Rule 12h-3

Suspension of Duty to File Reports under Section 15(d)

a. Subject to paragraphs (c) and (d) of this section, the duty under Section 15(d) to file reports required by Section 13(a) of the Act with respect to a class of securities specified in paragraph (b) of this section shall be suspended for such class of securities immediately upon filing with the Commission a certification on Form 15 if the issuer of such class has filed all reports required by Section 13(a), without regard to Rule 12b-25, for the shorter of its most recent three fiscal years and the portion of the current year preceding the date of filing Form 15, or the period since the issuer became subject to such reporting obligation. If the certification on Form 15 is subsequently withdrawn or denied, the issuer shall, within 60 days, file with the Commission all reports which would have been required if such certification had not been filed.

b. The classes of securities eligible for the suspension provided in paragraph (a) of this section are:

1. Any class of securities held of record by:

i. Less than 300 persons; or

ii. By less then 500 persons, where the total assets of the issuer have not exceeded $10 million on the last day of each of the issuer's three most recent fiscal years;

2. Any class of securities of a foreign private issuer, as defined in Rule 3b-4, held of record by:

i. Less than 300 persons resident in the United States or

ii. Less than 500 persons resident in the United States where the total assets of the issuer have not exceeded $10 million on the last day of each of the issuer's three most recent fiscal years.

For purposes of this paragraph, the number of persons resident in the United States shall be determined in accordance with the provisions of Rule 12g3-2(a); and

3. Any class or securities deregistered pursuant to Section 12(d) of the Act if such class would not thereupon be deemed registered under Section 12(g) of the Act or the rules thereunder.

c. This section shall not be available for any class of securities for a fiscal year in which a registration statement relating to that class becomes effective under the Securities Act of 1933, or is required to be updated pursuant to Section 10(a)(3) of the Act, and, in the case of paragraphs (b)(1)(ii) and (b)(2)(ii), the two succeeding fiscal years; Provided, however, That this paragraph shall not apply to the duty to file reports which arises solely from a registration statement filed by an issuer with no significant assets, for the reorganization of a non-reporting issuer into a one subsidiary holding company in which equity security holders receive the same proportional interest in the holding company as they held in the non-reporting issuer, except for changes resulting from the exercise of dissenting shareholder rights under state law.

d. The suspension provided by this rule relates only to the reporting obligation under Section 15(d) with respect to a class of securities, does not affect any other duties imposed on that class of securities, and shall continue as long as criteria (i) or (ii) in either paragraph (b)(1) or (b)(2) is met on the first day of any subsequent fiscal year; Provided, however, That such criteria need not be met if the duty to file reports arises solely from a registration statement filed by an issuer with no significant assets in a reorganization of a non-reporting company into a one subsidiary holding company in which equity security holders receive the same proportional interest in the holding company as they held in the non-reporting issuer except for changes resulting from the exercise of dissenting shareholder rights under state law.

e. If the suspension provided by this rule is discontinued because a class of securities does not meet the eligibility criteria of paragraph (b) on the first day of an issuer's fiscal year, then the issuer shall resume periodic reporting pursuant to Section 15(d) by filing an annual report on Form 10-K and Form 10-KSB for its preceding fiscal year, not later than 120 days after the end of such fiscal year.