The Consumer Federation of America (CFA) expresses the view that the proposed rules implementing Section 401 of the JOBS Act, fail to achieve an appropriate balance between investor protection and capital formation. In particular, we strongly oppose its sweeping preemption of state oversight of Regulation A offerings without regard to congressional intent, to state efforts to streamline the state review process, or to the significant impact such a move could have on the level of market oversight at a time when the Commission’s resources are limited. We therefore urge the Commission to withdraw its unwarranted proposal to preempt state offerings.