Mail Stop 4561 December 1, 2008
Jonathan Chesky Malamud
President and Chief Executive Officer
Map Financial Group, Inc.
460 West 34th Street, 10th Floor
New York, New York 10001
Re: Map Financial Group, Inc.
Registration Statement on Form S-1/A
Filed November 20, 2008
File No. 333-153726
Dear Mr. Malamud:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a 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
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Form S-1
Management`s Discussion and Analysis, 32
1. We note you present pro forma financial information throughout
this section. Please review our comments below and revise
Management`s Discussion and Analysis to provide a discussion
including financial information that correlates with the requested
financial statements. Revise Summary Financial Data accordingly
as
well.
The Operating Subsidiaries, page 35
2. We note your subject heading of "The Operating Subsidiaries."
Please revise to provide subject headings that correlate to the
financial statements. Please revise to change this heading to
Financial Services, Inc. and Affiliates.
Accounts Receivable, page 36
3. You state that "[i]nterest due is calculated at inception and
added to the loan amount together with the associated fees...."
In
the last paragraph of this section you state you calculate income
from interest using the "interest method." Please reconcile these
statements and revise the document as needed. Please explain if
you
are in fact including the entire balance of interest over the life
of
the loan to the accounts receivable balance at inception and if
so,
why this is appropriate and in accordance with generally accepted
accounting principles.
4. We note your revision to our prior comment 17. Please continue
to
revise the document to provide a discussion on the loss histories
of
the accounts receivable.
Revolving Loan Promissory Notes, page 45
5. You state that November 12, 2008 was the effective date of our
acquisition of FastCash International from Bayville Global, Ltd.
However, the effective date of the share exchange agreement
between
Map Financial Group, Inc. and FastCash International Limited is
August 29, 2008. Please revise.
Recent Sales of Unregistered Securities, page 47
6. Please revise to provide your analysis of how the private
placement is exempt from registration requirements by Section 4(2)
of
the Act considering 18 investors. Please also provide your
analysis
of how the private placement to the 18 investors is not integrated
with this public offering.
Map Financial Group, Inc.
7. Please note the updating requirements for the financial
statements
and related disclosures pursuant to Rule 3-12 of regulation S-X.
Note 7 - Subsequent Event - Acquisitions, page 8
8. On page 9 you state your acquisition of Fastcash International
("FCI") is accounted for as a purchase business combination. In
our
prior comment 35, we stated that we believed this acquisition
should
be treated as a recapitalization of Map Financial Group. If you
do
not believe this transaction should be accounted for as a
recapitalization, provide us with your source in the accounting
literature that supports your current presentation.
Alternatively,
please revise your footnotes to properly describe the accounting
treatment for your acquisition of FCI.
Fast Cash International, Ltd.
Financial Statements, page 1
9. We note your revisions related to our prior comments 35, 36 and
37. While the revised financial statements provided for Map
Financial Group appear appropriate, we do not understand why you
have
altered the financial statements of FCI. Since FCI acquired the
subsidiaries on July 14, 2008 in an apparent recapitalization, the
financial statements of FCI should include the historical
financial
information of Financial Services, Inc. and Affiliates as of an
appropriate interim period, December 31, 2007 and 2006. Please
see
our prior comment 35 for an explanation of how the financial
statements of a recapitalized company should appear. We will not
object to the financial statements of FCI in the form in which
they
were presented in your Form S-1 filed on September 29, 2008.
10. As a related matter, please revise Note 8 to properly describe
the transaction and the related accounting treatment.
Note 2 - Significant Accounting Policies, page 5
Write-Off Method Used to Record Bad Debts, page 8
11. We note your response and revisions in response to our prior
comment 40. Please continue your revisions by amending your
footnotes to include the analysis presented in your response
letter,
in accordance with our prior comment. Additionally, please
explain
how you compute the allowance as you have currently described it
as
"based on an average percentage (0.57)%."
12. Furthermore, please revise your disclosure to state you wrote
off
bad debts totaling 0.34% and 0.80% of loans "issued" during 2007
and
2006, respectively.
Note 7 - Commitments and Contingencies, page 9
Agreements, page 10
13. We note your revisions on page 10 with respect to our prior
comment 42. Please continue your revisions to state that the
Chief
Operating Officer of the company controls NBL Technologies, in
accordance with paragraph 2a of SFAS 57. Additionally, please
disclose the actual dollar amount of fees paid to NBL
Technologies,
in accordance with paragraph 2c of SFAS 57. Please tell us how
the
$22,088 paid to NBL Technologies reconciles to "2.15% of income
generated for July 14 through July 31, 2008." Lastly, please
revise
to explain the relevance of citing the period from July 14 to July
31, 2008 as opposed to the seven months ending July 31, 2008.
14. As a related matter, we note that you have not revised the
footnotes to the financial statements as of December 31, 2007 with
respect to comment 42. Please revise accordingly or explain to us
your reason for not including appropriate disclosure.
Exhibit 23
15. Provide a current consent of the independent accountant in any
amendment.
* * * * *
As appropriate, please amend your registration statement 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 information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Babette Cooper, Staff Accountant at
(202)551-
3396 or Amit Pande, Assistant Chief Accountant at (202)551-3423 if
you have questions regarding comments on the financial statements
and
related matters. Please contact Allicia Lam at (202) 551-3316 or
me
at (202)551-3434 with any other questions.
Sincerely,
Michael R. Clampitt
Staff Attorney
cc: By fax (516) 887-8250
Michael Sufott
David Lubin & Associates, PLLC