SecProbe.io

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Mail Stop 0406

								April 8, 2005

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

	Re:    	Willowtree Advisor, Inc.
		Amendment No. 2 to Form SB-2
		Filed March 17, 2005
		File No. 333-117840

Dear Ms. Allison:

	We have reviewed your filing and have the following comments.

General
1. See prior comments 3 and 4.  The company`s receipt of
subscriptions subjects those assets to claims of creditors of the
company and other risks.  In view of these risks, we do not
understand the basis of your unqualified statements that the
proceeds
will be returned, if the minimum is not sold within the required
period.  It appears creditors could prevent or delay a refund.
Why
is it consistent with Rule 10b-9 to state that there is an
offering
minimum and that the proceeds will be returned promptly, if
creditors
or other events could preclude the return of the subscriptions?
Your
filing should also indicate that funds obtained through personal
checks will not be considered received for the purpose of
satisfying
the offering minimum until payment on such checks by the drawee
bank
occurs.  Clarify who will determine whether the minimum amount has
been received.  If you do not intend to use an escrow account,
your
disclosure must detail your proposed procedures for collecting and
administering the funds in the plan of distribution or an
appropriate
section of the prospectus.  Describe all material risks to
investors
associated with the issuer`s receipt of those funds.  Given the
risks
to subscribers associated with the lack of an escrow agent, we
continue to believe that the cover page and prospectus summary
should
alert investors to the existence of uncertainty as whether the
company will be able to refund the proceeds, if you do not reach
the
minimum in collected funds.  Please ensure disclosure on these
matters is complete and consistent throughout the prospectus.

Risk Factors
2. Provide prominent risk factor disclosure relating to the risks
inherent in using an account controlled by the company for
subscriptions.  Please include a prominent risk factor advising
shareholders that you may not be able to promptly refund
subscriptions in the event that the minimum is not reached, as a
result of the proposed placement of proceeds in an account
controlled
by the company that is subject to attachment by creditors or
others
in a position to assert rights with respect to those funds.  That
any
creditor acquiring lien rights could prevent, delay or otherwise
restrict the return of funds to investors is material information
that should be included in an appropriately drafted risk factor.
3. See prior comment 6.  Please understand that we are not
offering
"conclusions" concerning your risk factors.  We are merely
providing
examples of what might be the more immediate consequences
associated
with the risks you cite.  The language you use to tailor your risk
factors in compliance with the item requirements is yours to
choose.
Clearly, having to suspend or cease operations is an ultimate risk
of
any business that fails; however, this language is not the type of
narrowly tailored disclosure required under Item 503(c) of
Regulation
S-K.  That Item specifies that issuers should not present risks
that
could apply to any issuer or any offering.  Further, the
subheadings
must adequately describe the risks that follow.  As a general
rule,
your revised subheadings should work only in this prospectus. If
they
are readily transferable to other companies` offering documents,
they
are probably too generic.  Please revise your risk factors in
accordance with this guidance.  See Updated Legal Bulletin No. 7
for
examples applicable to risk factor headings.
4. See prior comment 15.  Consistent with the above comment,
please
revise the subheading for risk factor no. 8 to eliminate the
generic
conclusion that the result of the risk is that you may suspend or
cease operations and investors could lose their investment.
Please
tailor this risk factor, along with the others, to state what the
more immediate risk to investors is of having filings relating to
the
company`s financial statements prepared by someone inexperienced
in
financial accounting.

Use of Proceeds
5. See prior comment 10.  Consistent with your supplemental
response
and in connection with your use of the term "working capital," we
suggest that you state explicitly that none of the proceeds raised
will be used to extinguish your current debt obligations.

Management`s Discussion and Analysis

6. See prior comment 12.  Revise Management`s Discussion and
Analysis
to include the information supplementally provided to the staff in
your response. Further, based on your response it appears that Ms.
Allison performed 1750 hours of work valued at $100/ hour during
the
period starting on June 16, 2004 and ending on June 30, 2004.
Please
clarify your response as this statement does not seem practicable.

Certain Transactions
7. See prior comment 17.  Consistent with your response to prior
comment 12 and the above comment, please expand the first
paragraph
under the heading "Certain Transactions" to state that you issued
the
5,000,000 shares to your sole director in exchange for 1,750 hours
of
her services that you valued at $100 per hour.  Item 404(a) of
Regulation S-B requires that you describe the nature of the
person`s
interest in the transaction.  The material terms of the
transaction
are important for shareholders to understand what services were
rendered by management and how those services were valued.

Financial Statements

8. We note your response to previous comment No. 21. Tell us
whether
you are required to be registered to practice with the State of
North
Carolina in order to perform an audit of a company whose
headquarters
and operations are located in that particular state.

Notes to the Financial Statements
Note 4 Stockholder`s Equity

9. Revise Note 4 to disclose the nature of the restrictions on the
common stock issued to the sole officer and director of the
Company.
We note the 30% discount applied in determining the per share
price.

* * * * * * *

Closing

    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 cover letter with your amendment that
keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  We may have additional comments based on reviewing
your
amendment and responses to our comments.

    Please direct your questions or comments concerning matters
related to the financial statements to Marc Thomas at 202-942-1792
or
Craig Wilson, Senior Assistant Chief Accountant, at 202-942-2949,
Please address all other comments to Maryse Mills-Apenteng at 202-
942-1861.  If you require further assistance you may contact me at
202-942-1818, or Barbara C. Jacobs at 202-942-1800 in my absence.

								Sincerely,

								Mark P. Shuman
								Branch Chief - Legal

cc:  	Via facsimile:  509-747-1770
      Conrad C. Lysiak, Esq.
      601 West First Avenue, Suite 503
      Spokane, Washington 99201

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Willowtree Advisor, Inc.
April 8, 2005
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