Wheelchair Adl Solutions CORRESP Correspondence with SEC

Wheelchair ADL Solutions Corporation

1324 N. Liberty Lake Rd. #169

Liberty Lake, WA 99019

January 31, 2012

United States Securities and Exchange Commission

Attn: Ms. Amanda Ravitz, Assistant Director; and Mr. Tom Jones, Staff Attorney

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4631

Re:

Wheelchair ADL Solutions Corporation

Registration Statement on Form S-1

Filed December 9, 2011

File No. 333-178417

Dear Ms. Ravitz and Mr. Jones:

We are writing in response to your comment letter dated January 5, 2011 regarding the above referenced registration statement. Our responses to your comments follow each of the comments below:

Prospectus Cover Page

The fact that the selling shareholders are offering their shares for the same price at which they purchased them calls into question the secondary nature of this offering, since the shareholders would make no profit through sales at that price. Please tell us why you believe this is properly identified as a secondary offering or revise the secondary offer price.

RESPONSE:

The Company has revised the secondary offering price to $0.15 per share.

Please revise to clearly state that none of the funds for the primary offering will be escrowed or segregated, but will be available to you immediately. In addition, identify the risk that investors may lose their entire investment if you do not raise the minimum amount needed to launch your business, quantifying such amount.

RESPONSE:

We have revised accordingly.

Prospectus Summary, page 5

Please revise here and the Business section to briefly describe the steps you still need to take and the capital and timelines necessary to generate revenue from your planned business.

RESPONSE:

We have revised accordingly.

Summary of the Offering, page 6

We note the disclosure in this section and in the last paragraph on page 14 that you “will receive approximately $1,250,000 in proceeds from the sale of shares.” Please clarify that you would receive such proceeds if you sold all of the shares and disclose the estimated net proceeds from the sale of all of the shares.

RESPONSE:

We have made the needed clarification.

Risk Factors, page 8

Please add a risk factor to highlight the risk related to a lack of a minimum offering amount, that no minimum amount of funds are assured and no liquidity may result from this offering.

RESPONSE:

We have added such a risk factor.

Please add a risk factor to highlight the risk that investors may purchase shares from your company in the best efforts offering may pay more for their shares than investors who purchase from the selling security holders. In this regard, highlight here and throughout that the existence of the secondary offering, particularly at a lower price, makes it less likely that you will meet your goal of selling all the shares available in the primary offering.

RESPONSE:

We have added such a risk factor.

The Offering, page 14

Please reconcile the disclosure in this section that you issued one million shares to the founder with the disclosure in Note 4 on page F-9 that you issued ten million shares to the founders.

RESPONSE:

We have made the needed reconciliation.

Use of Proceeds, page 14

Please expand the table on page 15 to provide a breakdown of the use of proceeds based on various amounts of shares sold, such as if 25%, 50% and 75% of the five million shares were sold in the primary offering. Please expand the table on page 17 to include disclosure of dilution based on various amounts of shares sold in the primary offering.

RESPONSE:

We have expanded the tables accordingly.

Please clarify whether any of the proceeds can be used to pay the salary of or make other payments to your officers and directors. In this regard, expand your discussion of the “hiring of key employees” expense to explain what this would entail.

RESPONSE:

We have made the needed clarification.

Dilution, page 16

10.

Please add risk factor disclosure to highlight the dilution per share to investors.

RESPONSE:

We have added such risk factor disclosure.

Selling Security Holders, page 17

11.

Please revise to attribute shares beneficially owned by each person to that person. In this regard, spouses and minor children/parents are deemed to beneficially own each other’s shares. In addition, a person who controls any entity is deemed to beneficially own shares held by that entity. See Rule 13d-3 of the Securities Exchange Act of 1934. This comment applies equally to the table on page 26.

RESPONSE:

We have revised the first table to include a column detailing beneficial ownership and have revised the second table to reflect beneficial ownership.

12.

We note the disclosure in the last sentence of the third paragraph of this section that the shares were sold at a purchase price of $.10 per share; however, you also disclose in the fourth and sixth paragraphs in Note 4 on page F-9 that shares were issued to founders and shares were issued for services. Please revise.

RESPONSE:

We have revised accordingly.

13.

Please disclose the natural person or persons who have voting and/or investment power for the shares held by Gotham Capital, Inc. and Regall Holdings LLC.

RESPONSE:

We have revised accordingly.

Management’s Discussion and Analysis, page 18

14.

Please tell us how your disclosure reflects the amount of funds needed for compliance with your obligations under the federal securities laws.

RESPONSE:

We have revised accordingly.

Overview, page 18

15.

Please reconcile your disclosure here that you have not generated any revenues since inception to the disclosure on page F-4 that you have recognized $639 of revenues in the period from November 10, 2011 through November 30, 2011.

RESPONSE:

We have revised accordingly.

Plan of Operation, page 18

16.

Please clarify how the majority of your current funds will be used to operate your business for the first six months. We note the disclosure on page F-3 that you had total assets of $1,405 at November 30, 2011.

RESPONSE:

We have revised accordingly.

Results of Operations, page 19

17.

Please revise this section here to also provide ananalysisof your results of operations.

Discuss in more detail the nature of the revenues you generated and the general and administrative expenses that you incurred from the date of inception through November 30, 2011. Refer to the guidance in Item 303(A)(3) of Regulation S-K.

RESPONSE:

We have revised accordingly.

Description of Business, page 19

18.

Throughout where you discuss your anticipated business, clarify that the discussion represents your goals, rather than achieved results, since you appear to have no contracts, agreements, facilities or operations whatsoever. Where you say youwilldo something or achieve a certain result, make clear that these are goals only.

RESPONSE:

We have revised accordingly.

Market Data, page 20

19.

Please provide supplemental support for the industry data included in this section. Please mark the materials so that they are keyed to the disclosure.

RESPONSE:

We have attached supplemental support hereto with relevant portions highlighted for your reference.

20.

Given your disclosure throughout your filing that you are a development stage company with limited operations, please tell us why you believe it is appropriate to include disclosure of your projected initial market share and annual growth rate.

RESPONSE:

We have removed that disclosure.

Dependence on one or a few major suppliers, page 22

21.

Please clarify whether you have agreements with the suppliers mentioned in this section and, if applicable, disclose the material terms of the agreements. In addition, file as exhibits the agreements.

RESPONSE:

We do not have agreements with these suppliers and have made revised accordingly.

Government Regulations, page 22

22.

Please provide the disclosure required by Item 101(h)(4)(viii) of Regulation S-K.

RESPONSE:

We have revised accordingly.

Directors and Executive Officers, page 23

23.

Please identify in this section who serves as your principal accounting and financial officer. We note the disclosure in the information that is not part of the prospectus on page II-3.

RESPONSE:

We have revised accordingly.

24.

Please limit your disclosure about Mr. Allen to that which is required by Item 401(e) of Regulation S-K.

RESPONSE:

We have removed the extraneous information but believe the balance of the information is appropriate disclosure.

Compliance with Section 16(A) of the Exchange Act, page 25

25.

Please revise to clarify that Section 16(A) will only apply to you if you file a registration statement to register a class of securities under Section 12 of the Exchange Act, which you have not yet done.

RESPONSE:

We have revised accordingly.

Plan of Distribution, page 26

26.

Please describe and file as exhibits the subscription agreement.

RESPONSE:

We have filed the subscription agreement as exhibit 10.2.

27.

Please clarify the disclosure in the last paragraph on page 28 that it will be possible for Mr. Allen to resell any of the five million shares being registered for resale. We note your disclosure throughout your filing that you filed the registration statement to register for resale 2,013,000 shares on behalf of the selling security holders.

RESPONSE:

We have revised accordingly.

28.

Please clarify the reference in the penultimate sentence on page 28 to the “risk factor number 35 regarding this potential conflict of interest.” We note that you have less than

35 risk factors.

RESPONSE:

We have removed the reference to Risk Factor 35.

Index to Financial Statements, page F-1

29.

Please revise to include updated financial statements and related disclosures in your filing as required by Rule 8-08 of Regulation S-X.

RESPONSE:

We do not need to include updated financial statements at this juncture as our fiscal year end was November 30, 2011.

Note 1. Nature of Business, page F-7

30.

Please revise your filing to disclose your fiscal year end.

RESPONSE:

Note 1 has been revised to clearly state that November 30 is our fiscal year end, and we have added clear disclosure regarding our fiscal year end to the body of the Prospectus.

Note 2. Significant Accounting Policies, page F-7

– Revenue Recognition, page F-7

31.

We note your disclosure on page 5 that to date, your operations have been limited to organizational, start-up and capital formation activities. We further note that to date you have conducted market research regarding facilities that manufacture assisted living devices and you have conducted preliminary market research of competing products. In light of these disclosures, please explain to us the nature of the revenues you have recognized to date. Include an analysis of why you believe such amounts are appropriately classified as revenues.

RESPONSE:

We have sold wheelchair modified equipment in the amount of $639 with a cost of $509. These were not prototypes. Our products are modified fittings of existing products. These sales were to unrelated third parties. They were not the results of market research or development of our product. We believe that we have met the conditions that would require the classification of revenue. We have revised the body of the Prospectus to discuss the nature of the revenues, and it is not necessary for us to revise this note to the financial statements.

Note 3. Income Taxes, page F-9

32.

Please reconcile your disclosure that you incurred losses of $4,930 for the period from November 10, 2011 through November 30, 2011 with the amounts reported on your statement of operations.

RESPONSE:

We had inadvertently mistyped our loss, which was $122,095, resulting in deferred taxes of approximately $41,500. Note 3 has been changed to reflect the proper numbers.

Exhibit 23.1

33.

To the extent there is a delay in requesting effectiveness of your registration statement, an other than typographical change made to the financial statements, or there have been intervening events since the prior filing that are material to the company, please provide currently dated and signed consents from your independent accountants with your next amendment.

RESPONSE:

We have included an updated consent.

Signatures, page II-3

34.

Please revise the text on the Signatures page so that it matches the text required by

Form S-1. We note that you have only included one paragraph on your Signatures page. Please revise to also include the second paragraph and related signatures. Refer to General Instructions for Form S-1.

RESPONSE:

We have revised accordingly.

Closing

We trust that the above analysis is satisfactory to you. Please feel free to contact our legal counsel, Vincent & Rees, L.C. at (801) 303-5730 with any questions or concerns.

Sincerely,

Matthew Allen

By:/s/ Matthew Allen

Matthew Allen, Chairman and CEO

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