From: Ed Picazo
Sent: January 27, 2007
Subject: File No. S7-25-06

The Sarbanes-Oxley did not protect anyone from what was not already in the law: it did, however, add costs to U.S. firms, driving business offshore. Few enough persons currently qualify under Regulation D for the opportunity to use an investment pool diversification: now, even more constraints are being proposed that add no perceived value to the public, but only serve to further restrict the free market. If more Federal control is the intent, it should be stated plainly in the rule change basis: no other rationale washes given the publicly-available information.

My conclusion is that the rule change should not be implemented solely for the purposes publicly stated: there are already a sufficient number of laws preventing fraud, and the balance of the proposed changes only further restrict those persons who might wish to willingly participate in a risky but more potentially rewarding investment vehicle. If there are contributing underlying factors not presented in the proposed rule change basis, then maybe they should be more publicly debated before we submit the U.S. citizens at large to additional constraints.