Securities Act of 1933 - Section 2(a)(1)

February 24, 2006

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, and without necessarily agreeing with your analysis, the Division will not recommend enforcement action to the Commission if the Giants, in reliance upon your opinion as counsel, operate the Service as described in your letter without compliance with the registration requirements of the Securities Act.

The Division expresses no view with respect to any other questions that the operation of the Service may raise.

Because this position is based on the representations made to the Division in your letter, it should be noted that any different facts or conditions might require another conclusion. Further, this letter merely expresses the Division's position on enforcement action and does not purport to express any legal conclusions on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/sfba022406.htm