Subject: File No. S7-12-06
From: D. Johnston

January 21, 2007

Dear MR. Cox,

I'm a very concerned investor and losing much faith in the SEC's ability to help protect and keep integrity in our Markets. Please explain to me, an investor, and United States citizen and taxpayer, what gives the SEC, or any other government branch, the authorization to approve the counterfeiting of securities?

This is exactly what this illegal grandfather clause does. It turns the "failures to deliver", prior to 1/03/2005, into COUNTERFEIT Securities and has hurt many developing companies and investors I do not believe that the SEC nor any other body of government has any authority to do that. I would hope you would agree?

Please help bring the integrity back to our Markets and the SEC with the immediate implementation of REL#34-54154. Please Mr. Cox, let's get this illegal grandfather clause repealed and buried, like we all know it should be.

Thank-you very much for your promptness on this matter.

Respectively yours,

Derek Johnston