising the suggestion that large private placements relative to a company’s float constitute primary offerings. Recent actions have imposed new limitations on PIPE financing by micro cap companies that threaten to cut off their access to capital.”

It now seems that the interpretation of Rule 415 is becoming clearer. It appears the SEC staff is softening its position on its original revised version of the rule. Once again, there is a great explanation of the revised version of Rule 415 on the www.reversemergerblog.com site.

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