Conrad C. Lysiak
Attorney at Law
601 West First Avenue
Suite 503
Spokane, WA 99201
(509) 624-1475
Fax: (509) 747-1770
Email: cclysiak@qwest.net
March 24, 2005
Mr. John Reynolds, Assistant Director
Office of Emerging Growth Companies
Securities and Exchange Commission
450 Fifth Street, NW
Mail Stop 0304
Washington, D.C. 20549-0304
RE: Bulldog Financial, Inc.
Form SB-2 Registration Statement
File No. 333-120689
Dear Mr. Reynolds:
In response to your letter of comments dated December 28, 2004, please be advised as follows:
Registration Statement Cover Page
- The amendment contains the SEC file number.
Prospectus Cover Page
- The name of the person selling the securities has been included.
Summary of Our Offering
Out Business
- Disclosure has been provided that management does not have prior experience in accounts receivable management. A risk factor has been provided as well.
Securities and Exchange Commission
RE: Bulldog Financial, Inc.
Form SB-2 Registration Statement
File No. 333-120689
March 24, 2005
Page 2
Risk Factors
- A statement has been provided that all material risks have been addressed.
Use of Proceeds
- $40,000 reflects the aggregate expenses of the offering. $15,000 reflects offering expenses that will be paid from the proceeds of the offering. Accordingly, no change has been made to the Use of Proceeds section.
- An explanation of the $15,000 payment has been provided. The $15,000 has been previously included in a separate category as offering expenses. These are the only offering expenses to be paid from the proceeds of the offering.
- Proceeds from the offering will not be used pay salaries of management. We have modified the disclosure.
Determination of the Offering Price
- There is only one existing shareholder. He is Scott McDowell. His name has been disclosed. The registration statement has been revised accordingly.
Plan of Distribution
- Disclosure has been provided that only Mr. McDowell will be selling the Company's securities.
- Disclosure has been provided that Mr. Lucero will not be selling the securities. Only Mr. McDowell will be selling the securities. The document has been revised accordingly.
- Disclosure has been provided that management may not purchase shares in the offering.
Offering Period and Expiration Date
- Disclosures has been provided that investors will not be notified of an extension.
Procedures for Subscribing
- The name and mailing address of the person to whom the subscription agreement and check should be sent has been provided.
Securities and Exchange Commission
RE: Bulldog Financial, Inc.
Form SB-2 Registration Statement
File No. 333-120689
March 24, 2005
Page 3
- There is no contract. Reference to Citywide has been deleted.
- Disclosure has been provided about the proposed office.
Services
- Reference to Citywide has been deleted.
- Reference to Citywide has been deleted.
- Clarification of how the three companies were identified has been provided and disclosure has been provided that there is no previous relationship.
- Disclosure has been provided that the terms are standard in the industry. Disclosure has been provided that Bulldog has no agreements with the three.
- The terms in the third paragraph have been corrected.
Industry
- Disclosure has been provided that management accumulated the information.
Our Operations
- "Our Program" has been revised to "Our Proposed Operations".
Services Contracting
- The language has been deleted.
Billing and Collection Process
- Western Union Quick Collection Service has been explained. We have no contract with Western Union at this tim.
Management Information Systems
- Explanation of the variance of price relating to software has been provided.
Securities and Exchange Commission
RE: Bulldog Financial, Inc.
Form SB-2 Registration Statement
File No. 333-120689
March 24, 2005
Page 4
- Clarification regarding the imaging system has been provided.
Governmental Regulation
- The states we intend to conduct business in has been provided and the licenses needed has been provided.
- The last sentence is a general statement. It doesn't apply in Colorado. Accordingly, no risk factor has been added.
- The language has been revised to reflect that we "intend" to establish policies.
Competition
- Our competitive position and methods of competition have been provided.
Employees
- Item 2 has been revised to disclose that we intend to hire employees as needed.
Management's Discussion and Analysis or Plan of Operation
- The statements have been deleted.
Plan of Operation
- The basis for the estimate has been provided.
- The last sentence of the last paragraph has been expanded to make clear that an investor could lose all of his investment.
- Marketing information based upon amount of proceeds received has been provided.
Liquidity and Capital Resources
- An explanation of the proposed payments has been provided.
Securities and Exchange Commission
RE: Bulldog Financial, Inc.
Form SB-2 Registration Statement
File No. 333-120689
March 24, 2005
Page 5
- Disclosure of the commitment to pay Mr. Lysiak has been provided. Disclosure has been provided that payment will be made from the proceeds of the offering.
Management
- "Executive consulting" has been deleted.
Conflict of Interest
- Disclosure of what officers and directors will be doing with the balance of their time has been provided.
Principal Stockholders
- The document has been revised throughout to reflect only one shareholder.
Certain Transactions
- $50 has been revised to $100 throughout.
- The terms of the loan payable to Scott McDowell has been disclosed.
Legal Matters
- Disclosure has been revised.
Financial Statements
- The financial statements have been updated and a new consent provided.
Part II
Exhibit 99 Subscription Agreement
- Nevada has been revised to Colorado.
Yours truly,
/s/ Conrad C. Lysiak
Conrad C. Lysiak
