$146.1 million in O&M costs, and $23.8 million in capital costs.

Exhibit 7 shows the annual costs for air carriers over the three-year ICR period. Annual costs are estimated at approximately $5.59 million, which consists of $1.28 million in labor costs, $4.3 million in O&M costs, and $0.003 million in capital costs.

PWS labor costs are based on the number of burden hours times the average hourly wage rate, including overhead. The average hourly wage rate for PWSs is the rate quoted by the BLS for Standard Occupational Classification (SOC) Code 19-2041, "Environmental Science and Protection Technician, Including Health." The quoted rate was $38.50 in 2020 dollars (see https://www.bls.gov/oes/current/oes192041.htm). In addition, 60 percent overhead was assumed, bringing the loaded rate to $61.60 in 2020 dollars. For air carriers, four labor rates are used and are all loaded by approximately 50 percent. All rates are from the BLS in 2018 dollars. The first labor rate is for code 11-3071, "Transportation Managers" at a loaded rate of $75.34. The second labor rate is for code 53-7061, "Equipment and Vehicle Cleaners" at a loaded rate of $21.08. Labor rates for code 53-6051, "Transportation Inspectors" and code 51-9061, "Inspectors, Testers, Sorters, Samplers, and Weighers" were also used at loaded rates of $58.30 and $31.95, respectively.

In addition to the labor costs, there are O&M costs associated with the SWTR, TCR/RTCR, IESWTR, LT1ESWTR, LT2ESWTR, GWR, and ADWR.

          SWTR O&M costs reflect non-labor costs associated with coliform analyses (unfiltered systems) and turbidity analyses (unfiltered and filtered systems). Coliform analysis O&M costs are based on analysis costs as listed in the GWR Economic Analysis. Turbidity analysis O&M costs are based on vendor quotes regarding calibration materials needed to perform turbidity analyses.
          TCR O&M costs reflect non-labor costs associated with coliform and E. coli analysis.
          RTCR O&M costs reflect net change non-labor costs associated with coliform analysis.
          IESWTR O&M costs reflect non-labor costs associated with turbidity analysis for individual filters. For the IESWTR, turbidity analysis costs are based on O&M cost equations for operating an integrated supervisory control and data acquisition (SCADA) system. These cost equations are carried forward from the IESWTR Regulatory Impact Analysis (RIA).
          LT1ESWTR O&M costs reflect non-labor costs associated with turbidity analysis for individual filters.
          LT2ESWTR O&M costs reflect non-labor costs associated with Cryptosporidium and E. coli laboratory analysis.
          GWR O&M costs reflect non-labor costs associated with compliance (disinfection) monitoring (maintenance costs, monthly reagents, charts and recorder pens) and E. coli analysis materials costs from the GWR Economic Analysis.

Additionally, there are capital costs associated with the SWTR, IESWTR, LT1ESWTR, GWR, and ADWR.
          SWTR, IESWTR and LT1ESWTR include capital costs for turbidity monitoring equipment. For these rules, capital costs are estimated based on vendor estimates and costing equations for in-line and bench-top turbidimeters, or SCADA systems needed to comply with turbidity monitoring requirements. Capital costs are distributed evenly across the replacement period for turbidity analysis equipment (estimated to be 7 years).
          The GWR includes capital costs for chlorine monitoring equipment such as chlorine analyzer, power cord and chart recorder).
          The ADWR includes a capital cost for refrigerators purchased by air carriers, which is distributed evenly across the replacement period for the equipment.

      6(b)(ii) Cost to Primacy Agencies

Exhibit 8 shows that the annual costs to primacy agencies are estimated at approximately $517.6 million. All costs incurred by primacy agencies are labor costs. Labor costs are based on the number of burden hours times the average hourly wage rate, including overhead. Labor rates in 2020 dollars are used and are loaded with a 60 percent overhead factor. A loaded labor rate of $61.60 per hour in 2020 dollars was used for state labor. The labor costs are based on best professional judgement and consultation results at $38.28 per hour.  Loaded, this rate comes to $61.25 per hour.

There are no O&M or capital costs for primacy agencies under this ICR.

                                   Exhibit 6
                          Annual PWS Burden and Cost
                        August 1, 2022 - July 31, 2025
                                   Activity
                              Annual Burden Hours
                                     Cost

                            Annual Labor Cost ($K)
                           Annual O&M Cost ($K)
                           Annual Capital Cost ($K)
                            Total Annual Cost ($K)
SWTR/IESWTR/LT1
                                                                      6,056,431
                                                                      $241,773
                                                                       $29,407
                                                                       $23,652
                                                                      $294,832
RTCR
                                                                      5,807,131
                                                                       $138,963
                                                                       $98,883
                                                                            N/A
                                                                      $237,846
LT2ESWTR
                                                                        141,595
                                                                        $5,542
                                                                        $8,673
                                                                            N/A
                                                                       $14,215
GWR
                                                                        828,109
                                                                      $298,045
                                                                        $9,155
                                                                          $182
                                                                      $307,383
TOTAL
                                                                     12,833,266
                                                                       $684,322
                                                                       $146,119
                                                                        $23,834
                                                                       $854,276

Note: Detail may not add exactly to totals due to rounding.

                                   Exhibit 7
                      Annual Air Carrier Burden and Cost
                        August 1, 2022 - July 31, 2025
                                   Activity
                              Annual Burden Hours
                                     Cost

                            Annual Labor Cost ($K)
                           Annual O&M Cost ($K)
                           Annual Capital Cost ($K)
                            Total Annual Cost ($K)
ADWR
                                                                         46,123
                                                                        $1,508
                                                                        $4,849
                                                                            $3
                                                                        $6,360
TOTAL
                                                                         46,123
                                                                         $1,508
                                                                         $4,849
                                                                             $3
                                                                         $6,360

                                   Exhibit 8
                     Annual Primacy Agency Burden and Cost
                        August 1, 2022 - July 31, 2025
                                   Activity
                              Annual Burden Hours
                                     Cost

                            Annual Labor Cost ($K)
                           Annual O&M Cost ($K)
                           Annual Capital Cost ($K)
                            Total Annual Cost ($K)
SWTR (including IESWTR and LT1ESWTR)
                                                                      1,314,696
                                                                        $80,985
                                                                            N/A
                                                                            N/A
                                                                       $80,985
RTCR
                                                                         12,768
                                                                       $381,603
                                                                            N/A
                                                                            N/A
                                                          $            381,603
LT2ESWTR
                                                                        100,078
                                                                         $6,165
                                                                            N/A
                                                                            N/A
                                                                        $6,165
GWR
                                                                        713,780
                                                                        $48,837
                                                                            N/A
                                                                            N/A
                                                                       $48,837
TOTAL
                                                                      2,141,322
                                                                       $517,590
                                                                            N/A
                                                                            N/A
                                                                      $517,590

Note: Detail may not add exactly to totals due to rounding.

6(c)	Agency Burden and Costs

Burden and costs to the federal government are incurred by the EPA's drinking water program at Headquarters and in the Regions to assist primacy agencies in implementing drinking water regulations. The EPA burden and costs for on-going general activities for all the EPA drinking water regulations are accounted for under the PWSS Program ICR. Burden and costs included in the PWSS Program ICR cover all cross-cutting (non-rule specific) regulatory activities associated with compliance tracking, regulatory enforcement, and rule development activities. There are no rule-specific activities expected for the EPA under any of the rules covered by this ICR, except for the EPA's oversight of air carriers for the ADWR. The EPA's burden burden is not included in the total burden for the ADWR. As explained above and in section 5(a), the EPA ADWR burden is accounted for in the PWSS Program ICR.

6(d)	Estimating Respondent Universe and Total Burden and Costs

Respondents for this ICR include PWSs, air carriers, and primacy agencies. The number of PWS respondents is 144,179,20 the number of active PWSs. All PWSs are subject to the TCR and RTCR but are not necessarily subject to each of the other information collection requirements contained in this ICR. Each rule associated with this ICR identifies the types of PWSs that are subject to that particular requirement. The numbers, by type of PWSs affected for each rule, are identified in the appendices. The number of air carrier respondents is 37. Note that air carriers are respondents for the ADWR only.

20 Source: SDWIS/FED Data from October 2021.

In addition to the PWS and air carrier respondents, this ICR assumes 57 primacy agencies (50 states plus the District of Columbia, U.S. territories, and the Navajo Nation).21 Therefore, the total number of respondents is 144,273. The total costs and burden for these respondents are summarized in Exhibits 6, 7, and 8.

6(e)	Bottom Line Burden Hours and Costs

The bottom line burden hours and costs for this ICR are presented in Exhibit 9. The total annual respondent burden associated with this ICR, which includes burden for PWSs, air carriers, and primacy agencies, is estimated to be approximately 15.0 million hours. The corresponding total annual respondent costs are estimated to be $1.38 trillion. The annual capital and O&M costs are approximately $174.8 million.

21 For several of these entities, primacy activities are actually implemented by the regional offices. However, as a simplifying assumption, they are included with the states for respondent calculations under this ICR.

                                   Exhibit 9
                      Bottom Line Annual Burden and Cost
                        August 1, 2022 - July 31, 2025
Annual Number of Respondents
                                                                        144,273
                                      (=)

                                                                        144,179
                                      (+)
Existing PWSs

                                                                             37
                                      (+)
Existing Air Carriers

                                                                             57

Primacy agencies
Total Annual Responses
                                                                     28,297,324
                                      (=)

                                                                     27,867,897
                                      (+)
PWS responses (see Exhibit 6)

                                                                        180,133
                                      (+)
Air Carrier responses (see Exhibit 7)

                                                                        249,294

Primacy agency responses (see Exhibit 8)
Number of Responses per Respondent
                                                                          196.1
                                      (=)

                                                                     28,297,324
                                      (/)
Total annual responses from above

                                                                        144,273

Total number of respondents from above
Total Annual Respondent Hours
                                                                     15,020,712
                                      (=)

                                                                     12,833,266
                                      (+)
PWS hours (see Exhibit 6)

                                                                         46,123
                                      (+)
Air Carrier hours (see Exhibit 7)

                                                                      2,141,322

Primacy agency hours (see Exhibit 8)
Hours per Response
                                                                           0.53
                                      (=)

                                                                     15,020,712
                                      (/)
Total annual respondent hours from above

                                                                     28,297,324

Total annual responses from above
Annual O&M and Capital Cost ($K)[1]
                                                                       $174,805
                                      (=)

                                                                       $146,119
                                      (+)
Total  PWS O&M costs (see Exhibit 6)

                                                                        $23,834
                                      (+)
Total PWS capital costs (see Exhibit 6)

                                                                         $4,849
                                      (+)
Total Air Carrier O&M costs (see Exhibit 7)

                                                                             $3

Total Air Carrier capital costs (see Exhibit 7)
Total Annual Respondent Cost ($K)
                                                                     $1,378,225
                                      (=)

                                                                       $854,276
                                      (+)
For PWSs (see Exhibit 6)

                                                                         $6,360
                                      (+)
For Air Carriers (see Exhibit 7)

                                                                       $517,590

For primacy agencies (see Exhibit 8)
Total Annual Hours (resp. plus Agency)
                                                                     15,020,712
                                      (=)

                                                                     15,020,712
                                      (+)
Total annual respondent hours from above

                                                                              0

Total EPA hours
Total Annual Cost ($K) (resp. plus Agency)
                                                                     $1,378,225
                                      (=)

                                                                     $1,378,225
                                      (+)
Total annual respondent cost from above

                                                                             $0

Total EPA cost
Note: Detail may not add exactly to totals due to rounding.

[1]No Primacy Agency capital or O&M costs are incurred, see Exhibit 8.

6(f)	Reasons for Change in Burden

There is an overall decrease of 3,106,871 hours in the total estimated respondent burden compared with the ICR currently approved by OMB. This increase is mostly due to an decrease of 1,645,196 as TCR burden has been completely replaced by RTCR, instead of both rules running at once. The remaining reductions are due to updated system inventory. In exhibit 12, the reasons for this increase are explained in detail.
Section 6(f) presents the change in burden and explains the reasons for the change in burden.
Exhibit 10 summarizes how each of these changes affects the overall burden inventory for the Microbial Rules ICR.

                                  Exhibit 10
                      Summary of Changes in Annual Burden
             (Includes PWS, Air Carrier and Primacy Agency Burden)
                                Type of Change
                                Burden (hours)
                                 Running Total
                                    Comment
Burden Estimated in the 2018 Microbial Rules ICR
                                  17,288,057
                                  17,288,057
This burden serves as the baseline[2] for the 2022 Microbial Rules ICR.
Restructuring Adjustments - see Section 6(f)(i)
                                   839,526
                                  18,127,583

Other Adjustments to Burden - see Section 6(f)(ii)
                                  (3,106,871)
                                  15,020,712
Burden for which EPA seeks approval in this ICR.
Notes:
(1) Detail may not add exactly to totals due to rounding.
(2) Burden requested in the 2018 Microbial Rules ICR is used as a starting point for the 2022 Microbial Rules ICR.

6(f)(i) Restructuring Adjustments

No restructuring adjustments are associated with this ICR. These adjustments are discussed below and summarized in Exhibit 11.

                                  Exhibit 11
           Restructuring Adjustments to the Annual Burden Inventory
                          for the Microbial Rules ICR
             (Includes PWS, Air Carrier and Primacy Agency Burden)
                                    Action
                              Annual Burden Hours
                               Brief Explanation
N/A
17,288,057
Inventory for the 2018 Microbial Rules ICR[2] carried forward as the baseline for 2022 Microbial Rules ICR (includes PWS, state, and air carrier burden).
Add
839,526

Total
18,127,583
Current opening inventory for the 2022 Microbial Rules ICR (based on current burden inventories.)
Notes:
(1) Detail may not add exactly to totals due to rounding.
(2) Burden requested in the 2015 Microbial Rules ICR (14,638,598) hours is used as a starting point for the 2018 Microbial Rules ICR.
6(f)(ii) Other Burden Adjustments

Changes in calculated burden are a result of updating relevant baseline information for each rule with the most current and accurate PWS inventory information available and updating to 2020 labor rates. Where appropriate, estimated violation, waiver, and other associated rates have also been updated to reflect current information on rule compliance. Burden has also changed as a result of consultation with water industry representatives and due to changes in rule requirements, notably full implementation of the RTCR.

Exhibits 12-14 summarize reasons for these changes and quantify the changes by rule. Burden adjustments associated with PWS activities resulted in a burden decrease of 1,037,756 hours and are detailed in Exhibit 12. Burden adjustments associated with air carrier activities resulted in a burden increase of 7,306 hours and are detailed in Exhibit 13. Burden adjustments for primacy agencies result in an decrease of 2,076,422 hours, as shown in Exhibit 14.

                                  Exhibit 12
             Adjustments to PWS Burden from Previous ICR Estimates
                                   Activity
                          2015 Annual Burden Estimate
                          2018 Annual Burden Estimate
                               Change in Burden
                          Reason for Change in Burden

                     SWTR (including IESWTR and LT1ESWTR)
                                   6,506,443
                                   6,056,431
                                   (450,012)
The change in burden is attributable to the use of updated system inventories. Note that the overall system inventory has decreased since the previous ICR.
                                     RTCR
                                   6,378,237
                                   5,807,131
                                   (571,106)
The 3-year period covered by the Microbial Rules ICR has seen RTCR fully implemented, and TCR removed, which accounts for the reduction in burden associated with running both rules in parallel.
                                   LT2ESWTR
                                    159,416
                                    141,595
                                   (17,821)
The change in burden is attributable to the use of updated system inventories (note that the overall system inventory has decreased since the previous ICR).
                                      GWR
                                    826,926
                                    828,109
                                     1,183
During this ICR period, systems will continue to add 4-log disinfection and conduct compliance monitoring to comply with the GWR. Note that the number of systems conducting compliance monitoring increases each year post-GWR promulgation as more entry points install 4-log disinfection. Therefore, the number of systems conducting compliance monitoring during this ICR period is higher than during the last ICR period, resulting in an increase in system burden.

In addition to the increase in the number of systems performing compliance monitoring, the change in burden is attributable to the use of updated system inventories (note that the overall system inventory has decreased since the previous ICR).
                                     TOTAL
                                  13,871,022
                                  12,833,266
                                  (1,037,756)
                             Adjusted PWS Burden.
Notes:
 Detail may not add exactly to total due to independent rounding.
 PWS burden adjustments for all rules in Exhibit 12 take into account burden reductions associated with the anticipated transition from the current SDWIS (the existing compliance database of record) to SDWIS Prime, a cloud-based reporting system.
                                  Exhibit 13
         Adjustments to Air Carrier Burden from Previous ICR Estimates
                                   Activity
                    Previous Annual Burden Estimate (Hours)
                      2018 Annual Burden Estimate (Hours)
                               Change in Burden
                          Reason for Change in Burden

                                     ADWR
                                    38,817
                                    46,123
                                     7,306
The change in burden represents updated aircraft inventory and revised total coliform-positive rates from ARCS.
                                     TOTAL
                                    38,817
                                    46,123
                                     7,306
                          Adjusted Air Carrier Burden

                                  Exhibit 14
       Adjustments to Primacy Agency Burden from Previous ICR Estimates
                                   Activity
                      2015 Annual Burden Estimate (Hours)
                      2018 Annual Burden Estimate (Hours)
                               Change in Burden
                          Reason for Change in Burden

                     SWTR (including IESWTR and LT1ESWTR)
                                   1,972,571
                                   1,314,696
                                   (657,875)
The change in burden is attributable to the use of updated system inventories. Note that the overall system inventory has decreased since the previous ICR, and the state burden is based on the system inventory.
                                     RTCR
                                   1,086,858
                                    12,768
                                  (1,074,090)
The 3-year period covered by the Microbial Rules ICR has seen RTCR fully implemented, and TCR removed, which accounts for the reduction in burden associated with running both rules in parallel.
                                   LT2ESWTR
                                    141,151
                                    100,078
                                   (41,073)
The change in burden is attributable to the use of updated system inventories (note that the overall system inventory has decreased since the previous ICR).
                                      GWR
                                   1,017,164
                                    713,780
                                   (303,384)
The change in burden is attributable to the use of updated system inventories. Note that the overall system inventory has decreased since the previous ICR, and the state burden for some rule components is based on the system inventory. Although system burden related to compliance monitoring increases each year post-GWR promulgation as more entry points add 4-log disinfection, the state burden for compliance monitoring report review (disinfection failure)  remains relatively consistent.
                                     TOTAL
                                   4,217,744
                                   2,141,322
                                  (2,076,422)
                        Adjusted Primacy Agency Burden
. Notes:
 Detail may not add exactly to total due to independent rounding.
 Primacy agency burden adjustments associated with the anticipated transition from the current SDWIS (the existing compliance database of record) to SDWIS Prime (a cloud-based reporting system) are captured in the PWSS ICR.

Exhibit 15 shows the effects of these adjustments on the bottom line burden. Removing 1,037,756 hours to account for adjustments to PWS burden, adding 7,306 hours to account for adjustments to air carrier burden, and removing 2,076,422 hours to account for adjustments to primacy agency burden yields 15,020,712 hours.

                                  Exhibit 15
   Adjustments to Annual Burden Carried Forward from Previous ICR Estimates
             (Includes PWS, Air Carrier and Primacy Agency Burden)
                                    Action
                              Annual Burden Hours
                               Brief Explanation
None
18,127,583
2018 Microbial Rules ICR inventory based on current burden inventories (see Exhibit 11).
Subtract
(1,037,756)
Adjustment to the PWS burden carried forward from previous ICRs (see Exhibit 12).
Add
7,306
Adjustment to Air Carrier burden carried forward from previous ICR (see Exhibit 13)
Subtract
(2,076,422)
Adjustment to the primacy agency burden carried forward from previous ICRs (see Exhibit 14).
Total
15,020,712
Hours requested in 2022 Microbial Rules ICR (see Exhibit 10).
Note: Detail may not add exactly to totals due to rounding.

6(g)	Burden Statement

The public reporting burden for collections included in this ICR is detailed in Exhibit 15 above. The annual respondent burden is estimated to average approximately 15.02 million hours, of which 12.83 million hours are attributable to PWSs, 0.046 million hours to air carriers, and 2.14 million hours to primacy agencies (numbers may not add due to rounding). These estimates include time for gathering information as well as developing and maintaining records.

Burden means the total time, effort, or financial resources expended by people to generate, maintain, retain, disclose, or provide information to or for a federal agency. This includes the time needed to review instructions; develop, acquire, install, and utilize technology, and systems for the purposes of collecting, validating, and verifying information; processing and maintaining information and disclosing and providing information; adjust the existing ways to comply with any previously applicable instructions and requirements; train personnel to be able to respond to a collection of information; search data sources; complete and review the collection of information; and transmit or otherwise disclose the information. An agency may not conduct or sponsor, and a person is not required to respond to, a request for information collection unless it displays a currently valid OMB control number. The OMB control numbers for the EPA's regulations are listed in 40 CFR Part 9 and 48 CFR Part 15.

To facilitate comment on the EPA's need for this information, the accuracy of the provided burden estimates, and any suggested methods for minimizing respondent burden, including the use of automated collection techniques, the EPA has established a public docket for this ICR under Docket ID Number EPA-HQ-OW-2011-0442, which is available for online viewing at www.regulations.gov, or in person viewing at the Water Docket in the EPA Docket Center (EPA/DC), WJC West, Room 3334, 1301 Constitution Ave., NW, Washington, DC. The EPA

Docket Center Public Reading Room is open from 8:30 a.m. to 4:30 p.m., Monday through Friday, excluding legal holidays. The telephone number for the Reading Room is (202) 566- 1744, and the telephone number for the Water Docket is<PHONE_NUMBER>. An electronic version of the public docket is available at www.regulations.gov. This site can be used to submit or view public comments, to access the index listing of the contents of the public docket, and to access those documents in the public docket that are available electronically. When in the system, select "search," then key in the Docket ID Number identified above. Comments can also be sent to the Office of Information and Regulatory Affairs, Office of Management and Budget, 725 17th Street, NW, Washington, DC 20503, Attention: Desk Officer for EPA. Please include the EPA Docket ID Number (EPA-HQ-OW-2011-0442) and the OMB Control Number 2040-0205 in any correspondence.


[Federal Register Volume 87, Number 26 (Tuesday, February 8, 2022)]
[Notices]
[Pages 7215-7217]
[FR Doc No: 2022-02523]

=======================================================================
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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34495; 811-22156]

Millennium Investment & Acquisition Co Inc.

February 2, 2022.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

-----------------------------------------------------------------------

    Notice of application for deregistration under Section 8(f) of the
Investment Company Act of 1940 (the ``Act'').

Summary of Application: Millennium Investment & Acquisition Co Inc.
requests an order declaring that it has ceased to be an investment
company.

Applicant: Millennium Investment & Acquisition Co Inc.

Filing Dates: The application was filed on March 1, 2021 and was
amended on May 11, 2021, December 9, 2021 and January 21, 2022.

Hearing or Notification of Hearing: An order granting the request will
be issued unless the Commission orders a hearing. Interested persons
may request a hearing by emailing the Commission's Secretary at
[email protected] and serving Applicant with a copy of the
request by email. Hearing requests should be received by the Commission
by 5:30 p.m. on February 28, 2022 and should be accompanied by proof of
service on Applicant, in the form of an affidavit, or, for lawyers, a
certificate of service. Pursuant to rule 0-5 under the Act, hearing
requests should state the nature of the writer's interest, any facts
bearing upon the desirability of a hearing on the matter, the reason
for the request, and the issues contested. Persons who wish to be
notified of a hearing may request notification by emailing to the
Commission's Secretary at [email protected].

ADDRESSES: The Commission: [email protected]. Applicants:
[email protected].

FOR FURTHER INFORMATION CONTACT: Asen Parachkevov, Senior Counsel; Lisa
Reid Ragen, Branch Chief, at<PHONE_NUMBER> (Division of Investment
Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's website by searching for the file number, or for an
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling<PHONE_NUMBER>.

Applicant's Representations

    1. Applicant is a Delaware corporation and is an internally
managed, non-diversified, closed-end management investment company
registered under the Act. Applicant states that it is in the business
of owning and operating businesses that produce activated carbon and
sustainably cultivate cannabis in greenhouses and that it is no longer
engaged or proposing to engage, or holding itself out as being, in the
business of investing, reinvesting, owning, holding, or trading in
securities.
    2. On August 14, 2020, Applicant announced that its Board of
Directors (the ``Board'') unanimously approved a proposal to deregister
as a registered investment company with the Commission (the
``Deregistration Proposal'') in its filing of a preliminary proxy
statement with the Commission (the ``Proxy Statement''). On or about
September 3, 2020, Applicant mailed to shareholders the Proxy Statement
soliciting shareholder approval of the Deregistration Proposal. The
Proxy Statement also stated that, after deregistering as an investment
company, Applicant would no longer be subject to regulation under the
Act. In addition, the Proxy Statement explained that Applicant would
continue to be managed by Applicant's sole current officer and overseen
by the Board, which would maintain substantially similar power,
authority and discretion as the Board had before deregistration and be
subject to the same duties under state law. Applicant held a meeting of
shareholders (the ``Shareholder Meeting'') on October 14, 2020, at
which the Deregistration Proposal was approved.
    3. Applicant states that as of September 30, 2021, Applicant's
unconsolidated assets were comprised solely of (i) ``cash items'' (as
that term has been interpreted for purposes of Section 3(a)(1)(C) of
the Act) and (ii) interests in consolidated subsidiaries. Applicant
further states that it owns greater than 50% of the voting securities
of each of the consolidated subsidiaries (other than a newly formed
cannabis operator, Walsenburg Cannabis LLC (``WC''), where it will own
greater than 50% of WC's outstanding voting securities once it receives
approval for holding cannabis licenses in Colorado) and controls
(within the meaning of Section 2(a)(9) of the Act) each of the
consolidated subsidiaries. Applicant represents that no consolidated
subsidiary is an ``investment company'' within the meaning of Section
3(a) of the Act, and that no consolidated subsidiary is relying on the
exception from the definition of ``investment company'' in Sections
3(c)(1) or 3(c)(7) of the Act.
    4. Applicant states that as of September 30, 2021, the value of
securities issued by the consolidated subsidiaries and owned by
Applicant was 100% of the value of Applicant's total assets, exclusive
of ``Government securities'' (as defined in the Act) and ``cash items''
(as that term has been interpreted for purposes of Section 3(a)(1)(C)
of the Act), on an unconsolidated basis (``Adjusted Total Assets''). As
of September 30, 2021, the assets of the consolidated subsidiaries were
collectively comprised of (i) ``cash items'' (as that term has been
interpreted for purposes of Section 3(a)(1)(C) of the Act), (ii)
security deposits and other assets, (iii) property, plant and
equipment, (iv) inventory and (v) right-of use (lease) assets.
Applicant represents that no consolidated subsidiary owns any
``investment securities'' (as defined in Section 3(a)(2) of the Act),
and that no consolidated subsidiary is therefore an investment company
within the meaning of Section 3(a)(1)(C) of the Act. Applicant states
that the consolidated subsidiaries are operating companies primarily
engaged in the production of activated carbon or the cultivation of
cannabis. Applicant states that it may establish other controlled
subsidiaries to carry out specific activities, as noted below,
consistent with Applicant's business of owning and operating businesses
focused on activated carbon, cannabis cultivation and other private
businesses it may acquire.
    5. Applicant represents that it is anticipated that deregistration
will have no unfavorable tax consequences to Applicant or its
shareholders. Applicant states that it is currently taxed at the entity
level as a ``C-corporation'' by Federal and State tax authorities, and
anticipates that it will continue to be taxed as a C-corporation after
deregistration.
    6. Applicant states that its periodic reports to shareholders,
investor presentations, press releases and website all indicate that
Applicant is implementing the Deregistration Proposal in accordance
with the disclosure in the Proxy Statement, and describe Applicant's
activated carbon and cannabis cultivation businesses. As a result of
these efforts, Applicant states that it is and holds itself out as a
holding company in the business of owning and operating businesses that
produce activated carbon and sustainably cultivate cannabis in
greenhouses.
    7. In addition, Applicant represents that on October 1, 2021 it
filed a name change application with FINRA seeking to change its name
to Millennium Sustainable Ventures Corp. Applicant states that there
can be no assurance as to when, or if, FINRA will approve the name
change, and represents that it will not raise new capital until it has
completed its name change.
    8. Applicant states that its current business activities will not
materially change upon receipt of the requested Order and completion of
the deregistration process. Applicant states that it currently operates
in the activated carbon and cannabis cultivation industries, and the
activities of Applicant and Applicant's directors and officers reflect
these operations and indicate that Applicant no longer operates as an
investment company, but rather is currently focused on owning and
operating businesses that produce activated carbon and sustainably
cultivate cannabis in greenhouses. Applicant states that it is
currently internally managed with David H. Lesser serving as Chairman
of the Board, CEO, Secretary and Treasurer. Applicant states that Mr.
Lesser is responsible for managing the business affairs and day-to-day
activities of Applicant. Applicant states that since Mr. Lesser became
Applicant's sole officer and a director on October 3, 2013, he been
working to shift Applicant's business to that of an operating company
focused on operating businesses. As part of this shift, Mr. Lesser has
led the acquisition and development of Applicant's activated carbon and
cannabis cultivation businesses, together with the divestment of
Applicant's ``investment securities'' (as defined in Section 3(a)(2) of
the Act).
    9. Applicant states that it fully liquidated its sole investment
security position on June 1, 2021. Applicant states that it presently
operates businesses in the activated carbon and cannabis cultivation
industries and is seeking to generate income from the existing and
future operations of these businesses. Applicant further represents
that it presently is not generating revenue and is in a net loss
position and that substantially all of Applicant's net loss for the
three and nine months ended September 30, 2021 was attributable to
operating expenses. Applicant represents that it derives no material
portion of its net income after taxes from investment securities, and
Applicant represents that no subsidiary of Applicant expects to derive
a material portion of its net income after taxes from investment
securities. Applicant

represents that upon deregistering as an investment company, Applicant
and its consolidated subsidiaries will not derive a material portion of
their gross income from investment security assets.
    10. Upon the issuance of the requested Order, Applicant represents
that it will issue a press release to shareholders indicating that it
is no longer a registered investment company and will cease indicating
in its financial statements that it is a registered investment company.
    11. Applicant states that it is not currently a party to any
administrative proceeding or material litigation.

Applicant's Legal Analysis

    1. Section 8(f) of the Act provides that whenever the Commission,
upon application or its own motion, finds that a registered investment
company has ceased to be an investment company, the Commission shall so
declare by order and upon the taking effect of such order, the
registration of such company shall cease to be in effect.
    2. Section 3(a)(1)(A) of the Act defines an ``investment company''
as any issuer which ``is or holds itself out as being engaged
primarily, or proposes to engage primarily, in the business of
investing, reinvesting, or trading in securities.'' Section 3(a)(1)(B)
of the Act defines an ``investment company'' as any issuer which ``is
engaged or proposes to engage in the business of issuing face-amount
certificates of the installment type, or has been engaged in such
business and has any such certificate outstanding.''
    3. Section 3(a)(1)(C) of the Act defines an ``investment company''
as any issuer which ``is engaged or proposes to engage in the business
of investing, reinvesting, owning, holding, or trading in securities,
and owns or proposes to acquire investment securities having a value
exceeding 40 per centum of the value of such issuer's total assets
(exclusive of Government securities and cash items) on an
unconsolidated basis.'' Section 3(a)(2) of the Act defines ``investment
securities'' as ``all securities except (A) Government securities, (B)
securities issued by employees' securities companies, and (C)
securities issued by majority-owned subsidiaries of the owner which (i)
are not investment companies, and (ii) are not relying on the exception
from the definition of investment company in paragraph (1) or (7) of
subsection (c).''
    4. Applicant states that it is no longer an investment company as
defined in section 3(a)(1)(A), 3(a)(1)(B) or section 3(a)(1)(C). With
regard to section 3(a)(1)(A), Applicant represents that it is currently
focused primarily on owning and operating businesses that produce
activated carbon or cultivate cannabis, and argues that its historical
development, its public representations, the activities of its
directors and officers, and the nature of its present assets support
this assertion.
    5. With regard to section 3(a)(1)(B), Applicant represents that it
is not engaged, and does not propose to engage, in the business of
issuing face-amount certificates of the installment type, has not been
engaged in such business and does not have any such certificate
outstanding.
    6. With regard to section 3(a)(1)(C), Applicant represents that it
owns more than 50% of the voting securities of each of its consolidated
subsidiaries (other than WC until Applicant receives approval for
Colorado regulators to hold cannabis licenses at which point it will
own more than 50% of the voting securities of WC) and will own at least
50% of the voting securities of other non-investment company
subsidiaries it may form or acquire to ensure the value of investment
securities owned by Applicant is less than 40% of the value of
Applicant's Adjusted Total Assets.\1\
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    \1\ Applicant represents that it possess an economic interest in
WC, through a convertible loan arrangement, that results in
Applicant having the right to substantially all of the rewards and
bearing substantially all of the risks of ownership of WC through
this convertible loan arrangement. Applicant states that WC has no
steady income, that Applicant funds virtually all of WC's expenses
through the convertible loan arrangement, and that WC's sole
managing member is the president of Millennium Cannabis, LLC, a
wholly-owned subsidiary of Applicant. Applicant further states that
even if its interest in WC were not considered sufficient to make WC
the equivalent of a majority-owned subsidiary of Applicant for
purposes of the Act, Applicant would (a) consider the fair value of
its loan to WC as of September 30, 2021 to be $671,000, which is the
value advanced under the loan as of September 30, 2021 and (b)
remove the ``right of use'' asset on its balance sheet attributable
to WC of $5,325,848. Applicant states that this would result in the
WC loan representing approximately 1.71% of Applicant's Adjusted
Total Assets, which is less than 40% of the value of Applicant's
Adjusted Total Assets. Therefore, Applicant represents that the
treatment of WC is immaterial to the analysis of whether Applicant
is an investment company within the meaning of Section 3(a)(1)(C) of
the Act.
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    7. Applicant states that none of its consolidated subsidiaries is
an ``investment company'' within the meaning of Section 3(a) of the
Act, and no consolidated subsidiary is relying on the exception from
the definition of investment company for private funds set forth in
Section 3(c)(1) or 3(c)(7) of the Act.
    8. Applicant states that it is thus qualified for an order of the
Commission pursuant to section 8(f) of the Act.

    For the Commission, by the Division of Investment Management,
under delegated authority.
J. Matthew DeLesDernier,
Assistant Director.
[FR Doc. 2022-02523 Filed 2-7-22; 8:45 am]
BILLING CODE 8011-01-P