From: Sam Yake
Sent: July 12, 2006
Subject: File No. S7-11-06

Dear SEC:
I must offer you a bitter "thank you" for DESTROYING the small cap marketplace. I have seen ALMOST NO small cap companies come public since Sarbanes-Oxley Section 404 was passed; and, furthermore, I have seen many already-public companies DELIST and DEREGISTER, which is a disaster for their shareholders.
Your own Advisory Committee gave you the best advice I have seen: Exempt small-cap companies from this insane law. You chose to ignore this prudent advice.
At the very least, you should give at least two more years where small-caps are exempt from the law--UNTIL you straighten the thing out to your satisfaction. Markets HATE uncertainty and your dithering is a weight around every small cap stock.
You MUST greatly ease this insane burden on small-cap companies OR investors like myself will just say the heck with it and stop investing altogether.
Thank you for your consideration,
Sam Yake
45 Chestnut Road
Paoli, PA 19301-1502