================================================================================
HARRISON LAW, P.A.
================================================================================
Diane J. Harrison 8955 U.S. Hwy 301 N., No. 203
Bar Admissions: Nevada and Florida Parrish, Florida 34219
www.harrisonlawpa.com Phone: (941) 723-7564
Fax: (941) 531-4935
diane@harrisonlawpa.com
July 31, 2012
VIA EDGAR
Securities and Exchange Commission
100 F. Street, NE
Washington, D.C. 20549-7410
ATTENTION: Kevin Dougherty, Staff Attorney
RE: First Independence Corp. ("the Company")
Amendment No. 2 to Registration Statement on Form S-1
File No. 333-180655 Filed May 21, 2012
Dear Mr. Dougherty:
In response to your letter of July 24, 2012 addressed to the Company with your
comments on the Company's Registration Statement on Form S-1, filed June 28,
2012, we herewith transmit the Company's Third Amended Registration Statement on
Form S-1 in response. Below, for your ease of reference, are our responses to
your comments, which are numbered in a corresponding manner. For your
convenience, we have included each of the Staff's comments before each of the
Company's responses. References in this letter to "we," "our" or "us" mean the
Company as the context may require.
Financial Statements
1. Please file updated financial statements in accordance with Rule 8-08 of
Regulation S-X. Please also update all related disclosures, such as management's
discussion and analysis of financial condition and results of operations.
RESPONSE:
Financial statements were updated to include the period ended May 31, 2012
We trust that you will find the foregoing responsive to the comments of the
Staff. Please direct any comments or questions regarding this letter or the
Registration Statement to the undersigned at (941) 723-7564, facsimile
941.531.4935, or e-mail at diane@harrisonlawpa.com.
Sincerely,
/s/ DIANE J. HARRISON
Diane J. Harrison, Esq.
Enclosure(s):
1. First Independence Corp.'s Form S-1/A-3 Registration Statement