SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0406

								February 3, 2005

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

	Re:    	Willowtree Advisor, Inc.
		Amendment No. 1 to Registration Statement on Form SB-2
		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. You did not supply a copy of your business plan, to which your
filing refers and which we requested in prior comment 1.  Please
provide a copy of the business plan as previously requested.  We
may
have further comment.

2. See prior comment 4.  As previously requested, revise the cover
page to refer to Ms. Allison`s role in marketing the securities.

3. See prior comment 5.  Your response to our prior comment does
not
address the text of Rule 10b-9(a)(2).  The text of that rule
specifies that a representation that the consideration paid for a
security will be refunded if all or some of the securities are not
sold may constitute a "manipulative or deceptive device or
contrivance" unless the security is part of an offering being made
on
the condition that the consideration paid for such security will
be
promptly refunded to the purchaser.  As you propose to place the
funds obtained in this offering in an account under the company`s
control rather than in an escrow account administered by a third
party, it is unclear how you can assure that proceeds "will be
promptly refunded" if the minimum proceeds are not achieved.  Rule
10b-9 by its express terms appears to require you to adopt
measures
that insure your ability to repay those funds promptly if the
minimum
offering conditions are not satisfied.  As indicated previously
and
acknowledged in your revised disclosure, placing funds in an
account
within the company`s control would enable creditors to attach, or
otherwise assert rights with respect to those funds.  It appears
creditors could preclude the company from "promptly refunding to
the
purchaser" subscription proceeds when the minimum sales condition
is
not satisfied.  The company appears unrestricted in its ability to
use the funds as collateral for a secured borrowing, for example.
It
appears any creditor acquiring lien rights could prevent, delay or
otherwise restrict the return of funds.  In responding to this
comment, please specifically address how your proposed method of
collecting funds conforms to the requirements of Rule 10b-9.

4. See prior comments 6 and 12, and respond to the questions posed
therein.  The conditions under which funds will be returned to
investors is information that is material to an investor.  The
requested information should be provided to describe those
circumstances.  The additional information appears to be
especially
pertinent and of interest to investors where, as here, you have
not
established an escrow account that assures investors of a prompt
return of subscriptions.  Please provide a detailed description of
the policies you have established for receiving and holding the
funds
until a minimum is reached.  Include a brief reference to the
procedures on the cover page and a materially complete overview of
the procedures should be included in the summary.

5. See prior comment 8.  Your revised disclosure does not address
how
you intend to deliver the landscape advisory services.  More fully
explain in the summary section how the company will conduct its
business, i.e., that you intend to contract with third-party
specialists to render services and that you intend to retain a
minimal number of employees.  If Ms. Allison`s present business
will
be one of the contracting parties, this should also be discussed.

Risk Factors

General
6. Many of your risk factor subheadings have the same conclusion,
namely that you may have to cease operations and the investor may
lose his or her investment.  The risk factors should be tailored
to
describe each material risk and the most significant and direct
effects on potential investors.  Each risk factor should highlight
a
specific risk that results from the condition or uncertainty
described in the paragraph.  Generic conclusions applicable to
multiple paragraphs are not appropriate.
As an example, the first risk factor suggests that the possible
effect of the auditors` going concern opinion is that the company
may
not continue operations and investors may lose their investment.
It
would appear that the immediate consequence of the existence of a
going concern qualification is the risk that the accountants
identify
in their report - that the amounts recorded in the financial
statements may require material adjustments if the assumption that
the entity is a going concern proves untrue.

See also risk factor no. 8.  It appears a more immediate risk to
investors from Ms. Allison`s lack of accounting and financial
expertise is that the company`s books and records and the
financial
statements prepared by management may be unreliable.  Transactions
may not be recorded appropriately and the financial results may
not
be stated accurately or presented consistently with applicable
accounting principles.  That investors may rely upon such
financial
statements to their detriment seems the most direct and
significant
consequence of the condition or uncertainty you cite.
Please review all of the risk factors and revise the disclosure to
avoid the use of boilerplate conclusions in the subheadings.
Instead, replace this repetitive language with specific disclosure
of
the risk posed to investors and explain how your operations or
financial results would be affected.
Risk Factors pages 7-10

7. Revise to provide a risk factor which describes in specific
detail, the sole officer and director`s experience in both the
landscaping and advisory service businesses.

8. See prior comment 21.  Risk factors 11 and 12 appear to
unnecessarily fragment the disclosure concerning the consequences
of
offering a penny stock.  Furthermore the heading of risk factor 11
addresses what appears to be a material risk (the absence of a
prior
market)  that is independent of the categorization of the
securities
you offer as a "penny stock".  Please address the implications of
your penny stock status in a single, comprehensive risk factor or
provide separate risk factors that address each separate risk you
believe is material with respect to offers of a penny stock.   If
you
retain two separate risk factors, the subheadings should clearly
indicate how the two risk factors relate but are distinct from
each
other.

Use of Proceeds
9. We reissue prior comment 23.  Based on your historical
operating
results, we do not understand how you concluded the receipt of the
minimum proceeds would enable you to operate for a 12-month
period.
Given that you have incurred significant operating expenses to
date,
it is unclear how you will be able to operate a comprehensive
landscaping advisory services business based on $40,000 in net
proceeds from this offering.  Are there any activities that you
expect to undertake that are not outlined in the use of proceeds
section and if so, what sources of funds are available to you to
cover those expenses?  If not, where do you account for the
expected
expenses relating to fulfilling your reporting obligation under
the
Exchange Act, for example?  Please ensure that your response
addresses the comment raised.
10. We reissue prior comment 24.  We believe that the term
"working
capital" is not appropriate in this circumstance.  As you know,
working capital is by definition current assets minus current
liabilities.  Because your current liabilities exceed your current
assets, it is inappropriate to refer to proceeds use as "working
capital" unless those funds will augment current assets that are
at
least as large as your current liabilities.  Please revise the
prospectus to disclose how a portion of the funds currently termed
"working capital" will be applied to reduce your working capital
deficit.  Indicate, for example, the extent to which that portion
of
the proceeds will be used to extinguish any existing debt or other
current liabilities.  Investors should understand the extent to
which
their investment will defray previously incurred obligations as
opposed to supporting future activities.

11. Furthermore, it is unclear to us why the proceeds are not
needed
to repay the outstanding debt of $13,000.  What is your timetable
for
repayment of your current liabilities and what is the source of
repayment if not the proceeds from this offering?  Please explain.

Management`s Analysis and Discussion

12. Revise your discussion of operating results to discuss in
specific detail the nature and types of services provided by the
sole
officer from inception through June 30, 2004, which amounted to
$174,950. In Note 4 to the financial statements, for each service
provided, disclose the value attributed to that specific service
and
indicate how the value was determined. Disclose the number of
common
shares issued for each of the services provided. We may have
further
comments.
13. See prior comment 35.  We reissue our prior comment in part.
Please modify the statement on page 24, that whether you raise the
minimum or maximum in the offering "we do not know how long the
money
will last," so that it is more closely tied to and consistent with
your statement that you will be able to continue operations for at
least twelve months if the minimum is raised.

14. See prior comment 36.  You were not responsive to our concern
regarding whether you considered the cost of your reporting
obligation under the Exchange Act in your projections for the next
12
months in reaching your conclusion about the adequacy of the
proceeds
to fund your business plan for the periods described.  Is your
need
to incur those additional costs a known trend that will cause your
cost structure to vary materially from the one existing in the
periods covered by your historical financial statements?  Please
confirm that the minimum net proceeds will enable you to fund the
cost of preparing and filing periodic reports under the Exchange
Act
for a minimum period of twelve months following the effective
date,
as well as the business activities contemplated by your business
plan
for that period.

15. See prior comment 37.  Please revise the disclosure and risk
factor to describe the experience of Ms. Allison with financial
accounting and preparation of reports under the Exchange Act.  If
Ms.
Allison is inexperienced in these matters, the risk factor
subheading
should explicitly refer to her lack of experience and the
associated
risk this may impose.

16. See prior comment 38.  You state in the conflict of interest
paragraph on page 29 that both the company and Willow Tree
Landscaping furnish advice and that Willow Tree Landscaping also
furnishes services as a general contractor.  Regarding the
advisory
services, you state on page 21 that initially you will rely on the
database provided by Ms. Allison to attract initial customers and
strategic partners.  How is your statement that "the first entity
to
be contacted by a customer will retain the customer as its own"
consistent with this policy?  While Ms. Allison may not "in her
individual capacity, conduct landscaping business," please
disclose
the manner in which Ms. Allison will direct new advisory business
opportunities that come to her attention as a company executive.
Will she be responsible for generating new business for the
company?
If so, insofar as landscaping advisory services are common to both
companies, how will the new business opportunities be allocated?

Certain Transactions

17. See prior comment 40.  Please expand your discussion of the
"services as an officer" rendered by Ms. Allison, including the
relevant time period, the part-time basis of her services and any
other relevant terms.

18. We do not understand your supplemental response indicating
that
the "the auditor advised" you as to how the shares were to be
valued.
Because financial statements are the company`s and are reviewed
and
reported upon by the independent auditor, your response is
ambiguous
as to what the role of the auditor has been in connection with
your
financial statements.  Please explain what the company referred to
in
determining the value of the services rendered by Ms. Allison.
Did
you compare the services rendered by your executive to comparable
services provided in transactions by others or use some other
approach in negotiating the terms and economic effect of this
transaction?

Legality Opinion

19. Please respond to prior comment 42.  Tell us whether counsel
rendering the opinion is licensed to practice law in Nevada.
Please
be advised that with the exception of legality opinions under
Delaware law, it is the view of the Division of Corporation
Finance
that the legality opinion required by Schedule A to the Securities
Act and Item 601 of Regulation S-B must be rendered by counsel
admitted in the jurisdiction where the entity registering the
securities was organized.

20. See prior comment 43.  Notwithstanding your representation
that
the qualifying language regarding your "knowledge" has been
deleted,
paragraph 3 retains such language.  It is not appropriate to make
express or implied assumptions of fact; however, we will not
object
if you rely upon certificates of an officer of the company as to
factual matters you believe must be ascertained to render your
opinion.  To the extent the legal opinion is based on such
certifications of fact, please refer to them in the opinion and in
the response letter tell us why the certifications of fact were
believed necessary to enable counsel to render the legality
opinion.

Financial Statements

21. We note your response to previous comment 45. Tell us
supplementally whether the auditors are licensed to practice in
the
state of North Carolina.

22. You must file an audited financial statement as of a date
within
135 days if the issuer existed for a period of less than one year.
See Item 310(a) of Regulation S-B.  The financial information
should
be audited as of December 31, 2004.
Income Statement, page F-3
23. We note your response to previous comment No. 45. The
requested
disclosure has not been made. Revise the expense line item
"consulting services provided by directors" to clarify that there
is
only one director.

Notes to the Financial Statements
General

24. Revise to provide the disclosures required by paragraphs 46
and
47 of SFAS 123.

25. In addition, supplementally tell us and disclose the name of
the
individual who provided the related party advances.

26. Revise to provide the disclosures required by paragraph
11(d)(3)
of SFAS 7 as it relates to the issuance of common stock for non-
cash
consideration.

27. Revise to provide an accounting policy which addresses SOP 98-
5.

    As appropriate, please amend your registration statement and
related periodic filings in response to these comments. You may
wish
to provide us with marked copies of the amendment to expedite our
review.  Please furnish a cove