SecProbe.io

CORRESP
 1
 filename1.htm

 cfnbresponse20250605.htm - Generated by SEC Publisher for SEC Filing

 California First Leasing Corporation

 ‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗

 June 5, 2025

 Via EDGAR Correspondence

 Division of Corporation Finance

 Office of Mergers & Acquisitions

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

 Attention: Perry Hindin

 RE:

 California First Leasing Corporation

 Schedule TO-I filed May 20, 2025

 File No. 005-39261

 Dear Mr. Hindin:

 This letter is being delivered to respond to the comments from the staff (the " Staff ") of the United States Securities and Exchange Commission (the “ Commission ”) provided in a letter dated May 29, 2025 (the " Comment Letter ") to California First Leasing Corporation (the “ Company ”) related to the Company’s Schedule TO-I filed with the Commission on May 20, 2025.

 The Staff’s comments set forth in the above-mentioned Comment Letter are reproduced below in italics, followed by the Company's responses.

 Schedule TO-I filed May 20, 2025; Offer to Purchase

 Important, page ii

 1.

 Refer to the disclosure on page iii indicating that “[t]his Offer to Purchase contains forward-looking statements within the meaning of the federal securities laws ” along with the section entitled “Cautionary Note Regarding Forward-Looking Statements” on page 7 (emphasis added). We remind you that the safe harbor protections for forward-looking statements contained in the federal securities laws do not apply to statements made in connection with a tender offer. See Section 27A(b)(2)(C) of the Securities Act, Section 21E(b)(2)(C) of the Exchange Act and Question 117.05 of the Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3 Compliance and Disclosure Interpretations (January 26, 2009) available at www.sec.gov. Please revise the disclosure accordingly .

 Response : In response to the Staff’s comment, the Company has removed references to the forward-looking statement safe harbor and other references to forward-looking statements through a supplement to the original Offer to Purchase (the “Supplement”) by 1) deleting the last four paragraphs from page iii of the original Offer to Purchase, 2) deleting the line “ CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ” from the table of contents on page iv of the original Offer to Purchase, and 3) deleting the section “CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS” in its entirety from pages 7 and 8 of the original Offer to Purchase.

 5000 Birch Street, Suite 500, Newport Beach, California 92660

 Phone: 800-496-4640 949-255-0500 www.calfirstlease.com

 California First Leasing Corporation

 Conditions of the Tender Offer, page 18

 2.

 A tender offer may be conditioned on a variety of events and circumstances if they are not within the direct or indirect control of the offeror. The conditions also must be drafted with sufficient specificity to allow for objective verification that the conditions have been satisfied. Refer to Question 101.01 of the Tender Offer Rules and Schedules Compliance and Disclosure Interpretations (March 17, 2023). Please revise the following conditions so that they are objectively determinable.

 · “there shall have been threatened , instituted or pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person…”

 · “there shall have been any action threatened , pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened …”

 Response : In response to the Staff’s comment, the Company has revised paragraphs (1) and (2) on page 18 of the original Offer to Purchase in the Supplement to delete the word “threatened” from each of these conditions of the tender offer.

 Incorporation by Reference, page 21

 3.

 Where a filing person elects to incorporate by reference the information required by Item 1010(a) of Regulation M-A, all of the summarized financial information required by Item 1010(c) must be disclosed in the document furnished to security holders. See Instruction 6 to Item 10 of Schedule TO and Telephone Interpretation I.H.7 in the July 2001 supplement to our “Manual of Publicly Available Telephone Interpretations.” Please revise your disclosure to include the information required by Item 1010(c) of Regulation M-A and disseminate the amended disclosure as required by Exchange Act Rule 13e-4(e)(3).

 Response : In response to the Staff’s comment, the Company has determined not to incorporate by reference the information required by Item 1010(a) of Regulation M-A and has updated the original Offer to Purchase accordingly pursuant to the Supplement. In accordance with Instruction 2 to Item 10 of Schedule TO, the Company has determined that the Company’s financial condition is not material to shareholder’s decision whether to sell, tender or hold the securities as the consideration consists soley of cash, the offer is not subject to any financing condition and the Company files reports under Section 13 of the Exchange Act on EDGAR. Because the information required by Item 1010(a) of Regulation M-A is no longer included in the Offer to Purchase, the summarized financial information required by Item 1010(c) of Regulation M-A is no longer required.

 If you have any questions with respect to the foregoing, please do not hesitate to contact the undersigned at (949) 255-0667; email: ljewett@calfirstlease.com. Alternatively, you can contact our outside legal counsel at Sheppard, Mullin, Richter & Hampton LLP: Joshua Dean (telephone: (714) 424-8292; email: jdean@sheppardmullin.com) or Jason R. Schendel (telephone: (650) 815-2621; email: jschendel@sheppardmullin.com).

 Sincerely,

 /s/ S. Leslie Jewett

 S. Leslie Jewett

 Chief Financial Officer

 Enclosures

 cc: Patrick E. Paddon, California First Leasing Corporation

 Joshua A. Dean, Sheppard, Mullin, Richter & Hampton LLP

 Jason R. Schendel Sheppard, Mullin, Richter & Hampton LLP,

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 29, 2025

S. Leslie Jewett
Chief Financial Officer
California First Leasing Corporation
5000 Birch Street, Suite 500
Newport Beach, CA 92660

 Re: California First Leasing Corporation
 Schedule TO-I filed May 20, 2025
 File No. 005-39261
Dear S. Leslie Jewett:

 We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

 Please respond to these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

 After reviewing your response to these comments, we may have additional
comments.

Schedule TO-I filed May 20, 2025
Important, page ii

1. Refer to the disclosure on page iii indicating that [t]his Offer to
Purchase contains
 forward-looking statements within the meaning of the federal securities
laws along
 with the section entitled Cautionary Note Regarding Forward-Looking
Statements
 on page 7 (emphasis added). We remind you that the safe harbor
protections for
 forward-looking statements contained in the federal securities laws do
not apply to
 statements made in connection with a tender offer. See Section
27A(b)(2)(C) of the
 Securities Act, Section 21E(b)(2)(C) of the Exchange Act and Question
117.05 of the
 Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3
 Compliance and Disclosure Interpretations (January 26, 2009) available
at
 www.sec.gov. Please revise the disclosure accordingly.
Conditions of the Tender Offer, page 18

2. A tender offer may be conditioned on a variety of events and
circumstances if they are
 May 29, 2025
Page 2

 not within the direct or indirect control of the offeror. The conditions
also must be
 drafted with sufficient specificity to allow for objective verification
that the conditions
 have been satisfied. Refer to Question 101.01 of the Tender Offer Rules
and
 Schedules Compliance and Disclosure Interpretations (March 17, 2023).
Please revise
 the following conditions so that they are objectively determinable.
 there shall have been threatened, instituted or pending any
action or proceeding
 by any government or governmental, regulatory or administrative
agency,
 authority or tribunal or any other person
 there shall have been any action threatened, pending or taken, or
approval
 withheld, or any statute, rule, regulation, judgment, order or
injunction
 threatened
Incorporation by Reference, page 21

3. Where a filing person elects to incorporate by reference the information
required by
 Item 1010(a) of Regulation M-A, all of the summarized financial
information required
 by Item 1010(c) must be disclosed in the document furnished to security
holders. See
 Instruction 6 to Item 10 of Schedule TO and Telephone Interpretation
I.H.7 in the July
 2001 supplement to our Manual of Publicly Available Telephone
Interpretations.
 Please revise your disclosure to include the information required by
Item 1010(c) of
 Regulation M-A and disseminate the amended disclosure as required by
Exchange
 Act Rule 13e-4(e)(3).
 We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

 Please direct any questions to Perry Hindin at 202-551-3444.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers
& Acquisitions
cc: Jason Schendel
</TEXT>
</DOCUMENT>

CORRESP
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filename1.htm

   cfnbresponse20240731.htm - Generated by SEC Publisher for SEC Filing

   California First Leasing Corporation

   ‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗

                                                                                    July 31, 2024                               Via Edgar

John F. Kernan

Office of Chief Accountant

Division of Investment Management

Securities and Exchange Commission (“SEC”)

100 F Street, NE

 Washington, DC 20549-8626

Re:       California First Leasing Corporation

Dear Mr. Kernan:

This correspondence responds to comments that California First Leasing Corporation (“Company”) received verbally from you on July 2, 2024. To assist your review, the numbered comments below correspond to the numbered comments conveyed, with the Company’s response to each comment just below.

1.       Provide management’s SAB 99 materiality assessment or related analysis of the impact on previously issued financial statements since CFNB registered under the 40 ACT of its accounting for the leases under Section 842 instead of Section 946-325. In the response add any ASC 250 implications (Accounting Changes and Error Corrections) as a result of your assessment, and plans to provide readers of the financial statements with meaningful disclosure of the fair value of leases.

The Company has not conducted a SAB 99 materiality assessments related to its accounting for leases under Section 842 as presented in its registration statement on Form N-2, dated, and assumed to be effective as of July 20, 2022 (“N-2”), and subsequent financial statement filings for fiscal years ended June 30, 2022 and 2023 and interim periods ended December 31, 2022 and 2023. Staff Accounting Bulletin No. 99 (“SAB 99”) addresses the handling of material errors identified in previously-issued financial statements. The premise of the SEC inquiry seems to be that there is an error in the Company’s financial statements. We and our accountants do not believe there was or are any errors. We previously addressed the Company’s assessment of its accounting for leases in correspondence to the SEC in July and August 2022 and that documentation still stands true. We have attached the relevant excerpts as Exhibit A.

At the risk of  being redundant, it is relevant to recall the context of the Company’s registration as an investment company in 2022 and history prior thereto, as it is unique.

a)    From May 2001 through February 2021, the Company operated as a bank holding company. At June 30, 2022, prior to the effective date of the N-2, all leases had been booked in compliance with the only applicable generally accepted accounting principle (“GAAP”) of 2016-02, Leases (Topic 842, “ASC 842”).

o    70% of lease portfolio was booked prior to December 31, 2020 by California First National Bank, when the Company still operated as a bank holding company.

o    Another 25% of this portfolio was booked prior to January 1, 2022, again prior to any investment company considerations and in accordance with GAAP with no misstatements identified.

o    Accordingly, 95% of the lease portfolio at June 30, 2022 had been accounted for under ASC 842 and presented in financial statements filed with bank regulators (Office of the Comptroller of the Currency and Federal Reserve Board) through December 2020, and distributed to shareholders and OTC Market Group (“OTC”) through December 2021.

b)    At the time of its N-2 filing, the Company carefully considered the question of whether a change in accounting principle to be applied to leases was warranted. Among the topics considered were the following, some of which contradict each other:

o    842-30-35-2: After the commencement date, a lessor shall not remeasure the net investment in the lease unless the lease is modified, and that modification is not accounted for as a separate contract in accordance with paragraph 842-10-25-8.

o   842-35-25:  A lessor shall review the estimated residual value of leased property at least annually. If the review results in a lower estimated residual, the accounting for the transaction shall be revised and the reduction in value recognized as a loss. An upward adjustment of the estimated residual value shall not be made.

John F. Kernan

Division of Investment Management

July 31, 2024

Page 2

o    946-10-15-7:  An investment company also has the following typical characteristics:  e) It manages substantially all of its investments on a fair value basis.

o    946-10-25-3: An entity that subsequently is an investment company under this Topic as result of the reassessment of status shall account for the effect of the change in status from the date of the change in status (July 2022 forward, in our case).

o    ASC 250-10-20.  Accounting Changes: the implementation of a change in accounting principle should have consistent presentation for all periods presented within the financial statements.  The oldest leases in the portfolio were booked in fiscal 2018.

o    820-10-15-2: The Fair Value Measurement Topic does not apply as follows:

c.     To accounting principles that address fair value measurements for purposes of lease classification or measurement in accordance with Topic 840.

o   Section 2(a)41 of the 1940 Act provides for:

                                 i.       any security to be carried at cost, if it shall determine that such procedure is consistent with the general intent and purposes of this title;

                                ii.       valuation of securities at cost or other basis in cases where it may be more convenient to make its computations on such basis by reason of the necessity or desirability of complying with the provisions of any United States revenue laws or rules and regulations.

c)     The Company registered as an investment company under the 40 Act in 2022 solely because it met the definition based on investment securities representing over 40% of total assets. In other aspects, its activities, operations and source of income were quite distinct from fundamental investment characteristics defined under ASC 946:

o    It has not obtained funds from investors as an investment company.

o    It does not have any asset-based fees and it does not transact with shareholders on the basis of net asset value per share.

o    While the company manages its securities on a fair value basis, that is not the case with the lease portfolio where fair value is the not the primary measurement attribute used to evaluate returns.

o    The Company continues to be a C-corporation that accrues and pay taxes at the corporate level, which is unique and not generally assumed under ASC 946.

d)    The Company’s decision to not change its method of accounting for leases but still be compliant within the confines of ASC 946 is supported by 1) the non-substantive nature of the Company’s lease activities and portfolio, and 2) the economic benefit to shareholders of not undergoing a restatement of prior period financials for minimal benefit.

o   The Company has had minimal lease activity since its 40 Act registration, and the net investment in leases has become even more non-substantive, declining from 10% of total assets at June 2022 to less than 4% of total assets at June 30, 2024. Under $10 million of new leases have been added to the portfolio over the last two years.

   (dollars in thousands)

   6/30/22

   12/31/22 *

   6/30/23 *

   12/31/23

   6/30/24

   Net investment in leases *

   $21,630

   $14,697

   $14,173

   $11,216

   $9,269

   Average lease yield for period

   7.67%

   7.67%

   7.63%

   7.27%

   7.79%

     Average life of leases (months)

   12.8

   14.3

   14.5

   13.8

   12.9

   Total assets

   $216,516

   $212,516

   $227,438

   $233,284

   $261,027

   Leases as percent of assets

   10.0%

   6.9%

   6.2%

   4.8%

   3.6%

   New Leases Retained

   $6,834

   $3,155

   $3,904

   $1,584

   $1,252

   Cumulative New Leases Added

   $3,155

   $7,059

   $8,643

   $9,896

      (subsequent to June 30, 2022)

   Yield on New Leases Retained

   6.60%

   8.96%

   9.38%

   Risk Adjusted Discount Rate

   3.91%

   6.09%

   6.56%

     Interest Spread

   2.69%

   2.87%

   2.82%

    * Adjusted to exclude leases sold shortly after period close and reflect only leases retained.

      Does not include operating leases.

John F. Kernan

Division of Investment Management

July 31, 2024

Page 3

As to the question of providing readers of the financial statements with “meaningful disclosure of the fair value of leases”, we believe our existing disclosure provides the relevant information required to evaluate the book value of the lease portfolio, including a) tables of the average yield earned in each fiscal period; b) a maturity schedule showing the expected timing for receipt of lease payments; and c) credit quality metrics detailing risk ratings and payment status of the leases.  Any alternative estimate of the fair value of leases would be compromised by the lack of a ready market for lease receivables and exclusion of  residual investments and operating lease assets from the process. Moreover, the above table shows the average life of the leases across all periods to be 13-14 months -- the impact of even a 300-basis point increase in interest rates over the last two years is significantly limited by the short-term and amortizing nature of the receivables. As such, we believe the reported values for the leases have been determined in good faith to approximate the fair value of such assets in accordance with applicable accounting principles.

To augment disclosure, the footnote on leases in the 2024 annual report has been expanded to explicitly provide the average yield and maturity of the lease receivables at period end.

   The minimum lease payments receivable and estimated residual value are discounted using the internal rate of return method related to each specific lease. At June 30, 2024, a summary of the installments of minimum lease payments receivable due, and the expected maturity of the Company's estimated residual value are as follows. The weighted average maturity of the payments is 26 months and the weighted average yield is 8.9%.

       Lease

   Estimated

   Years ending June 30,

        Receivable

   Residual Value

   Total

   (in thousands)

   2025

   $

   5,222

   $

   22

   $

   5,244

   2026

   3,476

   23

   3,499

   2027

   1,164

   11

   1,175

   2028

   323

   38

   361

   2029

   60

   -

   60

   10,245

   94

   10,339

   Less unearned income

   (957)

   (13)

   (970)

   Less allowances

   (101)

   -

   (101)

   $

   9,187

   $

   81

   $

   9,268

2.     Pursuant to Reg S-X 6-07, gains and losses on securities in the income statement need to be separated between realized and unrealized gains

·         Beginning with the Statement of Operations for the year ended June 30, 2024, the Company will separately show realized and unrealized gains on securities.

We believe this response addresses the two questions posed verbally. We expect to release the 2024 annual report to shareholders around August 5, 2024 and file the N-CSR within 10 days thereafter. Should you have any further questions or comments, please do not hesitate to contact me at (949) 255-0667.

Very truly yours,

/s/ S. Leslie Jewett

S. Leslie Jewett

Chief Financial Officer

   cc:

   Kent Fisher, Eide Bailly LLP

   Patrick E. Paddon, CEO

Enclosure: Exhibit A

EXHIBIT A

RELEVANT EXCERPTS FROM PRIOR CFNB CORRESPONDENCE TO SEC

July 20, 2022 Letter to SEC

24.  Please advise the Staff
why the Fund’s equity securities for which market quotations are  readily available are being valued at
“fair value” rather than market value. Further, explain under what circumstances the Fund
will employ fair value and provide the Staff
with a summary of the fair value procedures approved
by the Fund’s Board of Directors.

The Company
adopted Accounting Standards Update (“ASU”) 2016-01 “Financial Instruments,
Recognition and Measurement of Financial Assets and Financial Liabilities”
(“ASU 2016-01”) as of July 1, 2018, the beginning of its 2019 fiscal year. The
explicit language of ASU 2016-01 provides that equity investments be measured
at “fair value”, and the Company’s disclosure since then hewed to the use of
language in the applicable accounting standard. In the case of readily
marketable equity securities such as the Company holds, fair value is equal to
market value. This is disclosed in the notes to our audited financial
statements that states that “Equity securities and a mutual fund investment
generally are reported at fair value by reference to the market closing or last
trade price”. The title of the relevant column in the chart on page 13 is
revised from “Fair Value” to “Market Value”.

The Company
employs fair value analysis generally in connection with assets without readily
available market prices: 1) booking leases under ASC 840 Leases, including estimating
residual values; 2) to meet disclosure requirements required in connection with
ASC Topic 820 Fair Value Measurements and Disclosures and ASC 825-50
Financial Instruments, currently only related to real estate loans; or 3)
to measure impairment of a collateral-dependent loan. Operationally, the
Company utilizes fair valuation in the negotiation of end of term sales prices
for property on true operating lease that provide for a purchase price based on
the fair market value of the property.

Under ASC 840, at commencement of the lease term finance
leases are recorded at the lower of the fair value of the asset or the present
value of the minimum lease payments (discounted at the interest rate implicit
in the lease). Under the assumption that the implicit rate of the lease is a
negotiated rate between unrelated parties, at commencement a lease as booked
under ASC 840 is recorded at fair value. With an average life of amortizing
leases of approximately 20-24 months, the fair value of leases does not vary
much over the term as a result of changing interest rates,
and book value will approximate fair value unless there is a credit impairment,
for which adjustment is made through a reserve for credit losses.

The
Company’s credit policy, approved by the Board, includes guidelines for
estimating lease property and residual values, where fair value is defined as
the price for which the property could be sold in an arm’s length transaction
between unrelated parties. For loans, the estimated fair value is calculated based on
discounted cash flow analyses, using interest rates currently being offered for
loans with similar terms to borrowers of similar credit quality and are based
on exit values and have been adjusted for credit risk.
The policy also addresses the use of third-party valuations if appropriate or
needed.

30.
Please confirm supplementally that the Company will follow the
accounting and accounting guidance
in FASB ASC 946, Financial
Services - Investment Companies.

The Company hereby confirms that it will follow the Accounting guidance
of ASC 946. A fundamental principle of ASC 946 is that substantially all assets
are managed on a fair value basis. Following the adoption of ASU Update 2016-01
on July 1, 2018, accounting for the Company’s investments conforms to guidance
under ASC 946 for investment companies.  Investments, consisting primarily of
equity securities and cash, at March 31, 2022 represented 87% of the Company’s
total assets and 92% of net assets, and this substantively supports the
position that the Company is following the accounting guidance for ASC 946.

31.
Please explain how the leases will be valued in accordance with
FASB ASC 820, Fair Value Measurement.

As stated in 820-10-15-2 and disclosed in Note 11 to the Company’s 2021
audited financials (page 47 of the N-2A), ASC 820 does not apply to fair value
measurements for the purposes of le

CORRESP
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filename1.htm

   cfnbresponse20231031.htm - Generated by SEC Publisher for SEC Filing

   California First Leasing Corporation

   ‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗

October 31, 2023

Via EDGAR Correspondence and Federal Express

   Division of Corporation Finance

   Office of Mergers & Acquisitions

   United States Securities and Exchange Commission

   100 F Street, NE

   Washington, DC 20549

   Attention Brian Soares and David Plattner

   RE:

   California First Leasing Corporation

   Schedule TO-I filed October 23, 2023

   File No. 005-39261

Dear Brian Soares and David Plattner:

This letter is being delivered to respond to the comments from the staff (the "Staff") of the United States Securities and Exchange Commission (the “Commission”) provided in a letter dated October 27, 2023 (the "Comment Letter") to California First Leasing Corporation (the “Company”) related to the Company’s Schedule TO-I filed with the Commission on October 23, 2023.

The Staff’s comments set forth in the above-mentioned Comment Letter are reproduced below in italics, followed by the Company's responses.

Schedule TO-I filed October 23, 2023; Offer to Purchase

Important, page ii

   1.

   Please revise the text in the section entitled "IMPORTANT" to replace the capital letters with lower case letters, in accordance with Plain English requirements.

Response:  In response to the Staff’s comment, the Company has revised the section entitled “IMPORTANT” to remove the all capital letters paragraphs.  These revisions and the other revisions mentioned below have been reflected in Amendment No. 1 to Schedule TO and Supplement No. 1 to the Offer to Purchase (the “OTP Supplement”), which have each been filed with the Commission on the date hereof.

Summary Term Sheet, page 1

   2.

   According to the fourth bullet point from the bottom on page 2, you condition your offer on there being "No change in law or in the official interpretation or administration of law, or relevant position or policy of a governmental authority with respect to any laws, applicable to the tender offer." This condition may be so broad as to render the offer illusory. Revise your disclosure so that the condition is specific and capable of objective verification when satisfied. Also, please tell us which condition in Section 6 this bullet point is intended to summarize.

5000 Birch Street, Suite 500, Newport Beach, California 92660

Phone: 800-496-4640    949-255-0500    www.calfirstlease.com

  California First Leasing Corporation

Response:  In response to the Staff’s comment, the Company has
removed the fourth bullet from the bottom of page 2 in the OTP Supplement.

  3.

  We note your statement of fact on
  page 3 that "the Company has determined that the transaction will not
  cause the Company to no longer be eligible to continue to trade on the OTCQX
  Premier Market." Please reconcile this statement with your belief stated
  on page 10 that you "do not believe that [y]our purchase of shares
  pursuant to the tender offer will negatively impact the eligibility of the
  remaining shares to continue trading on the OTCQX Premier Market

Response:  In response to the Staff’s comment, the Company has
revised page 3 in the OTP Supplement to clarify the expected impact of the
tender offer on trading of the Company’s common stock on the OTCQX Premier
Market.

  4.

  We note the question at the top
  of page 3 captioned "How will the tender offer affect the number of our
  shares outstanding and the number of record holders?" Please revise your
  disclosure to address how the tender offer will affect the number of record
  holders.

Response:  In response to the Staff’s comment, the Company has
revised page 3 in the OTP Supplement to clarify the expected impact of the
tender offer on the number of record holders.

Conditions of the Tender Offer, page 15

  5.

  The lead-in language to this section
  permits the Company to abandon the offer if the Company's Board of Directors
  determines that an event has occurred that "makes it inadvisable to
  proceed with the tender offer or with acceptance for payment or
  payment." This section as drafted appears to allow the Company to
  terminate the offer whenever its Board of Directors determines it is
  "inadvisable" to proceed, which appears to render the offer
  illusory, in contravention of Section 14(e) of the Exchange Act and
  Regulation 14E thereunder. In this regard, we also note similar language in
  the third bullet on page 2 and paragraph (3) on page 16. Please revise, or
  advise.

Response:  In response to the Staff’s comment, the Company has
revised the third bullet on page 2 and paragraph (3) on page 16 in the OTP
Supplement to clarify the terms of this condition.

If you have any questions with respect to
the foregoing, please do not hesitate to contact the undersigned at (949) 255-0667;
email: ljewett@calfirstlease.com. Alternatively, you can contact our outside legal
counsel at Sheppard, Mullin, Richter & Hampton LLP:  Joshua Dean (telephone:
(714) 424-8292; email: jdean@sheppardmullin.com) or Jason R. Schendel
(telephone: (650) 815-2621; email: jschendel@sheppardmullin.com).

Sincerely,

/s/ S. Leslie Jewett

S. Leslie Jewett

Chief Financial Officer

Enclosures

cc:    Patrick E. Paddon,
California First Leasing Corporation

        Joshua A. Dean, Sheppard,
Mullin, Richter & Hampton LLP

        Jason R. Schendel
Sheppard, Mullin, Richter & Hampton LLP,

United States securities and exchange commission logo
October 27, 2023
Patrick E. Paddon
Chief Executive Officer
California First Leasing Corporation
5000 Birch Street, Suite 500
Newport Beach, CA 92660
Re:California First Leasing Corporation
Schedule TO-I filed October 23, 2023
File No. 005-39261
Dear Patrick E. Paddon:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule TO-I filed October 23, 2023; Offer to Purchase
Important, page ii
1.Please revise the text in the section entitled "IMPORTANT" to replace the capital letters
with lower case letters, in accordance with Plain English requirements.
Summary Term Sheet, page 1
2.According to the fourth bullet point from the bottom on page 2, you condition your offer
on there being "No change in law or in the official interpretation or administration of law,
or relevant position or policy of a governmental authority with respect to any laws,
applicable to the tender offer." This condition may be so broad as to render the offer
illusory. Revise your disclosure so that the condition is specific and capable of objective
verification when satisfied. Also, please tell us which condition in Section 6 this bullet
point is intended to summarize.
3.We note your statement of fact on page 3 that "the Company has determined that the

 FirstName LastNamePatrick E. Paddon
 Comapany NameCalifornia First Leasing Corporation
 October 27, 2023 Page 2
 FirstName LastName
Patrick E. Paddon
California First Leasing Corporation
October 27, 2023
Page 2
transaction will not cause the Company to no longer be eligible to continue to trade on the
OTCQX Premier Market." Please reconcile this statement with your belief stated on page
10 that you "do not believe that [y]our purchase of shares pursuant to the tender offer will
negatively impact the eligibility of the remaining shares to continue trading on the
OTCQX Premier Market."
4.We note the question at the top of page 3 captioned "How will the tender offer affect the
number of our shares outstanding and the number of record holders?" Please revise your
disclosure to address how the tender offer will affect the number of record holders.
Conditions of the Tender Offer, page 15
5.The lead-in language to this section permits the Company to abandon the offer if the
Company's Board of Directors determines that an event has occurred that "makes
it inadvisable to proceed with the tender offer or with acceptance for payment or
payment." This section as drafted appears to allow the Company to terminate the
offer whenever its Board of Directors determines it is "inadvisable" to proceed, which
appears to render the offer illusory, in contravention of Section 14(e) of the Exchange Act
and Regulation 14E thereunder. In this regard, we also note similar language in the third
bullet on page 2 and paragraph (3) on page 16. Please revise, or advise.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Brian Soares at 202-551-3690 or David Plattner at 202-
551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

DIVISION OF
CORPORATION FINANCE   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

April 19, 2010

S. Leslie Jewett Chief Financial Officer California First National Bancorp 18201 Von Karman, Suite 800 Irvine, CA 92612
Re: California First National Bancorp  Form 10-K for Fiscal Period Ended June 30, 2009
Form 10-Q for Fiscal Period Ended September 30, 2009
 File No. 000-15641

Dear Ms. Jewett:
  We have completed our review of your Form 10-K for Fiscal Year Ended June
30, 2009 and your Form 10-Q for Fiscal Pe riod Ended September 30, 2009 and have no
further comments at this time.           S i n c e r e l y ,             P a u l  C l i n e          S e n i o r  A c c o u n t a n t

CORRESP
1
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SEC Response 03-11-2010

March 11, 2010

Securities and Exchange Commission

Mail Stop 4561

Washington, D.C. 20549

Attn: Paul Cline

          Senior Staff Accountant

RE:         California First National Bancorp

Form 10-K for Fiscal Year Ended
June 30, 2009 ("Form 10-K")

Form 10-Q for Fiscal Period Ended
September 30, 2009 ("Form 10-Q")

File No. 000-15641

  AUTOTEXTLIST

    Dear Mr.
Cline:

On behalf of California First National Bancorp ("CFNB" or the "Company"), we submit this letter in response to the SEC's second letter dated March 1, 2010.   To assist your review, the numbered responses in this letter correspond to the numbered paragraphs of the March 1 letter. We have included the SEC comment in bold along with CFNB's response to each comment just below.

1.    Please refer to our previous comment 1 in our letter dated February 3, 2010. Please tell us the following:

a.	  In your response you state that you evaluate all loans on an individual basis, but determine a general component of the allowance for loan losses in part by relying on historical data. Please clarify whether you are evaluating these loans under both ASC 450 and ASC 310-10-35. If so, please provide the accounting guidance relied on when determining that this policy is appropriate.

Company Response:
The primary source of guidance on accounting for losses within the loan portfolio is ASC 450-20 Loss Contingencies, along with guidance provided by the Interagency Policy Statement on the Allowance for Loan and Lease Losses issued in December 2006. ASC 310-35 provides guidance on the measurement and disclosure regarding any individual loan that is deemed to be impaired. If a loan is not deemed to be impaired based on an individual analysis of the loan in accordance with ASC 310-35, then the credit is grouped with other loans with similar characteristics for purposes of estimating credit losses that are probable in accordance with ASC 450.  ASC 310-35-36 clearly anticipates this scenario. Probable losses are not estimated under both topics for the same loan.

I believe the confusion with the response in our February 17 letter relates to the nature of the question that asked whether loans were evaluated as "homogenous loan pools" or "loan by loan". Given the size and nature of the loans within the portfolio, each loan is individually risk rated and monitored and there is no homogenous pool as that term is generally used.

b.	   Please tell us specifically the extent to which you rely on loss history from your lease portfolio when determining the general component of your allowance for loan losses. We note your disclosure on page 2 of the Form 10-K for Fiscal Period Ended June 30, 2009 that your leases are primarily collateralized by technology equipment, other property and equipment and software. We further note on page 5 that your commercial loans have various collateral sources such as mortgages, receivable or equipment. In light of these disclosures, please tell us how you determined that the risk characteristics of your leases were similar to your commercial loans and how you concluded that reliance on this data is appropriate.

Securities
and Exchange Commission

March 11 , 2010

Page 2

c.	  Please tell us the nature of the FDIC data utilized in your estimate of the general component. Please provide additional detail regarding the types of adjustments made to your baseline and clarify what you mean by this statement.

Company Response: The primary source of repayment of the Company's lease receivables and commercial loans is the operating cash flow generated by the underlying business, with the secondary source generally being the conversion of the customers' assets. Neither the leases nor loans can be considered collateral dependent from a credit perspective, other than the Company's approach is to have transactions secured by mission-critical assets or structured such that CFNB is in a superior position for repayment of its lease or loan.  Therefore, the evaluation of the probability of loss is more dependent on the nature of the customers' operations (risk rating, industry, impact of economic conditions) than support from the collateral. In addition, the Company believes credit losses are directly influenced by the credit policies and appetite of CFNB's management that determines and manages the credit risks the Company commits to.

The FDIC statistical data is drawn from the FDIC Quarterly Banking Profile that provides loan portfolio performance indicators on all insured institutions. The specific data used is drawn from all national commercial banks. In addition to information on industry trends, the FDIC provides net charge-off statistics across a breadth of product types, including separate data for lease financing receivables, commercial and industrial loans, and commercial real estate loans, the primary asset types held by the Company. Data available goes back over ten years, however the Company generally looks at the last three to five years data and four-year averages. The FDIC data is not only helpful for comparing the Company's results on its historical business, but has helped establish a framework for estimating losses that may be inherent in the loan portfolio. Use of the FDIC data is encouraged by CalFirst Bank's primary regulator.

Using a synthesis of its own historical data and the FDIC data, the Company estimates a loss rate for each group of leases and loans with similar risk characteristics. Greater weight is given to the Company's historical data for leases, while the FDIC data is given greater consideration with commercial loans. The adjustments to this baseline are based on portfolio indicators, including most recent versus historical credit losses; delinquent, nonperforming and criticized assets; trends in volumes and terms; an evaluation of overall credit quality and the credit process, including changes in lending policies and procedures; portfolio concentrations, including current developments within those segments; economic, geographical, product, and other environmental factors.

2.   Please refer to our previous comments 4-6 in our letter dated February 3, 2010. As requested, please provide us with your proposed disclosure.

4.   Note 10 - Income Taxes, page 47. In future filings please provide a roll forward of your unrecognized tax benefits. Refer to ASC 740-10-50-15.

Company Response: The form of the disclosure to be included in future filings based on data as of June 30, 2009 is as follows (beginning on top of page 48 of Form 10K):

The differences between the Federal statutory income tax rate and the Company's effective tax rate are as follows:

    Years ended June 30,

    2009

    2008

    2007

    Federal statutory rate

    35.00%

    35.00%

    35.00%

    State tax, net of Federal benefit

    4.70

    5.30

    5.25

    Other, mainly tax exempt leases

    (2.20)

    (2.80)

    (2.00)

         Effective rate

    37.50%

    37.50%

    38.25%

As a result of the adoption of FIN 48 on July 1, 2007, the Company recorded a $1,200,000 decrease in deferred tax liabilities and a corresponding increase to retained earnings.

Securities
and Exchange Commission

March 11, 2010

Page 3

The reconciliation in unrecognized tax benefits as of June 30, 2009 was as follows:

    Unrecognized tax benefits at June 30, 2008

    $ 700,000

         Increases for tax positions related to current year

    502,000

         Decreases for tax positions related to prior years

    (124,000)

         Lapse of statutes of limitations

    (154,000)

         Decreases for changes in interest and penalties

    (39,000)

    Unrecognized tax benefits at June 30, 2009

    $ 885,000

All of the $885,000 of unrecognized tax benefits at June 30, 2009, if recognized, would affect the effective tax rate. The Company's policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. As of June 30, 2009, accrued penalties and interest on unrecognized tax benefits are estimated to be $159,000.

The amount of unrecognized tax benefits may increase or decrease in the future for various reasons including additions related to current year tax positions, the expiration of the statute of limitations on open tax years, status of examinations and changes in management's judgment. The Company is subject to U.S. Federal income tax jurisdiction as well as multiple state and local tax jurisdictions as a result of doing business in most states. The Company's Federal tax returns are subject to examination from 2005 to the present, while state income tax returns are generally open from 2004 forward, and vary by individual state statutes of limitation.

At June 30, 2009 and 2008, the Company had an income taxes receivable balance of $3,968,000 and $4,239,000 respectively.

5.	  Please revise your disclosure of California First National Bancorp (Parent Only) Financial Information in future filings to present a measure of net income. Refer to ASC 220-10-45-8.

Company Response: The form of the disclosure to be included in future filings based on data as of June 30, 2009 is as follows:

Condensed Statements of Earnings

June 30,

2009

2008

  (thousands)

Income

   Dividends from non-bank subsidiary

$
52,000

$
5,500

   Management fee income bank subsidiary

281

266

   Management fee income non-bank subsidiaries

939

1,046

   Interest income non-bank subsidiaries

1,901

3,299

   Other interest income

362

266

   Impairment loss on investment securities

(512
)

-

54,971

10,377

Expenses

   Selling, general and administrative

1,758

2,159

   Interest expense

-

-

1,758

2,159

Income before taxes and equity in undistributed earnings of subsidiaries

53,213

8,218

Income tax expense

1,032

1,154

Equity in undistributed comprehensive earnings of subsidiaries

(42,880
)

(83
)

Net income

$
9,301

$
6,981

6.   	In future filings, please revise your California First National Bancorp (Parent Only) Financial Information statement of cash flows to reconcile net income to operating cash flows. Refer to ASC 230-10-45-2.

Securities
and Exchange Commission

March 11, 2010

Page 4

Company Response: The form of the disclosure to be included in future filings based on data as of June 30, 2009 is as follows:

Condensed Statements of Cash Flows

June 30,

2009

2008

  (thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:

   Net income

$
9,301

$
6,981

   Adjustments to reconcile net earnings to cash flows:

      Stock-based compensation expense

12

64

      Amortization (accretion) of premiums (discounts) on securities, net

(10
)

-

      Impairment loss on investment securities

512

-

      Deferred income taxes

2,919

6,486

      Equity in undistributed earnings of subsidiaries

42,880

83

      Net change in other liabilities

416

(36)

      Net change in other assets

(2,072
)

1,297

      Other, net

28

123

Net cash provided by operating activities

53,986

14,998

CASH FLOWS FROM INVESTING ACTIVITIES:

   Purchase of investment securities

(5,958
)

(2,000)

   Payments for investments in and (advances to) subsidiaries

(21,860
)

(4,464)

Net cash used for investing activities

(27,818
)

(6,464)

CASH FLOWS FROM FINANCING ACTIVITIES:

   Proceeds from issuance of common stock

375

3,179

   Payments to repurchase common stock

(17,518
)

(975)

   Dividends paid

(4,874
)

(5,408)

Net cash used for financing activities

(22,017
)

(3,204)

NET CHANGE IN CASH AND CASH EQUIVALENTS

4,151

5,330

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

11,241

5,911

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$
15,392

$
11,241

The revisions presented in item 2 (comments 4 through 6) above will be included in future filings where such disclosure is required.

We acknowledge the following to the extent it accurately reflects the Company's obligation under current law, without waiving any lawful objections or affirmative defenses the Company may have or hereafter assert.

l  CFNB is responsible for the adequacy and accuracy of the disclosure in the filing;

l  Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking
     any action with respect to the filing; and

l  CFNB may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under
     the federal securities laws of the United States.

Please call the undersigned at  (949) 255-0500 should you have any questions.

Sincerely,

/s/ S. Leslie Jewett

S. Leslie Jewett

Chief Financial Officer

California First National Bancorp

DIVISION OF
CORPORATION FINANCE   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

March 1, 2010
 S. Leslie Jewett Chief Financial Officer California First National Bancorp 18201 Von Karman, Suite 800 Irvine, CA 92612
Re: California First National Bancorp  Form 10-K for Fiscal Period Ended June 30, 2009
Form 10-Q for Fiscal Period Ended September 30, 2009
 File No. 000-15641

Dear Ms. Jewett:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your doc ument in response to these comments in
future filings.  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.   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 th ese respects.  We welcome any questions you
may have about our comments or any other aspect  of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.
1. Please refer to our previous comment 1 in our letter dated February 3, 2010.  Please tell us the following information:

a. In your response you state that you ev aluate all loans on an individual
basis, but determine a general component of the allowance for loan losses
in part by relying on historical data.  Please clarify whether you are evaluating these loans under both ASC 450 and ASC 310-10-35.  If so, please provide the accounting guidan ce relied on when determining that
this policy is appropriate.

S. Leslie Jewett
California First National Bancorp March 1, 2010 Page 2
b. Please tell us specifically the extent to  which you rely on loss history from
your lease portfolio when determin ing the general component of your
allowance for loan losses.   We note your disclosure on page 2 of the Form 10-K for Fiscal Period Ended June 3 0, 2009 that your leases are primarily
collateralized by technology equipment,  other property and equipment and
software.  We further note on page 5 that your commercial loans have
various collateral sources such as mortgages, receivables or equipment.  In light of these disclosures,  please tell us how you de termined that the risk
characteristics of your leases were similar to your commercial loans and
how you concluded that reliance on this data is appropriate.

c. Please tell us the nature of the FDIC data utilized  in your estimate of the
general component.  Please provide additional detail regarding the types of adjustments made to your baseline and clarify what you mean by this statement.
2. Please refer to our previous comments 4- 6 in our letter dated February 3, 2010.
As requested, please provide us with your proposed disclosures.
3. Please revise your income statement to pres ent a measure of net interest income.
Refer to Article 9 of Regulation S-X.
 Closing Comments

 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please provide us with copies of your
proposed revisions to your future filings .  Please furnish a cover letter with your
amendment that keys your responses to our comments and provides any requested
information.  Detailed cover le tters greatly facilitate our re view.  Please understand that
we may have additional comments after re viewing your responses to our comments.

You may contact Rebekah M oore, Staff Accountant, at  (202) 551-3303, or me, at
(202) 551-3851 if you have questions regarding these comments.
Sincerely,

Paul Cline Senior Staff Accountant

CORRESP
1
filename1.htm

SEC Response 02-17-2010

February 17, 2010

Securities and Exchange Commission

Mail Stop 4561

Washington, D.C. 20549

Attn: Paul Cline

          Senior Staff Accountant

RE:         California First National Bancorp

Form 10-K for Fiscal Year Ended
June 30, 2009 ("Form 10-K")

Form 10-Q for Fiscal Period Ended
September 30, 2009 ("Form 10-Q")

File No. 000-15641

  AUTOTEXTLIST
  Dear Mr.
Cline:

On behalf of California First National Bancorp ("CFNB" or the "Company"), we submit this letter in response to your letter of February 3, 2010.   We appreciate that your letter is intended to help CFNB comply with the SEC's disclosure requirements and to enhance the overall disclosure in our filings. To the extent your letter suggests that CFNB amend the filings, as you will see from our responses, we believe amendments would not provide any material disclosure to our shareholders that is not already available within the filings. As a result, CFNB believes it is appropriate to address your comments by ensuring that the matters are complied with in future filings.

Your letter
asks the Company to acknowledge the following:

l  CFNB is
responsible for the adequacy and accuracy of the disclosure in the filing;

l  Staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

l  CFNB
may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United
States.

We acknowledge the foregoing to the
extent it accurately reflects the Company's obligation under current law,
without waiving any lawful objections or affirmative defenses the Company may
have or hereafter assert.

To assist your review, the numbered
responses in this letter correspond to the numbered paragraphs of the comment letter.
We have included the comment in bold along with CFNB's response to each comment
just below.

1.    We note your disclosure that you began booking commercial loans during the fiscal year ended June 30, 2008. Given that you have little loss history with these types of loans and that these types of loans are a new lending area for you, please revise future filings to describe in greater detail how you evaluate these loans for impairment.

Company Response:
Prior to addressing the specific questions below, we believe it is appropriate to provide background on our commercial loan activities that will help understand our answers. While commercial loans are a different form of secured financing than the lease transactions historically completed, in most respects the nature of the credit exposure is very much in line with the business completed by CFNB over the past ten years. The credit profile of customers within the loan portfolio is similar to leasing customers, and in fact some loan customers are current lease customers, or CFNB has had leases with these companies in the past.  As indicated on page 5 of the Form 10-K, commercial loans are a complementary product and underwriting standards for commercial loans have been maintained in accordance with policies applied to lease transactions. As such, it is management's expectation that the commercial loan portfolio will perform consistent with our experience with the lease portfolio, and it is handled under the same policies and practices established over the 32 year history of the Company.

Securities
and Exchange Commission

February
17, 2010

Page 2

a.    Discuss whether you evaluate these loans for impairment on a loan by loan basis or whether you evaluate these loans on a homogenous loan pool basis. If you estimate losses on these loans using a pooled approach, given your lack of loss history, discuss how you determine the loss rates used to estimate the general component of the allowance for loan losses related to these loans.

Company Response: All loans are evaluated for impairment on an individual basis. The general component of the allowance for loan losses is estimated relying in part on the historical data the Company has from its experience with transactions with credits that can be considered comparable to the credits within the loan portfolio. Despite some differences in the structure or collateral of the transactions, loss experience is expected to be dictated by issues related to the customers credit, industry and economic conditions and the Company has data appropriate to assess this risk. In addition to its own loss experience, the Company has access to FDIC statistical data to use as a benchmark for different loans and leases. The Company adjusts its baseline to the extent appropriate to reflect the estimated impact from differences in collateral or other factors.

b.    Discuss how you factor in your limited ability to control the syndicate as discussed on page 5 when evaluating your syndicated commercial loans for impairment.

Company Response: CFNB has disclosed "additional risks may arise from the limited ability to control actions of the syndicate." To date, CFNB has not experienced or identified any specific actions of the lead agents that increase the credit risk to CFNB or would be considered in an impairment evaluation. Contractually, all participants share equally in the loan and any amendments or accommodations provided, and therefore, we do not expect a lead agent to act in a fashion that is contrary to their own interests or how we would act. The primary risk seen to date is if the syndicate refinances the loan, which may give CFNB the right to agree to continue with its participation, but which event may result in the loan being paid off early.

c.    Discuss in greater detail your underwriting policies for syndicated loans. For example, discuss whether you have complete access to all loan documentation or only limited access, and discuss how these practices are considered in your determination of the allowance for loan losses for these loans.

Company Response: As indicated above, the Company has continued with its same underwriting practices and policies, all of which are applicable to the nature of the syndicated loan credits and transactions. The Company has complete access to all loan documentation and receives regular reports of changes to the applicable interest rate election, certificates of compliance with covenants or loan documentation revisions. All of the syndicated loan purchases have involved companies subject to the reporting requirements of the SEC and therefore, the Company has been able to maintain current financial and business data on the credits. Based on the foregoing, no special factors related to documentation or lack of financial information are incorporated into determination of the allowance for loan losses related to this part of the portfolio.

d.    Please clarify whether you evaluate your loans for impairment under ASC 310-10-35-22 using a discounted present value of cash flows or whether you evaluate impairment using the practical expedient allowed therein. If the latter is true, please provide disclosure regarding the related non-recurring fair value measurement in your future filings. Refer to ASC 820-10-50-5.

Company Response: The Company has had limited need to evaluate loans for impairment as to date all but one loan are performing in accordance with their terms, and only a small number are rated substandard. To date, the Company has discounted the expected cash flows at the loan's effective rate and used such present value as the measurement to evaluate the impairment of the appropriate loan. As secondary support, but not as the measurement method, CFNB has updated the appraisal of underlying collateral as appropriate. No loans have been deemed impaired to date. In the future, in the event that the practical expedient is the method applied to determine impairment, the appropriate disclosure in accordance with ASC 820-10-50-5 will be made.

Securities
and Exchange Commission

February
17, 2010

Page 3

e.    Please revise the table at the top of page 25 to present separately the total amount of commercial loans due after one year which have predetermined interest rates and that have floating or adjustable interest rates.

Company Response: Below is the chart at the top of page 25 as revised to separate the loans between fixed and floating.

     Principal Balance Due in

     Principal

     One Year

     One to

     Due After

     Loan Type

     Balance

     Or less

     Five Years

     Five Years

     (dollars in thousands)

     Commercial Loans

     $ 63,064

     $ 1,717

     $ 52,430

     $   8,917

     Commercial Real Estate Loans

     11,974

     240

     2,931

     8,803

     Revolving Lines of Credit

    -

    -

    -

    -

        Total Principal balance outstanding

      $ 75,038

     $ 1,957

     $ 55,361

     $ 17,720

     Loans with predetermined interest rates

     $   9,446

    Loans with floating or adjustable interest rates

     $ 65,592

On page 30 to the Form 10-K in the chart titled Consolidated Interest Rate Sensitivity, the Company details the timing of when the applicable commercial loans are subject to adjustment. The table shows that $65.6 million of the commercial loans are subject to rate adjustments within 90 days of June 30, 2009. We believe the more substantive information regarding the fixed or floating nature of the commercial loan obligations on page 30 is better disclosure, and more accurately presents loans that provide for adjustments on an irregular basis (i.e., after five years).

In response to your comment, the Company will revise this chart in future filings to conform with the disclosure above, but since the interest rate sensitivity of the commercial loans are elsewhere included in the Form 10-K as filed, we believe an amendment to the Form 10-K is not necessary in order to enhance the disclosure.

2.  Balance Sheet, page 33.  In future filings please revise to separately present the amount of allowance for loan and lease losses. Refer to ASC 942-210-S99.

Company Response: Future filings, including the Form 10-Q filed on February 12, 2010, will identify on the face of the balance sheet the amount of the applicable allowance for losses.

3.   Note 8 - Fair Value of Financial Instruments, Page 45. Please revise to include your short and long term borrowings in your tabular disclosure on page 46.

Company Response: The Company acknowledges that this chart omitted information on the fair value of borrowings.  Below is the chart on page 46 as revised to include short and long-term borrowings.

    June 30, 2009

    June 30, 2008

     Carrying

     Estimated

     Carrying

     Estimated

     Amount

     Fair Value

     Amount

     Fair Value

     Financial Assets:

     (in thousands)

        Cash and cash equivalents

     $  55,217

     $  55,217

     $  71,790

     $  71,790

        Held-to-maturity investment securities

     4,070

     4,126

     2,590

     2,591

        Available-for-sale investment securities

     115,530

     115,530

     3,770

     3,770

        Commercial loans

     71,130

     70,309

     41,760

     41,760

     Financial Liabilities:

        Demand and savings deposits

     $  70,217

     $  70,217

     $  39,887

    $  39,887

        Time certificates of deposit

     150,727

     151,743

     116,352

     112,923

        Short-term borrowings

     35,444

     35,444

    --

    --

        Long-term borrowings

     10,000

     9,980

    --

    --

Securities
and Exchange Commission

February
17, 2010

Page 4

The revised chart shows that the fair value of the long-term borrowings is within 0.2% of the carrying cost. In Note 7 - Short and Long Term Borrowings on the immediate prior pages 44 and 45, comprehensive information regarding the nature of the borrowings is disclosed, including the effective rate, that all borrowings were incurred during fiscal 2009 and that 78% were of very short duration. As such, there is sufficient information within the Form 10-K to lead a reader to conclude that there would not be a material difference between the carrying cost and fair market value.

In response to your comment, the Company will revise this chart in future filings to conform to the disclosure above. Since the revision to the above chart does not provide any material information that is not otherwise disclosed in the Form 10-K, we believe an amendment to the Form 10-K is not necessary in order to improve the disclosure. In addition, the information is contained on page 9 of the Form 10-Q for the period ended December 31, 2009 that was filed on February 12, 2010.

4.  Note 10 - Income Taxes, page 47. In future filings please provide a roll forward of your unrecognized tax benefits. Refer to ASC 740-10-50-15.

Company Response: Future filings will include a roll forward of our unrecognized tax benefits.

Note 15 - California First National Bancorp (Parent Only) Financial Information, page 52.

5.  Please revise your disclosure in future filings to present a measure of net income. Refer to ASC 220-10-45-8.

Company Response: Future Form 10-K filings will be revised to include a measure of net income in the parent only financial information.

6.  In future filings, please revise your statement of cash flows to reconcile net income to operating cash flows. Refer to ASC 230-10-45-2.

Company Response: Future Form 10-K filings will be revised to reconcile net income to operating cash flows in the parent only financial information.

September 30, 2009 Form 10-Q

7.  Please revise to include disclosure of the fair value of your financial instruments as required by ASC 825-10-50-10.

Company Response: The Company acknowledges that the Form 10-Q omitted information on the fair value of financial instruments, as set forth below.

    September 30, 2009

    June 30, 2009

    Carrying

    Estimated

    Carrying

    Estimated

    Amount

    Fair Value

    Amount

    Fair Value

     Financial Assets:

     (in thousands)

       Cash and cash equivalents

    $  62,042

    $  62,042

    $  55,217

    $  55,217

       Held-to-maturity investment securities

    3,916

    3,985

    4,070

    4,126

       Available-for-sale investment securities

    121,956

    121,956

    115,530

    115,530

       Commercial loans

    73,711

    74,472

    71,130

    70,309

     Financial Liabilities:

       Demand and savings deposits

    $  73,602

    $  73,602

    $  70,217

    $  70,217

       Time certificates of deposit

    154,163

    155,225

    150,727

    151,743

       Short-term borrowings

    35,444

    35,444

    35,444

    35,444

       Long-term borrowings

    10,000

    10,032

    10,000

    9,980

Securities
and Exchange Commission

February
17, 2010

Page 5

Given the nature of the Company's assets and liabilities, the difference between the carrying amount and fair value is nominal across all balance sheet categories. In response to your comment, the Company will incorporate this chart in future filings, but since the above chart does not provide any material information that is not otherwise disclosed in the Form 10-Q, we believe an amendment to the Form 10-Q is not necessary in order to improve the disclosure. To the extent that the information at September 30, 2009 is helpful, on page 9  of the Form 10-Q filed on February 12, 2010 for the period ended December 31, 2009, this footnote has been expanded to include information at December 31 and September 30, 2009 as compared to June 30, 2009.

We trust the foregoing is responsive to the staff's comments. Please call the undersigned at  (949) 255-0500 should you have any questions.

Sincerely,

/s/ S. Leslie Jewett

S. Leslie Jewett

Chief Financial Officer

California First National Bancorp

DIVISION OF
CORPORATION FINANCE   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

February 3, 2010
 S. Leslie Jewett Chief Financial Officer California First National Bancorp 18201 Von Karman, Suite 800 Irvine, CA 92612
Re: California First National Bancorp  Form 10-K for Fiscal Period Ended June 30, 2009
Form 10-Q for Fiscal Period Ended September 30, 2009
 File No. 000-15641

Dear Ms. Jewett:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your doc ument in response to these comments in
future filings.  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.   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 th ese respects.  We welcome any questions you
may have about our comments or any other aspect  of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.
 Form 10-K for Fiscal Period Ended June 30, 2009

Allowance for Credit Losses, page 6
1. We note your disclosure that you be gan booking commercial loans during the
fiscal year ended June 30, 2008.  Given that  you have little loss history with these
types of loans and that these types of loans are a new lending area for you, please
revise future filings to de scribe in greater detail how you evaluate these loans for
impairment.  In your response,  please address the following:

S. Leslie Jewett
California First National Bancorp
February 3, 2010 Page 2
a. Discuss whether you evaluate these loan s for impairment on a loan by loan
basis or whether you evaluate thes e loans on a homogenous loan pool
basis.  If you estimate losses on th ese loans using a pooled approach,
given your lack of loss history, disc uss how you determine the loss rates
used to estimate the general component of the allowance for loan losses related to these loans.

b. Discuss how you factor in your limited ability to contro l the syndicate as
discussed on page 5 when evaluatin g your syndicated commercial loans
for impairment.
 c. Discuss in greater detail your underwri ting policies for syndicated loans.
For example, discuss whether you have complete access to all loan documentation or only limited access, and discuss how these practices are considered in your determination of th e allowance for loan losses for these
loans.

d. Please clarify whether you evaluate your loans for impairment under ASC
310-10-35-22 using a discounted presen t value of cash flows or whether
you evaluate impairment using the pract ical expedient allowed therein.  If
the latter is true, please provide disclosures regarding the related non-
recurring fair value measurement in your future filings.  Refer to ASC 820-10-50-5.
 e. Please revise the table at the top of pa ge 25 to present separately the total
amount of commercial loans due after one year which have predetermined
interest rates and that have floating or adjustable interest rates.

Consolidated Financial Statements

Balance Sheet, page 33
2. In future filings, please revise to separa tely present the amount of allowance for
loan and lease losses.  Refer to ASC 942-210-S99.

Note 8 – Fair Value of Financial Instruments, page 45
3. Please revise to include your short and long term bo rrowings in your tabular
disclosure on page 46.

Note 10 – Income Taxes, page 47
4. In future filings please provide a roll fo rward of your unrecognized tax benefits.
Refer to ASC 740-10-50-15.

S. Leslie Jewett
California First National Bancorp
February 3, 2010 Page 3  Note 15 – California First National Bancorp (Parent Only) Financial Information, page
52
5. Please revise your disclosure in future filin gs to present a measure of net income.
Refer to ASC 220-10-45-8.
6. In future filings, please revise your st atement of cash flows to reconcile net
income to operating cash flows.  Refer to ASC 230-10-45-2.
 September 30, 2009 Form 10-Q

7. Please revise to include disclosure of the fair value of your financial instruments as required by ASC 825-10-50-10.

Closing Comments

 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please provide us with copies of your
proposed revisions to your future filings .  Please furnish a cover letter with your
amendment that keys your responses to our comments and provides any requested
information.  Detailed cover le tters greatly facilitate our re view.  Please understand that
we may have additional comments after re viewing your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments 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 advise d that the Division of Enfo rcement has access to all

S. Leslie Jewett
California First National Bancorp February 3, 2010 Page 4  information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Rebekah M oore, Staff Accountant, at  (202) 551-3303, or me, at
(202) 551-3851 if you have questions regarding these comments.
Sincerely,

Paul Cline Senior Staff Accountant

Mail Stop 4561         April 15, 2008
Patrick E. Paddon Chief Executive Officer California First National Bancorp 18201 Von Karman Avenue, Suite 800 Irvine, CA  92612
Re: California First National Bancorp
 Form 10-K
Filed September 17, 2007 and amended April 2, 2008
 File No. 000-15641

Dear Mr. Paddon:

 We have completed our review of your Form 10-K, related filings and
amendments and have no further comments at this time.

 Please contact Jessica Livingston at  202-551-3448 or me at 202 551-3419 with
any other questions.

Sincerely,

Christian Windsor Special Counsel Financial Services Group

CORRESP
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SEC Response 02-20-2008

February 20, 2008

Securities and Exchange Commission

Mail Stop 4561

Washington, D.C. 20549

Attn: Christian Windsor

          Special Counsel

          Financial Services Group

RE:         California First National Bancorp

Form 10-K for Fiscal Year Ended
June 30, 2007.

File No. 000-15641

  AUTOTEXTLIST
  Dear Mr.
Windsor:

On behalf of California First National Bancorp ("CFNB"), we submit this letter in response to your letter of January 30, 2008 that we received February 7, 2008. We appreciate that your letter is intended to help CFNB comply with the SEC's disclosure requirements and to enhance the overall disclosure in our filings. To the extent your letter suggests that CFNB amend the filing, as you will see from our responses, we believe an amendment would not provide any material disclosure to our shareholders that is not already available through other filings. As a result, CFNB believes it is appropriate to address your comments by ensuring that the matters are complied with in future filings.

Your letter
asks the Company to acknowledge the following:

o  CFNB is
responsible for the adequacy and accuracy of the disclosure in the filing;

o  Staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

o  CFNB
may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United
States.

We acknowledge the foregoing to the
extent it accurately reflects the Company's obligation under current law,
without waiving any lawful objections or affirmative defenses the Company may
have or hereafter assert.

To assist your review, the numbered
responses in this letter correspond to the numbered paragraphs of the comment letter.
We have included the comment in bold along with CFNB's response to each comment
just below.

1.    Please
amend to include the disclosures on related party transactions required by Item
404 of Regulation S-K. We note the statement that such disclosure is
incorporated by reference to the proxy statement; however, we do not find the
disclosure in the definitive proxy materials filed on October 3, 2007.

Company Response:
The Company acknowledges that the proxy materials omitted a specific
section addressing transactions with Related Persons. This reflects the fact
that there have not been any reportable transactions between CFNB and its
executive officers or directors during the past five years. CFNB does not have a written policy
regarding Related Person Transactions because the Board has not, and does not
expect to, approve CFNB's engagement in any Related Person Transactions other
than in rare circumstances. In response to your comment, CFNB will revise its
disclosure in definitive
proxy materials to be filed for the fiscal year end June 30, 2008 and all
subsequent filings (assuming circumstances are the same at such time) to
include the following:

"Certain
Relationships and Related Transactions

Apart from service as an executive officer or on the Board
of Directors, there are no additional relationships between the Company and any
Related Person, nor are there any related party transactions between any
Related Persons and the Company. A "Related
Person" is any director or executive officer of Company, any shareholder owning
in excess of 5% of the total equity of Company, and any "immediate family
member" of any such person. The Company does not have a written
policy regarding Related Person Transactions because the Company has not, and
does not expect to, engage in any Related Person Transactions other than in
rare circumstances. Any Related Person Transaction would be considered based on
facts and circumstances at such time."

Securities
and Exchange Commission

February
20, 2008

Page 2

2.   Please
amend the signature page to identify either the Principal Accounting Officer or
the Controller, as required by Item 601 of Regulation S-K.

Company Response: As
we advised Ms. Livingston, we don't believe Item 601 of Regulation S-K contains
any requirement related to the signature page of the Form 10-K filing. She
indicated that the requirement to identify the principal accounting officer is
contained in the instructions to the signature page.

S.
Leslie Jewett signed the Form 10-K in her capacity as principal financial
officer and principal accounting officer. The Company acknowledges that the
signature page in the Form 10-K omitted the reference to her role as principal
accounting officer, although she is identified as Chief Financial Officer on
the signature page and is identified as Principal Financial Officer on Exhibit
31.2 which contains the Rule 13A-14(A)/15D-14(A) Certification. In addition, in
the Form 10-Qs filed for the periods ending September 30, 2007 and December 31,
2007 (filed on November 13, 2007 and February 8, 2008), Ms. Jewett is
identified on the signature page as "Principal Financial and Accounting Officer".

CFNB's Form 10-K and Form 10-Q filings have been signed on
behalf of CFNB by its principal financial and accounting officer as required.
The 2007 Form 10-K is consistent with filings made by the Company for the past
five years, as are the interim filings. In light of the fact that the
information regarding CFNB's principal accounting officer has been fully
disclosed, CFNB will
revise its disclosure to identify S. Leslie Jewett as the Principal Accounting
Officer in the 10-K to be filed for the fiscal year ending June 30, 2008 and
subsequent 10-K filings.

We trust the foregoing is responsive to the staff's comments. Please call the undersigned at (949) 255-0500 should you have any questions.

Sincerely,

/s/ S. Leslie Jewett

S. Leslie Jewett

Chief Financial Officer

Mail Stop 4561         January 30, 2008
Patrick E. Paddon Chief Executive Officer California First National Bancorp 18201 Von Karman Avenue, Suite 800 Irvine, CA  92612
Re: California First National Bancorp
 Form 10-K
Filed September 17, 2007
 File No. 000-15641

Dear Mr. Paddon:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 de tailed as necessary in your explanation.

 Please understand that the purpose of our re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

1. Please amend to include the disclosures on related party tran sactions required by
Item 404 of Regulation S-K. We note the statement that such disclosure is
incorporated by reference to the prox y statement; however, we do not find the
disclosure in the defi nitive proxy materials filed on October 3, 2007.
2. Please amend the signature page to id entify either the Principal Accounting
Officer or the Controll er, as required by Item 601 of Regulation S-K.

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent 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 co ver letters greatly faci litate our review.

Patrick E. Paddon
California First National Bancorp
Form 10-K filed September 17, 2007
January 30, 2008

Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     Please contact Jessica Livingston at 202-551-3448 or me at with any other questions.
Sincerely,

Christian Windsor Special Counsel Financial Services Group

CORRESP
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SEC Response 5/30/06

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May 30, 2006

Securities and Exchange Commission

Mail Stop 4561

Washington, D.C. 20549

Attn: Amanda B. Roberts

           Staff Accountant

  RE:  California First
          National Bancorp

               Item 4.02 Form 8-K

            Filed May 17, 2006.

	        File No. 000-15641

  Dear Ms. Roberts:

  On behalf of California First National Bancorp ("CFNB"), we submit this letter in response to your letter of May 22, 2006.  In your letter, you have asked us to advise the SEC as to how and when CFNB intends to file restated financial statements.  In its initial filing of the Form 8-K filed on May 17, 2006 (the "5/17/06 Form 8-K"), CFNB indicated that:

    "The Company is still compiling the effect of this classification change on its Consolidated Statements of Cash Flows and will include a reconciliation of the previously reported amounts in its amended filings. The Company plans to file these amendments as soon as practicable."

  On May 26, 2006, CFNB filed a subsequent Form 8-K (the "5/26/06 Form 8-K") that included Item 4.01 (a) and (b) regarding the dismissal of CFNB's existing independent registered public accounting firm and the retention of a new one, and Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard. Attached to the 5/26/06 Form 8-K was a copy of a press release issued on May 26, 2006 wherein CFNB indicated that:

     “In a current Report on Form 8-K dated May 26, 2006, the Company reported the change in accounting firms, advice from PwC that its position with respect to accounting for lease extensions as sales-type leases differs from the Company's historical method and updated its disclosure regarding the ongoing review and analysis of accounting matters. Management and the Audit Committee are committed to working with VTD as expeditiously as possible to resolve the issues and enable the Company to file the report on Form 10-Q for March 31, 2006 as soon as possible, and, as appropriate, file any amended periodic reports relating to prior periods.”

Given the very recent change in accountants, CFNB does not feel that it has sufficient information regarding the evaluation of accounting matters by its new accounting firm to provide more exact information regarding the timing of the filing of the Form 10-Q for the period ended March 31, 2006. Clearly the disclosure in both cases has been that it is the Company's intent to complete the filing as soon as possible under the circumstances. In light of the 5/26/06 Form 8-K filed, and the additional information included there, we believe that CFNB has accurately and adequately fulfilled its disclosure obligations.

Through this response, CFNB acknowledges that:

  CFNB is responsible for the adequacy and accuracy of the disclosure in the filing;

  Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

  CFNB may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We trust the foregoing is responsive to the staff's comments. Please call the undersigned at  (949) 255-0500 should you have any questions.

Sincerely,

S. Leslie
Jewett /s/

S. Leslie Jewett

Chief Financial Officer

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

Mail Stop 4561
								May 22, 2006
By U.S. Mail and facsimile to (949)255-0501

Ms. S. Leslie Jewett
Chief Financial Officer
California First National Bancorp
18201 Von Karman Avenue
Suite 800
Irvine, CA 92612

Re:	California First National Bancorp
	Item 4.02 Form 8-K
      Filed May 17, 2006
	File No. 000-15641

Dear Ms. Jewett:

      We have reviewed your filing and have the following comment.
Where indicated, we think you should revise your document in
response
to this comment.  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 more information
so
we may better understand your disclosure.  After reviewing this
information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 8-K filed May 17, 2005

1. We note that you intend to file restated financial statements.
Please tell us when how and when you intend to do so.

       As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
provide
us with a response.  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
Exchange Act of 1934 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.

	If you have any questions, please call me at (202) 551-3417.

							Sincerely,

							Amanda B. Roberts
							Staff Accountant

Ms. S. Leslie Jewett
California First National Bancorp
Page 1 of 2

</TEXT>
</DOCUMENT>

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

Mail Stop 4561

April 12, 2006

S. Leslie Jewett
Chief Financial Officer
California First National Bancorp
18201 Von Karman Avenue, Suite 800
Irvine, California 92612

RE:	California First National Bancorp
	Form 10-K for Fiscal Year Ended June 30, 2005
File No. 000-15641

Dear Ms. Jewett,

	We have completed our review of your Form 10-K and have no
further comments at this time.

Sincerely,

Paul Cline
Senior Accountant

</TEXT>
</DOCUMENT>

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SEC Response 3/30/06

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  22
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  1
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  84.95 pt
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March 30, 2006

Securities and Exchange Commission

Mail Stop 4561

Washington, D.C. 20549

Attn: Paul Cline

           Senior Accountant

  RE:  California First
          National Bancorp

               Form 10-K for Fiscal
        Year Ended June 30, 2005.

            File No. 000-15641

  Dear Mr.
  Cline:

On behalf of California First
National Bancorp ("CFNB"), we submit this letter in response to your letter of
March 8, 2006. The numbered responses in this letter correspond to the numbered
paragraphs of the comment letter. We have included the comment in bold along
with CFNB's response to each comment to aid the review process.

 Residual Values, page 13

1.   Please tell us how you estimate
              residual values for your capital leases. Specifically tell us how you consider
              renewal or other extensions in your calculation.

FASB 13 defines estimated
  residual value of leased property as "the estimated fair value of the leased
  property at the end of the lease term". It further defines fair value as
  the "price for which the property could be sold in an arm's length transaction
  between unrelated parties." For purposes of estimating the residual for any
  specific lease, the contractual terms of the lease need to be reviewed in order
  to evaluate the potential outcomes. Most of CFNB's true leases (on which it
  records a residual) are structured to provide the lessee with the following
  three end-of-term options:

1.
Lessee may purchase the leased property for its fair market value ("FMV"), where
FMV is the price a willing buyer (who is neither a used property dealer or
reseller) would pay for the property in an arm's length transaction to a willing
seller under no compulsion to sell. Such FMV shall be determined on the basis
that: (i) the property is assumed to be in the condition in which it is to be
maintained under the Lease and is in complete compliance with all other terms of
the Lease; (ii) the property is assumed to be installed and/or in full service
and is valued on an installed basis; and (iii) the cost of removal of the
property from its present location is not deducted from the valuation.

2.   Lessee may return the property to CFNB.

o    In this case, the sale of the property is generally to a third-party dealer in
such property, and sale prices tend to be "wholesale" prices, as opposed to the
"retail" value defined in 1 above.

3.   Lessee may extend the lease for a period of one year or six months at the same
rental rate negotiated between the parties for the initial term.

o    At the end of this extension, lessee may purchase the property or return the
property, or extend the lease for an additional period.

In many instances, Lessees will
negotiate changes to these options, which may include defining FMV to be a fixed
amount, or not less than or more than a certain amount. They may also negotiate
a variety of modifications to the option to extend the lease term.

To estimate residuals, CFNB looks at the potential prices to
be achieved by CFNB under either option 1 or option 2 above, and then assesses
the probability that option 1 as opposed to option 2 will be elected by the
lessee. [CFNB CTR 1]*. The residual values recorded by CFNB are generally
between the values estimated based on a sale in accordance with option 1 and

*CONFIDENTIAL TREATMENT REQUESTED BY CALIFORNIA FIRST
NATIONAL BANCORP

Securities and Exchange Commission

    March 30, 2006

  Page 2

the value in accordance with
      option 2. This is largely due to the fact that the lessee is not obligated to
      exercise the purchase option and, at the lessee's discretion, may elect to
      return the property. In this case, CFNB may only realize a sale value consistent
  with option 2.

CFNB does
      not include the extension or renewal option (as structured in option 3 above) in
      its calculation of the residual value recorded at the inception of the lease.
      The value related to this extension may or may not be reflective of the fair
      value of the property at the end of the lease term, and the option does not
  provide for a sale of the property.

CFNB would
      factor an extension option into the estimate of the residual value under
      circumstances where the parties, at the inception of the lease, structure an
      extension option that transfers ownership of the property through the extension
      lease payments (an "extension/sale"). In such cases, which tend to be very rare,
      the fair value of such extension/sale is assessed along with the other value
      estimates under option 1 and option 2. If the value of the extension/sale
      exceeded the value estimated under option 1, it would not be considered in
      estimating the residual. If the value of the extension/sale were less than the
      fair value estimated under option 1, but not considered a bargain purchase
      option, the value of the extension/sale would be considered along with the
  option 2 value in order to estimate the appropriate residual.

  2. Please provide us with an
    example of your calculation of residual value.

While CFNB's lease transactions
vary widely by lease terms and property, a typical lease transaction would be
for personal computers and peripherals on a three-year lease term. To estimate
the residual value to book, CFNB considers a number of factors that might
influence the fair value of the computer equipment after three years, including
the type and mix of equipment, the term of the lease, trends in technology and
the depreciation in value or utility over the lease term, and expectations
regarding lessees' end of term elections. To support the process, CFNB has a
database of historical residual realization experience on similar transactions,
which includes sales of property to original lessees, as well as third party
sales after the property has been returned. CFNB uses this database to monitor
trends in realization values and lessee purchase versus return patterns.

In establishing its residual
policy for computers, CFNB recognizes that fair value falls within a range, and
is influenced by specific negotiations between the buyer and seller, the mix of
equipment and changes in economic and market conditions. As an example, in
today's market the FMV of personal computers at the end of three years, and in
accordance with the FMV definition of option 1, is estimated to be in the range
of [CFNB CTR 2]* of the original cost. Looking at CFNB's experience over the
past five to six years, sale values of personal computers to the original lessee
at the end of a three-year initial term have ranged from [CFNB CTR 3]*, and
averaged around [CFNB CTR 4]*. For computers that were returned to CFNB and then
resold to a broker (i.e., wholesaler), resale values after three years have
ranged from [CFNB CTR 5]* and averaged about [CFNB CTR 6]*. During this period,
the average value realized under option 1 and option 2 on three-year old
computer equipment was about [CFNB CTR 7]* of the original property cost.

CFNB's residual policy
incorporates these historical results, but also takes into consideration changes
in its markets, modifications to contract terms, variations in CFNB's customer
profiles and trends in customer behavior. Over the past few years, a higher
percent of lessees have returned the property at the end of the initial term.
Given the range of values realized, and the increased possibility that the
lessee will elect to return the property at the end of the initial term, CFNB's
current residual policy provides for booking a residual value equal to [CFNB CTR
8]* of the original cost paid for computers included in this example. Such
amount is believed to represent a reasonable estimate of the fair value of the
property three years in the future.

The above
example reflects a very straightforward transaction, and does not reflect all
residuals booked by CFNB. A variety of factors impact the ultimate residual
booked, including negotiations and discussions with lessees and a variety of
negotiated lease provisions that deviate from those above.

*CONFIDENTIAL TREATMENT REQUESTED BY CALIFORNIA FIRST
NATIONAL BANCORP

Securities and Exchange Commission

    March 30, 2006

    Page 3

Consolidated Statement of Earnings Analysis, page
  14

3.   Please revise to present average balance sheets and related analysis of
      net interest earnings for each of the past three fiscal years as required by
  Item I of Industry Guide 3.

In the 10-K to be filed for the
      fiscal year end June 30, 2006 and all subsequent 10-K filings, the Company will
      present average balance sheets and related analysis of net interest earnings for
      each of the prior three (3) fiscal years as required. The information for the
      year ending June 30, 2002 is contained in the 10K filed for the fiscal year end
  June 30, 2004.

Non-Performing Capital
  Leases, page 17

4.   Please revise to present total non-accrual loans, accruing loans which
      are contractually past due 90 days or more as to principal or interest payments
      and loans which are troubled debt restructurings as defined in SFAS 15 as of the
      end of the past five fiscal year ends as required by Item III.C.1 of Industry
  Guide 3.

In the 10-K
      to be filed for the fiscal year ending June 30, 2006 and subsequent 10-K
      filings, the Company will present the information regarding non-accrual leases,
      restructured leases and leases past due 90 days as of the end of each of the
      prior five (5) years as required. This information for the years ending June 30,
      2002 and 2001 is contained in the 10Ks filed for the fiscal year end June 30,
  2004 and before.

Liquidity and Capital
  Resources, page 18

5.   Please revise to present the average amount of and the average rate paid
      on deposits for each of the past three fiscal years as required by Item V.A. of
  Industry Guide 3.

In the 10-K to be filed for the
      fiscal year ending June 30, 2006 and all subsequent 10-K filings, the Company
      will present the average amount of and the average rates paid on deposits for
      each of the prior three (3) fiscal years as required. The information for the
      year ending June 30, 2002 is contained in the 10K filed for the fiscal year end
  June 30, 2004.

Item 8. Financial
  Statements and Supplementary Data

Note 1-Summary of
  Significant Accounting Policies

Property Acquired for
  Transactions in Process, page 28

6.   Please revise to disclose the cost and carrying amount, if different, of
      property held for leasing by major classes of property according to nature or
      function, and the amount of the accumulated depreciation in total as of the date
  of the latest balance sheet presented. Refer to paragraph 23(b)(i) of SFAS 13.

You have asked CFNB to revise the
      disclosure of Transactions in Process to conform to the required disclosure for
      operating leases under SFAS 13. These transactions are appropriately not
      recorded as operating leases. All amounts recorded as Transactions in Process
      are amounts disbursed pursuant to lease commitments with specific lessees that
      ultimately will be booked as direct financing leases. The terms of such leases
      have been augmented by letter agreement to provide for CFNB to advance funds to
      vendors prior to the acceptance of all the property and commencement of the
  lease term. [CFNC CTR 9]*

*CONFIDENTIAL TREATMENT REQUESTED BY CALIFORNIA FIRST
NATIONAL BANCORP

Securities and Exchange Commission

    March 30, 2006

    Page 4

During a period
      that a transaction is in process, CFNB recognizes no revenue and no depreciation
      is recorded. Revenue is appropriately not recognizable until certain elements of
      the transaction have been satisfied or determined. In this case, the property to
      be subject to the lease has not all been constructed, delivered and accepted,
      and the parties have not agreed to the commencement of the lease. Advances to
      vendors often represent deposits for property to be delivered, progress payments
      toward the implementation and customization of hardware and software systems
      that are not complete, and in other cases, the property is not operational or
      put into service by the lessee. The amount disclosed on the balance sheet
      represents the aggregate of all costs paid for, less any payments received from
      lessees related to such property, and therefore, represents CFNB's net cost of
  the property at such date.

To enhance the disclosure
      regarding Transactions in Process, the Company proposes on a prospective basis
      in future periodic filings to expand the existing disclosure to the
  following:

  Property acquired for
    transactions in process represents payments for partial deliveries of property
    for in-process lease transactions. Such amounts are stated at cost, net of any
    lessee payments related to the property. Income is not recognized while a
    transaction is in process and prior to the commencement of the lease. At
    lease commencement, any pre-commencement payments are included in minimum lease
    payments receivable and the unearned income is recognized as direct finance
    income over the lease term.

In addition, on page 16 of the 2005 10K under Financial
      Condition Analysis, at the end of the second to last paragraph that addresses
    this topic, we would add the sentence:

No income is
recognized while a transaction is in process and prior to the commencement of
the lease.

This last addition would be included with the disclosure
regarding transactions in process in the Form 10-Q to be filed for March 31,
2006.

Through this response,
CFNB acknowledges that:

o CFNB is responsible for the adequacy and accuracy of the disclosure in the
filing;

o Staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing;
and

o
CFNB may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United
States.

We trust the foregoing is
responsive to the staff's comments. Please call the undersigned at (949)
255-0500 should you have any questions.

Sincerely,

/s/ S. Leslie
Jewett

S. Leslie Jewett

Chief Financial Officer

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

Mail Stop 4561

March 8, 2006

S. Leslie Jewett
Chief Financial Officer
California First National Bancorp
18201 Von Karman Avenue, Suite 800
Irvine, California 92612

RE:	California First National Bancorp
	Form 10-K for Fiscal Year Ended June 30, 2005
File No. 000-15641

Dear Ms. Jewett,

	We have reviewed the above referenced filing, limiting our
review to those issues addressed in our comments.  Where
indicated,
we think you should revise your document in response to these
comments in future filings starting with your Form 10-Q for the
quarterly period ended March 30, 2006.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision 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.

	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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Residual Values, page 13

1. Please tell us how you estimate residual values for your
capital
leases.  Specifically tell us how you consider renewal or other
extensions in your calculation.

2. Please provide us with an example of your calculation of
residual
value.

Consolidated Statement of Earnings Analysis, page 14

3. Please revise to present average balance sheets and related
analysis of net interest earnings for each of the past three
fiscal
years as required by Item I of Industry Guide 3.

Non-Performing Capital Leases, page 17

4. Please revise to present total non-accrual loans, accruing
loans
which are contractually past due 90 days or more as to principal
or
interest payments and loans which are troubled debt restructurings
as
defined in SFAS 15 as of the end of the past five fiscal year ends
as
required by Item III.C.1 of Industry Guide 3.

Liquidity and Capital Resources, page 18

5. Please revise to present the average amount of and the average
rate paid on deposits for each of the past three fiscal years as
required by Item V.A of Industry Guide 3.

Item 8. Financial Statements and Supplementary Data

Note 1- Summary of Significant Accounting Policies

Property Acquired in Transactions in Process, page 28

6. Please revise to disclose the cost and carrying amount, if
different, of property held for leasing by major classes of
property
according to nature or function, and the amount of accumulated
depreciation in total as of the date of the latest balance sheet
presented. Refer to paragraph 23(b)(i) of SFAS 13.

	Please respond to these comments within 10 business days or
tell
us when you will provide us with a response.  Your letter should
key
your responses to our comments  and indicate your intent to
include
the requested revisions in future filings starting with your Form
10-
Q for the quarterly period ended March 30, 2006.  Please file your
letter on EDGAR as correspondence.  Please understand that we may
have additional comments after reviewing your 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
Exchange Act of 1934 and 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.

	You may contact Michael Volley, Staff Accountant, at (202)
551-
3437 or me at (202) 551-3851 if you have questions regarding our
comments.

Sincerely,

Paul Cline
Senior Accountant

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S. Leslie Jewett
California First National Bancorp
March 8, 2006
Page 3

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