Mail Stop 3561-CF/AD 11
November 1, 2005
Via U.S. Mail and Fax (714) 288 5919
Mr. Michael P. Pope, President
Time Lending, California, Inc.
1040 E. Katella Avenue, Suite B1
Orange, CA 92867
RE: Time Lending, California, Inc.
Form 10-KSB for the fiscal year ended June 30, 2005
Filed September 28, 2005
File No. 333-59114
Dear Mr. Pope:
We have reviewed the above referenced filing and have the
following comments. We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents. As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934. Please address the following
comments in the amended filing. If you disagree, we will consider
your explanation as to why our comment is inapplicable or a future
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 that 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.
Mr. Michael P. Pope
November 1, 2005
Page 2
Form 10-KSB for the year ended June 30, 2005
Accounting comments:
Report of Independent Public Accounting Firm, Page 14
1. We note in fourth paragraph that your current auditors- Jasper
&
Hall, PC makes reference to the report of "Other accountants" for
the
fiscal year 2004. Based on the information appearing under Item 8
on
page 24, please include in the amended filing, the audit report of
Michael Johnson & Co., LLC, who audited the financial statements
for
the fiscal year ended June 30, 2004. Refer to Rule 2-05 of
Regulation S-X.
Consolidated Statement of Stockholders` Equity (Deficit), page 18
2. Please refer to the issuance of common stock for compensation
issued during the fiscal years ended June 30, 2004 and June 30,
2005.
Clarify whether the issuances of equity instruments for
compensation
were to employees or to non-employees. Please tell us if the
issuance of equity instrument for compensation was accounted for
based on the fair value of the consideration received or the fair
value of the equity instrument was issued. Also, provide us with
a
computation to support how the fair value was determined for the
issuance of the common stock for the compensation. Refer to
paragraphs 11-17 to SFAS 123. Also, reconcile for us the number
of
the common stock issued during the fiscal year ended June 30, 2005
to
Michael F. Pope and Philip C. La Puma disclosed under Item 10, on
page 26 and disclosed on page 18. We may have further comments.
3. Disclose your accounting policy for equity instruments issued
to
employees and non-employees.
Notes to Consolidated Financial Statements
Note 1. Organization and Presentation
Net Earning (Loss) per share, page 20
4. Please revise to disclose the number of securities that could
potentially dilute basic EPS in the future that were not included
in
the computation of diluted EPS because to do so would have been
anti-
dilutive. See paragraph 40 of SFAS 128.
Note 6. Capital Stock Transactions
5. Please explain to us the meaning of "4:1 Forward split"
indicated
in the note.
Mr. Michael P. Pope
November 1, 2005
Page 3
In connection with responding to our comment, please provide, in
writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information. Please file your response
letter
on EDGAR. You may contact Gopal Dharia, Staff Accountant, at
(202)
551-3353 or Ivette Leon, Assistant Chief Accountant, at (202) 551-
3351 if you have questions regarding comments on the financial
statements and related matters. Please contact me at (202) 551-
3810
with any other questions.
Sincerely,
Larry Spirgel
Assistant Director
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