Securities Exchange Act of 1934
Rule 12g-3

April 27, 2011

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division’s views are as follows. Capitalized terms have the same meanings defined in your letter.

• The Reorganization will constitute a “succession” for purposes of Rule 12g-3(a) under the Exchange Act and ININ Group will be an “accelerated filer” for purposes of Rule 12b-2 under the Exchange Act.
   
• The Division will not object if ININ Group, as successor to the Company, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by the Stock-Based Benefit Plan Registration Statements, provided that ININ Group adopts the Stock-Based Benefit Plan Registration Statements by filing post-effective amendments pursuant to Rule 414 under the Securities Act.
   
• ININ Group may take into account the Company’s reporting history under the Exchange Act in determining its eligibility to use Forms S-3 or S-8. The Company’s reporting history under the Exchange Act may also be used in determining whether ININ Group “meets the requirements for use of Form S-3” within the meaning of Form S-4.
   
• The Company’s Exchange Act reporting history may be taken into account when determining ININ Group’s compliance with the current public information requirements of Rule 144(c)(l) under the Securities Act.
   
• Average weekly reported trading volume in the Company Common Stock during the time periods specified by Rule 144(e)(1) under the Securities Act may be taken into account in determining the limitations on the amount of securities that may be sold pursuant to Rule 144(e).
   
• ININ Group may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Section 4(3) of the Securities Act.
   
• After consummation of the Reorganization, ININ Group may succeed to the Commission file number currently used by the Company.

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2011/interactiveintelligence042711-12g3.htm