Mail Stop 4561 December 17, 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.
Amendment Number 3 to Registration Statement on Form S-1
Filed December 12, 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
Accounts Receivable, Loss History, Credit Quality and Aging of
receivables, page 36
1. Please revise to include an aging table as of your most recent
balance sheet date. Also, please provide us with an aging table
as
of July 31, 2008. In your aging table, please provide the amount
of
receivables greater than 180 days, if applicable. If you have any
receivables greater than 180 days, please tell us why you believe
they are still collectible.
2. Please tell us why you believe your accounting policy of not
writing off receivables that are older than 120 days until all
collection efforts have failed is considered in accordance with
generally accepted accounting principles.
3. As a related matter, please explain to us why you would not
write-
off receivables at 180 days past due which appears to be a common
industry practice of other companies operating in your industry
regardless of jurisdiction of operation, collection challenges and
other unique operating conditions, etc.
4. Please revise to disclose your collection process and when you
make the determination that all collection efforts have failed,
including the maximum number of days you would continue attempting
to
collect before you would deem the amount uncollectible leading to
a
write-off of the balance.
5. Please revise to disclose how the current negative
environmental
conditions have impacted your business.
6. In your response to comment 3 of our letter dated December 11,
2008, you state you have recently hired personnel dedicated to
collections. Please tell us if your collections have improved
since
hiring the personnel and if so, quantify how your collections have
improved since the hiring. Please also tell us the date you hired
the dedicated personnel.
7. In your response to comment 3 of our letter dated December 11,
2008, you state you have taken aggressive legal pursuit of claims
against past-due debtors. Please explain to us and revise your
filing to state at what point you pursue legal claims against
past-
due debtors and quantify how your collections have improved from
this
process.
Financial Statements
8. Please note the updating requirements for the financial
statements
and related disclosures pursuant to Rule 3-12 of Regulation S-X
and
include 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 John Nolan, Senior Assistant Chief Accountant at (202)551-
3492 if you have questions regarding comments on the financial
statements and related matters. Please contact 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