Subject: File No. S7-23-06
From: Ashley W Burrowes, PhD, FCA, CMA
Affiliation: Associate Professor of Accountancy, University of Wisconsin

February 27, 2007

I believe that stock exchange listed companies should be held accountable for reliable financial reporting and comply with the extant Internal Control measures in the Sarbanes Oxley Act.

I do not believe that any listed company on a US exchange is so small that appropriate entity level controls cannot be effectively implemented.

The suggestion that so called small companies be granted some concessions is contrary to the spirit of the legislation and raises serious implications for the SEC in protecting the public interest.

Imagine creating a second class of corporations. An 'elite' would appear that would attract the Big 4 and then there would be the rest.

I wish to conclude by stating that auditors should continue to
review management's evaluation of IC effectiveness. The creation of a 'safe harbor' cannot be condoned.