E6-11496. Proposed Collection; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of Filings and Information Services, Washington, DC 20549.

Extension: Form SB-1; OMB Control No. 3235-0423; SEC File No. 270-374.

Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.) the Securities and Exchange Commission (“Commission”) is soliciting comments on the collection of information summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget for extension and approval.

Small business issuers use Form SB-1 (17 CFR 239.9), as defined in Rule 405 (17 CFR 230.405) of the Securities Act of 1933 (“Securities Act”) (15 U.S.C. 77a et seq.), to register up to $10 million of securities to be sold for cash, if they have not registered more than $10 million in securities offerings in any continuous 12-month period, including the transaction being registered. The information to be collected is intended to ensure the adequacy of information available to investors in the registration of securities and assures public availability of the information. Approximately 17 respondents file Form SB-1 annually at an estimated 708 hours per response for a total of 12,036 annual burden hours. We further estimate that 25% of the total burden (3,009 hours) is prepared by the company and the remaining 75% of the total burden hours is prepared by outside counsel retained by the company.

Written comments are invited on: (a) Whether this proposed collections of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; (b) the accuracy of the agency's estimate of the burden of the collection of information collection information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication.

Please direct your written comments to R. Corey Booth, Director/Chief Information Officer, Securities and Exchange Commission, C/O Shirley Martinson 6432 General Green Way, Alexandria, Virginia 22312; or send an e-mail to: [e-mail].

Dated: June 28, 2006.

J. Lynn Taylor,

Assistant Secretary.