SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

MAIL STOP 05-11

March 15, 2005

Stephen G. Luke, Chief Executive Officer
Nationwide Financial Solutions, Inc.
3231 S. Country Club Way, Suite 102
Tempe, Arizona  85282

      Re:	Nationwide Financial Solutions, Inc.
   Registration Statement on Form SB-2
      File No. 333-120428
      Amendment No. 1 Filed February 24, 2005

Dear Mr. Luke:

      We have reviewed your amended 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 supplemental information so 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.

General

1. We note that the shares being offered by officers, directors,
affiliates and control persons will be offered at a fixed price of
$2.00 per share for the duration of the offering.  In the selling
shareholder section, please identify these individuals.  Since the
shares offered by these persons are deemed to constitute a primary
offering, the offering must be prompt and continuous for the
duration.  As such, please indicate the termination date for the
offering by these persons.  See Rule 415(xi) and (a)(2) of the
Securities Act.

2. You disclose that the shares issued to creditors and equity
security holders of New Bridge are "free trading" pursuant to
provisions of the US Bankruptcy Code.  Advise as to the provision
of
the Code you are relying upon and supplementally provide the basis
for your belief that the shares are "free trading."   In addition,
supplementally advise as to the applicability of Staff Legal
Bulletin
4 with respect to the spin-off.

3. It is not clear to what extent your company utilizes the
federal
and state bankruptcy and insolvency statutes in assisting its
clients.  Please clarify throughout.  In addition, discuss the
pending revisions in the federal bankruptcy laws which appear to
include provisions that may make personal bankruptcy more
difficult
and less attractive for your clients.

Summary, page 1

4. We remain unclear as to the reason why your insurance did not
cover the loss caused by the fire.  Please discuss hereunder and
indicate whether you have remedied this situation.

Management`s Discussion and Analysis of Results of Operations and
Financial Condition, page 10

5. In your discussions of Cash Flow - Operating Activities, you
appear to have reiterated the fluctuations in the Balance Sheet
accounts as reflected in the Statement of Cash Flows without
providing an explanation of the underlying reasons behind the
fluctuations.  Please revise your disclosures accordingly.

6. You disclose at the top of page 19 that you procured $950,000
through the issuance of 975,000 shares during the 6 months ended
12/31/04.  We are unable to locate these shares in Item 26 of Part
II.

7. Concerning the repayment of the ISI loans, please indicate on
page
17 (and under Related Party and Other Transactions on page 33) the
repayment was other than in cash and in full.

Business, page 22

8. Please disclose the identity for all promoters and affiliates
of
predecessors of the company.  In this regard, it would appear New
Bridge falls within the definition of a "predecessor" as contained
in
Rule 405 of Regulation C of the Securities Act.  As such, the
business and background of that company must be discussed
hereunder
as required by Item 101 of Regulation S-B.

Security Ownership of Certain Beneficial Owners and Management,
page
28

9. Reconcile the number of shares beneficially owned by William
Luke
with the number offered for resale in the selling shareholder
table.
Selling Stockholders, page 30

10. We note that the shares issued to Pursuit have been
distributed
to the LLC`s members.  Please identify these individuals.

Related Party and Other Material Transactions, page 33

11. Please indicate the nature of your relationship with Shalimar.

Description of Capital Stock, page 33

12. We note reference to various warrants but are unable to locate
these in Item 26 of Part II.

Financial Statements

Statement of Operations

13. We note the reclassifications between Cost of Revenues,
Selling
and Marketing, and General and Administrative expenses for the
years
ended June 30, 2004 and June 30, 2003.  Please tell us
supplementally
(and revise to describe) the reason for the reclassifications.

14. You need only present interim financial statements for the
year-
to-date periods in a registration statement.  Revise to delete the
quarterly statements of operations for the three months ended
December 31, 2004 and 2003 and reference to the three month period
in
the notes to the financial statements.  Refer to Item 310(b) of
Regulation    S-B.

Part II

Item 26. Recent Sales of Unregistered Securities

15. Based on the current number of shares outstanding, it appears
shares have been issued since you filed your registration
statement
on November 12, 2004.  Please disclose the exemption relied upon
and
related information as required by Item 701 of Regulation S-B.  We
remind you that with limited exception, an issuer risks
integration
of a private placement concurrent with a public offering. See
Black
Box Inc. (June 26, 1990).

Item 27.  Exhibits

16. Revise your legality opinion to indicate that the opinion
opines
upon Nevada law, including the statutory provisions, all
applicable
provisions of the Nevada Constitution and all reported judicial
decisions interpreting those laws.  See prior comment 55.  In
addition, the opinion does not appear to include all shares being
registered.

17. We note your response to prior comment 56 regarding "public
stockholders" and we reiterate our confusion.  Since there is no
public market for your shares, how are these individual deemed
"public stockholders"?  In addition, please provide the basis for
your conclusion that failure to register the shares within 45 days
did not create "any contingencies for any liabilities" to you.

18. We are unable to locate Mr. Luke`s payment guarantee.

Closing Comments

      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 supplemental 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 will consider a written request for acceleration of the
effective date of the registration statement as a 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.

      Any questions regarding the financial statements may be
directed to Babette Cooper at (202) 824-5069.  Questions on other
disclosure issues may be directed to William Bennett at (202) 942-
0135.

							Sincerely,

							John Reynolds, Assistant
Director
							Office of Emerging Growth
Companies

cc:	Gary A. Agron, Esq.
      Fax: (303) 770-7257

??

??

??

??

Nationwide Financial Solutions, Inc.
Page 1

</TEXT>
</DOCUMENT>