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Mail Stop 0406

								September 3, 2004

Cynthia Allison
President
Willowtree Advisor, Inc.
1411 Hedgelawn Way
Raleigh, North Carolina  27615

	Re:    	Willowtree Advisor, Inc.
		Registration Statement on Form SB-2
		Filed August 2, 2004
		File No. 333-117840

Dear Ms. Allison:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your disclosure.
After reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other aspect
of our review.  Feel free to call us at the telephone numbers listed
at the end of this letter.
General
1. Section 419 (a)(2) defines a blank-check company as a company that
is issuing penny stock that is "a development stage company that has
no specific business plan or purpose or has indicated that its
business plan is to engage in a merger or acquisition with an
unidentified company or companies, or other entity."  In discussing
this definition in the adopting release, the Commission stated that
it would "scrutinize...offerings for attempts to create the
appearance that the registrant...has a specific business plan, in an
effort to avoid the application of Rule 419."  See Securities Act
Release No. 33-6932 (April 28, 1992).

Your disclosure indicates that you are a development stage company
that has no revenues, nominal assets, no contracts or agreements with
customers and have conducted no business activity other than "raising
our initial capital, developing a general business plan and preparing
this registration statement."  These and other facts suggest that
your proposed business is commensurate in scope with the uncertainty
ordinarily associated with a blank-check company and should comply
with Rule 419.  Please revise the registration statement as
appropriate. Supplementally provide us with your general business
plan.
2. Additionally, tell us whether the company has a current business
strategy of evaluating potential merger or business combination
transactions, with operating companies in particular.  Has the
company considered such transactions previously?   What actions, if
any, have taken place in this respect?  To the extent that you have
considered or are presently considering business combinations as part
of the your business strategy, please provide a detailed response.

Outside Front Cover
3. Please eliminate the reference on the cover page and elsewhere to
a "self-underwritten" transaction.  Since there is no underwriter, it
is not appropriate to refer to an underwriting and you should instead
state that you will conduct a "direct public offering" or use a
similar term.
4. Name the officer/director who will sell the common stock on the
cover page, and briefly describe the role of that person in the
marketing of the securities.
5. We note your disclosure that funds will not be placed in escrow
but rather will be place in a separate bank account at BB&T.   Please
provide us with your analysis of how this procedure complies with
Rule 10b-9(a)(2).  Specifically, how will you be able to ensure that
"prompt refunding" will occur if the minimum is not reached, when
subscriptions will not be placed into an escrow account maintained by
an independent third party?  Why won`t the investors be potentially
exposed to the risk that you will be unable to return the proceeds
promptly?  It appears the proceeds are "the company`s" immediately
since the checks are payable to it and would be subject to
conditions, claims, liens and the like?  We may have further comment.
6. In addition, where are the underlying documents that govern the
conditions on which the proceeds will be held until the minimum is
reached?  What are the proposed procedures for receiving the funds
(e.g., to whom will checks be made payable, what specific conditions
must be satisfied before the company can receive any of the funds)?
Isn`t the company`s receipt immediate?  Where do you explain whether
receipt of a check by the company is enough to satisfy the "sold"
amount?  At what specific point in the check collecting process will
the minimum be considered "achieved"?  Who will be charged with
making these determinations?  This information should be concisely
summarized on the cover page with a cross-reference to a more
detailed discussion provided in the prospectus summary.
7. Please modify the statement "[i]t is illegal to tell you
otherwise" to clarify that any representation to the contrary is a
criminal offense.  See 501(a)(7) of Regulation S-B.

Summary of Our Offering
8. Revise the summary to prominently disclose an outline of your
business model.  It appears from your Plan of Operation on page 25
that you do not intend to hire any employees until after you have
begun operations and generated fees from customers and that your
company will serve in essence as a "general contractor" in arranging
for other companies to provide landscaping services.  To what extent
might the president have financial interests in the sub-contractors
who provide these services?  Your business model should be clearly
defined here and discussed in significant detail in the business
section.
9. Provide support for your statement that you will distinguish your
business from others by offering "comprehensive landscape advice."
Considering that you have not begun operations, have no revenues and
no clients, it would appear unlikely that you will initially surpass
other companies offering the same or similar services or that there
are not competitors who offer comprehensive landscape services.
Alternatively you may delete the statement.
10. Your reference to listing "past and current customers" on a
future website is inappropriate since it may suggest to potential
investors that you presently have customers.  Revise both here and in
the business section to clarify that the website will list future
customers as you presently have none.  Also, expand to indicate that
you may not obtain any customers.
11. Revise the Offering summary to reflect the offering period of 180
days, unless extended by an additional 90 days, and to reflect net
proceeds to you of $40,000 and $90,000 based on sales of 1,000,000
shares minimum and 2,000,000 shares maximum, respectively.
12. As indicated in our comment above, please provide a materially
complete discussion of  the procedures for receiving and holding the
subscription amounts pending receipt of the minimum amount.  Ensure
that the procedures are in compliance with Rule 10b-9.  Note that the
account instructions should be provided in a signed writing that
should be attached as an exhibit.

Risk Factors
13. Please do not repeat the subheading in your discussion of a risk
factor.  Describe in details the risk disclosed in the subheading.
For examples, the discussions under the third and fifth risk factors
are nearly verbatim replications of the subheadings.

Because our auditors have issued a going concern opinion . . . page 7
14. Please revise the subheading to capture the essence of the risk
associated with a going concern opinion in an easily accessible
manner for the average investor.  The subheading must convey the
specific risk posed from the potential investor`s viewpoint answering
the question, "What does not being able to continue as a going
concern mean to me?"  Rephrase the subheading so that it clearly
states the specific risk you are highlighting.
15. We note the disclosure references "officers and directors," and
to "management" yet you state elsewhere in the prospectus that you
have one officer and director, namely Cynthia Allison.  Please revise
throughout the prospectus references to the president, officer,
director, management and the like refer solely to Ms. Allsion.  Also,
expand the discussion to explain the reasons for which Ms. Allison
"is unwilling to loan or advance any additional capital to the
company, except to prepare and file reports with the SEC."
16. Revise to clearly describe in detail the types of consulting
services provided by the sole director. The amount of consulting
expense recognized to date is significant given that that the
Company`s inception was in June of 2004. Similar information should
be provided within the discussion of operating results on page 27 of
MD&A.
17. In addition, tell us whether there is a written agreement
governing the consulting relationship between the president, Cynthia
Allison, and the company.  Note that any agreements relating to the
compensation of the president and sole director must be filed as an
exhibit.  See Item 601(b)(10)(ii)(A) of Regulation S-B.

We lack an operating history . . . Page 8
18. Please revise the risk factor subheadings that refer to the
possibility of ceasing operations to state the risk from the point of
view of the investor, namely that the investor may lose all of his or
her investment.

We are solely dependent upon the funds to be raised . . . Page 8
19. This risk factor is incomplete.  Please revise to include a
complete discussion of the risk associated with your dependence on
the proceeds from this offering.

Because our sole officer and director who is also our sole promoter .
. . Page 9
20. Revise the risk factor to include the percentage currently owned
by Cynthia Allison.  The risk factor subheading should be revised to
reflect the range of percentages that Ms. Allison will own, given the
minimum/maximum nature of the offering.

Because the SEC imposes additional sales practice requirements . . .
Page 10
21. Please expand the body of the risk factor to discuss briefly the
adverse consequences of being the issuer of a stock that is subject
to Regulation 15(g) of the Securities Exchange Act and summarize
concisely the effects of required compliance with Rules 15(g)-2
through 15(g)-9 on the market for your securities and your investors.
You may choose to include a cross-reference to the more detailed
discussion on page 15.

Use of Proceeds
22. You describe your customer base as the southeastern United
States.  You also state that you have no employees and in the Plan of
Operations you state that you do not intend to hire employees.  Your
use of proceeds discussion does not appear to include a line item for
tools and equipment typically associated with landscaping
installation, which you indicate would be part of your business.
Expand the disclosure to discuss how you intend to deliver the
landscaping services, including installation, across this broad
region.  If you intend to provide landscaping advice only or to
outsource all of the services rendered, this should be made clear in
the summary and throughout the prospectus.
23. We note your disclosure on page 24 that you believe that if your
raise the minimum amount through this offering, the net proceeds
"will last a year."   Please revise the Use of Proceeds section to
state the minimum period of proposed operations that the registrant
expects it will be able to fund with the offering proceeds if the
minimum and maximum number of shares offered are sold.  It is unclear
how you will be able to operate a comprehensive and unique
landscaping business (even if you rely upon services offered by
others) and begin to generate revenues during a period of 12 or more
months, based on a minimum intake of $40,000.  Your revisions should
directly address exactly how many months the minimum and maximum
amounts raised will fund and explain the effect upon your business
operations if you receive those amounts.
24. You indicate that $5,000 of offering proceeds will be used for
"working capital".  But your balance sheet shows has a working
capital deficit of $13,000, representing a prior commitment for the
use of funds substantially in excess of the $5,000 amount.  Given
these circumstances, we don`t understand why it is appropriate for
you to suggest the minimum offering proceeds would provide you with
$5,000 of "working capital".  Please revise as appropriate.

Plan of Distribution
25. Revise your disclosure to address whether the company`s
officer/director will be able to purchase securities in the offering
in order to reach the minimum.  We may have further comments.
26. Revise your disclosure to indicate the effect the penny stock
rules may have on the ability to make a market in the company`s
common stock.

Business
27. Please explain how custom landscape and implementation plans,
professional advice and plant and product recommendations are "unique
aspects" of your services.  It would appear that these are typical
services rendered by landscape companies.  You also state on page 18
that you will provide "unique and creative service offerings."  What
is it about the services you intend to offer that qualify them as
unique and creative?  Please provide concrete examples or a more
detailed discussion of how the services you intend to offer differ
from the services your competitors are presently offering.
28. Tell us the basis for your plan to charge other professional
landscape companies a fee for promoting their products and services
and clarify what medium you intend to use for advertising.  Do you
mean through your website only or also through promotional materials
and handouts?  Given your statement in risk factors that your
marketing reach must be limited and that you may not be able to
attract enough clients to operate profitably, expand the disclosure
to explain why existing professional landscape companies would pay to
advertise on your website.
29. We note your reference to luxury properties on page 19.  Please
explain in greater detail what you mean by developing "strategic
alliances with luxury properties" and how these alliances with luxury
properties fit in to your business plan.
30. Please describe more specifically how you will "aggressively
court" professional landscape company contacts.  Also, explain what
you mean by your statement that you intend to attract new clients
through your website "with a strong technical support capable of
recording leads."
31. It appears inappropriate to refer now to "award winning"
landscape project you may have in the future given that you presently
have no landscape project of any kind and may never have any such
projects in the future.  Please delete the "award wining" reference.
32. The subsection titled revenue makes reference to two revenue
sources whereas you list three sources of revenue.  Please revise for
clarification.
33. Competition.  This section includes vague language that does not
provide a clear description of your competitive niche.  For example,
the reference to "companies with substantial customer bases in the
computer and other technical fields" is too vague to be meaningful.
Isn`t your industry niche the landscaping industry?  You state
further that you will be competing with "most landscape
professionals."  These categories are too broadly drawn to comply
with Item 101(b)(4) of Regulation S-B.  Please revise this section to
provide a more meaningful description of your competitive position
within your defined industry.
34. The subsection titled Marketing on page 21 appears to be
repetitive of the subsection preceding it titled Marketing Strategy.
Please revise to eliminate unnecessary repetition.

Management`s Discussion and Analysis or Plan of Operation, page 23
35. We note your disclosure on page 23 that "[w]he