Mail Stop 4561 February 25, 2009
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 4 to Registration Statement on Form S-1
Filed February 10, 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
Summary Consolidated Financial Information, page 3
1. The basic and diluted net profit (loss) per share data
presented
on page 4 does not agree with the same ratios presented in the
financial statements as of September 30, 2008 and 2007 and
December
31, 2008 and 2007. Please revise the document to provide
consistent
information.
Accounts Receivable, Loss History, Credit Quality and Aging of
receivables, page 36
2. In the second paragraph on page 36, you state that "[i]ncome
from
service and other related fees is recognized when earned, on the
date
of inception for each loan,..." Additionally, in the first
paragraph
on page 26 you state that certain fees "are added to the principal
amount of the loan at inception." Please clarify to us and revise
the filing as needed to clarify if service and fee income is
recognized when earned or on the date of inception. Please refer
to
SFAS 91 as needed.
3. We note your disclosure describing your collection process on
page
37. Please revise to disclose at what point you consider
collection
efforts are exhausted and the related timing of loan charge-offs.
4. You state that your historical experience has yielded a 97.7%
collection rate on your loans. We note the chart on page 26
indicating the amount of lending you have done and note that your
lending practices ramped up considerably during 2007 and were
somewhat limited before such time. Please tell us why your
limited
historical experience in lending is considered adequate to
substantiate your allowance policy of establishing reserves for
100%
of balances 180 days past due, 50% of balances 150 days past due
and
3% of all other accounts receivable. Also, please tell us how you
calculated your historical collection rate of 97.7%.
5. In the third paragraph on page 37 you state, "[i]f the amount
of
the delinquency justifies the expense, the account may ultimately
be
referred to a lawyer that specializes in collections." In the
event
that the loan amount does not justify the expense, please tell us
if
you immediately charge-off the loan. If you do not charge-off the
loan please tell us the reasons you would not in this
circumstance.
6. Please clarify to us and revise the filing to state how often
your
legal claims result in collection of the delinquent loan balances.
Please disclose the percentage of loan balances that are collected
pursuant to these legal claims.
Financial Statements
7. 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.
Note 2 - Significant Accounting Policies, page 5
Accounts receivable and Allowance for Doubtful Accounts, page 7
8. We note your response to our comments issued in our letter
dated
December 17, 2008. Please revise the notes to your financial
statements to include your allowance for loan loss policy, as
described on page 36 of the document.
* * * * *
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