Subject: File No. 265-27
From: Michael A Williams
Affiliation: Founder, Tennessee Local Stock Exchange

November 11, 2011

Dear Commissioner,
I am trying to aid in solving our exonomic downfall in Memphis by forming a local sustainable securities exchange that can enable small and medium size firms throughout the state of Tennessee to go public and get listed through this exchange as well. Memphis has an unemployment rate of 10.5 percent, aided by high crime, high taxes and cuts in basic services. These firms want to grow, expand and hire, but are limited by the rules of reg A and red D. I am limited due to unsure whether or not a non profit stock exchange would have to register ghrough the SEC as an intrastate exchange. We are in dire need of manufactures to be started in memphis and wish approval can be given from a written letter to start this exchange. This hope tha I myself as well as Memphians are crying out for some type of economic relief. I am asking for your help in this matter to decide in my favor to get this exchange started and allow the general publc to invest in our comapnies. You and others have te ability to put america back to work and I am passionate about this important cause. It is my deepest desire to see Tesseeans working again. Please allow some lead way for reg A and reg D to allow for small companies to raise at least $50 million or less to open up meaningful comapanies in our region again.