SecProbe.io

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

MAIL STOP 3561

      	October 28, 2005

Mr. Steven Halverson, President and CEO
Canyon Bancorporation
7981 North Oracle Road
Tucson, Arizona 85704

      Re:	Canyon Bancorporation
      Offering Statement on Form 1-A
   File No. 24-10129
		Filed September 29, 2005

Dear Mr. Halverson:

      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
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 Comments
1. Please ensure that any commas and decimals are used
appropriately.
For example, on page 31 you report that "[i]nterest income on
loans
for the year 2004 total 2,970 million ..."
2. We note your disclosure that Canyon Bancorporation was formed
in
2004 to hold all of the common stock of Canyon Community Bank.
Please tell us how the stock exchange was completed under the
federal
securities laws.

Special Considerations, page 3
3. Please change the title of this section to "Risk Factors."
4. Please revise your discussion to include, or advise why no
revision is necessary, any material risk associated with the
change
in control agreements with top management, including, but not
limited
to, making a potential acquisition of the company less likely.

Terms of the Offering, pages 5-6
5. We note your reservation of broad discretion in rejecting
subscription agreements.  Please disclose the time-frame for
notifying a subscriber of your intention to reject their offer,
and
the timeframe for the return of their funds. If the company does
not
have a time-frame for returning funds following the rejection of
subscription agreements, please state so and explain the reason
for
not having a time-frame.

Purchase Intentions of Directors and Executive Officers, page 7
6. In your discussion of your director and officer ownership
percentage post-financing you disclose that the directors and
officers as a group will likely own 20.92% of the shares
outstanding.
Please disclose whether this percentage is based on a fully
subscribed offering or a less than fully subscribed offering.
Please
clarify the presentation on pages 39-40 as to whether the shares
beneficially owned by officers and directors include the 28,111
shares that they intend to purchase in the offering.

Dilution, page 7
7. In your dilution calculation we note that you exclude stock
options which are currently exercisable at exercise prices below
the
$36/share issuance price.  Please expand your disclosure to
briefly
describe the impact of the exercise of these options on the
dilution
per share to new investors.

Use of Proceeds, page 9
8. We note that in the Spring 2005 edition of Canyon Connect,
management discussed plans to open an additional branch location
in
2007.  Currently you do not discuss this plan.  Please advise us
whether the company still has such a plan, and if so, please
disclose
in your offering circular where appropriate.

Business, page 9
9. On F-23, we note you had borrowings from the Federal Home Loan
Bank of $3,365,000 at December 31, 2004.   Please revise your
filing
to include disclosures required by Item VII of Industry Guide 3
for
each reported period.

Property, page 11
10. We note your disclosure that you are currently renting 8,051
sq.
ft. at two of your branch locations.  Please revise your
discussion,
or advise us why no revision is necessary, to address any
restrictions imposed on the real estate activities of national
banks.

Market Area and Competition, page 13
11. In discussing your competitors in the first paragraph under
this
heading you state that "[t]hese banks range in size from
approximately $170 million to under $90 million."  Please clarify
whether these figures refer to total bank loans, total bank
assets,
or some other financial measure.

Loan Policy, page 15
12. We note your disclosure that the company makes loans under a
written loan policy which limits each loan officer to a defined
lending authority.  Please expand your discussion of the lending
policy to discuss the more significant controls and procedures.
Loan Portfolio: Loans Receivable, page 15
13. We note your disclosure on page 16 of maturities and interest
sensitivities of your loan portfolio at June 30, 2005.  Please
revise
your disclosure to include this data as of December 31, 2004, as
required by Item III(B) of Industry Guide 3.
Investment Policy, page 20
14. Please expand your disclosure to provide a discussion of the
significant components of your investment portfolio.  Disclose
what
your investment strategy is when certain economic conditions
persist
(e.g. low interest-rate environment or vice-versa) and its impact
on
your investment portfolio.  Please include in your discussion the
impact that these economic conditions (e.g. the value of mortgage
backed securities is inversely correlated to changes in market
interest rates) may have on your results of operations (e.g.
realized
gains or losses and investment income) and liquidity (e.g.
investment
turnover and yields).

Deposits, page 25
15. In reviewing your disclosures we were unable to locate your
presentation of the average rate paid on each deposit category.
Please advise us of the location of this disclosure or revise to
include the disclosure.  Your attention is directed to Industry
Guide
3 V. Deposits A.  Note that a similar comment applies to Short-
Term
Borrowings as we were unable to locate this discussion.

Credit Risk Management and Allowance for Loan Losses, page 26
16. In the first full paragraph under this heading you refer to
the
"risk sensitive nature of Canyon Community Bank."  Please clarify
what you mean by risk sensitive.

Summary of Credit Loss Experience, page 27
17. Please disclose whether your presentation of loan loss
experience
represents a "gross" figure, or whether potential losses have been
reduced by recoveries from security interests and/or mortgages.
In
addition, please consider expanding your Management`s Discussion
and
Analysis to include any sensitivity the company might have to
changes
in the value of loan collateral that might make past results not
indicative of future results.

Loan Loss Reserves Allocation, page 28
18. We note your presentation of the Loan Loss Reserve on page 28
presents different categories than your presentation on page 16.
Please explain the make-up of different categories in your
disclosure.  For example, on page 28, have you merely moved "Real
Estate: Construction" (from page 16) to its own category?  Does
"Real
estate" as used on page 28 include only "Real Estate:  Commercial"
and "Real Estate:  Residential"?
Risk Elements - Nonaccrual, Past Due and Restructured Loans, page
28
19. Please revise your filing to include disclosures required by
Item
III(C)(1) of Industry Guide 3 for the fiscal year ended December
31,
2003 and disclosures required by Instruction (2) to Item III(C)(1)
of
Industry Guide 3 for the interim period ended June 30, 2005.

Risk Elements-Nonaccrual, Past Due and Restructured Loans, page 29
20. We note that your tabular presentation contains no lost
interest
associated with the non-accrual loans for the years ended 2004 and
2003.  Please advise us why there was no lost interest associated
with these loans, or revise the disclosure.

Management`s Discussion and Analysis, page 30
21. Please revise your discussion, or advise us why no revision is
necessary, to address any off balance sheet commitments,
including,
but not limited to, letters of credit which could cause future
results to differ from past results.

Capital Requirements, page 34
22. Please provide additional disclosures of future material
capital
expenditures that you expect to incur in the next twelve months
(e.g.
opening a new branch).  Include the sources of capital for each of
the material expenditures.

Asset Quality, page 35
23. We note your disclosure that your Allowance for Loan and Lease
Losses increased by $207 thousand during the first six months of
2005.  Please explain the reason for this increase.

Directors and Executive Officers, page 35
24. Please provide more details on the business experience of your
management.  For example, as a general matter, the disclosure
should
provide the following for each principal occupation or employment
held by management within the last five years, or any longer time
period that you voluntarily cover:  the name and duties of each
position; the entity with which the position was held; the
business
activities of the entity; and the beginning and ending dates of
each
position by month and year.
25. In Mr. Gibson`s biography you state that he is active in SAMCA
and SAHBA.  Please identify and describe these organizations in
your
disclosure.
26. Our research indicates that Mr. Halverson has relationships
with
Thornydale and Horizon Hills Drive, LLC and Oracle & Magee
Investors,
LLC.  Please tell us the nature of these relationships and advise
us
of the basis for their exclusion from the discussion of Mr.
Halverson`s business background and/or the company`s related party
disclosures.

Remuneration of Directors and Officers, page 37
27. Please clarify whether the aggregate remuneration includes any
non-cash items, including, but not limited to, stock option
grants.
Your attention is directed to Instruction 1 of Item 9(a) and Item
9(b).

Stock Option Plans, page 39
28. In the second full paragraph you disclose that you have 28,864
options outstanding.  Please disclose the exercise price of these
options or advise us why no disclosure is necessary.
29. We note your disclosure that you intend to increase your
option
pool following the offering "to a level that will at least
maintain
the current proportion of available options to outstanding
shares."
Please quantify the likely range of the option pool increase in
your
disclosure.

Security Ownership of Management and Certain Shareholders, page 39
30. Please disclose whether the tabular presentation of amounts
beneficially owned by officers and directors includes the 28,111
shares that the officers and directors intend to purchase in the
offering.  In addition, please separately present the amount owned
before the offering, and the amount owned after the offering, if
different.  Please refer to Item 10.

Stock Options, page 41
31. Please clarify your use of the terms "vested" and
"exercisable"
in the three footnote paragraphs below your table.  Specifically,
is
there a difference between vested and exercisable?  Please also
clarify the dates on which currently outstanding grants will vest.
32. Please provide Item 10(d) information for all officers and
directors as a group.

Certain Transactions and Relationships, page 41
33. In the second paragraph under the heading, we note your
disclosure is based upon entities in which your directors or
officers
have a 20% or more beneficial interest.  Please advise us why 20%
was
chosen.  Your attention is directed to Offering Circular Model B,
Item 11 Instruction 2(a) for further consideration.

Description of Common Stock, page 46
34. Please disclose the basis for the statement that, "[s]hares of
Canyon Bancorporation common stock are fully paid and non-
assessable."  If you are relying on an opinion of counsel, please
disclose and file the opinion as an exhibit to the offering
statement.   In this regard, we note that the legality opinion
filed
as an exhibit to the offering statement covers only the securities
offered in the Regulation A offering.

Part F/S

Financial Statements for the Six Months Ended June 30, 2005

General
35. Please revise the interim financial statements as necessary to
address the applicable comments below related to the financial
statements for the years ended December 31, 2004 and 2003.
Notes to Unaudited Consolidated Financial Statements
General
36. With regard to your stock option plan, please revise to
include
the minimum required disclosures of APB 28, as amended by SFAS
148.
Note 4 - Regulatory Capital Requirements, F-7
37. The data in the table disclosing your capital ratios as of
June
30, 2005 is not consistent with ratios disclosed on page 34.
Please
advise or revise.
Financial Statements for the Fiscal Years Ended December 31, 2004
and
2003

Independent Auditor`s Report, F-8
38. Please advise your auditor to revise their report to indicate
their audit was conducted in accordance with the standards of the
Public Company Accounting Oversight Board (United States) as
discussed in PCAOB Auditing Standard One.
Consolidated Statements Income, F-10
39. Please revise to include earnings per share information and
related disclosures for each period presented in accordance with
SFAS
128, Earnings per Share.

Employee Stock Option Plan, Exhibit 6.1
40. In reviewing the Employee Stock Option Plan and Form in
Exhibit
6.1 and 6.2 we note that the agreements reference shares of the
bank.
The bank is defined in Exhibit 6.1 to be Canyon Community Bank,
N.A.
and its subsidiaries.  Neither agreement references Canyon
Bancorporation.  Please explain whether the shares issued under
the
Employee Stock Option Plan relate to the bank or the bank holding
company.  This comment would also apply to Exhibit 6.3 Director
Non-
Qualified Stock Option Plan.  Please file as exhibits any plan
amendments that provide for the issuance of bank holding company
shares, rather than bank shares.

Consent of Independent Certified Public Accountants, Exhibit 10.1
41. Please provide a current dated consent of the independent
accountants with your amended filing in accordance with Part III-
Exhibits Item 2(10) of the Form 1-A general instructions.

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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 qualification date of the pending offering
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 qualified, 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 qualified, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and