Subject: File No. S7-45-10
From: Mike Willatt
Affiliation: Willatt & Flickinger

February 14, 2011

Dear SEC,

Okay! Who is the "Wisest fool in Christendom" that came up with this idea?

None of the members of the governing bodies of the municipalities and districts that I represent can or will go through what it takes to register as a financial advisor with the Commission on Form MA-1.

The members of the governing bodies of the small issuers depend on their consultants. The members of the governing bodies of the large issuers depend on their consultants and their staff. In either case, they do not pretend to have any special knowledge concerning issuance of securities any more than they pretend that they are capable of designing a bridge or a city hall.

If this goes through, all they can do is quit and turn it over to the inmates of the local insane asylum.

Mike Willatt
Willatt & Flickinger
2001 North Lamar
Austin, Texas 78705