Subject: File No. 265-23
From: Anthony A Ramos, CPA
Affiliation: Controller of a Public Company

March 29, 2006

I have participated in the completion of three 404 audits with two micro/small cap public Company's. I have read through the findings of the task force and agree with their conclusions. I believe that the cost of a SOX audit will eventually restrain the growth of these smaller public companies and that currently the cost far exceeds the benefits.

I reviewed the dissenting comments as well and have found that one fundamental issue that is not considered is the fact that the audits of these smaller companies are fairly simple. If the independent auditors are performing their audits in accordance with current standards the risk of misstatment should be relatively low. Perhaps the task force should consider investigating why the independent auditors cannot perform an accurate audit on these small companies.

I do believe that SOX is necesary for the large cap companies due primarily to the complexity of the audit.