CORRESP 1 filename1.htm CORRESP


60 Cutter Mill Road, Suite 205

Great Neck, NY 11021


April 15, 2016



United States Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

Attn: Sandra B. Hunter, Esq.
  Tom Kluck, Esq.


Re: Manhattan Bridge Capital, Inc. and MBC Funding II Corp. (collectively, the “Issuers”)
  Registration Statement on Form S-11, SEC File No. 333-208894 (the “Registration Statement”)


Dear Ms. Hunter and Mr. Kluck:


We herewith withdraw our request, dated April 14, 2016, to accelerate the effectiveness of the above referenced Registration Statement to 12:00 noon, Eastern Time on Friday, April 15, 2016.


In connection with the proposed public offering of the senior secured notes under the above referenced Registration Statement, the Issuers hereby request, pursuant to Rule 461(a) under the Rules and Regulations promulgated under the Securities Act of 1933, as amended, that Amendment No.4 to the Registration Statement become effective at 4:00 PM, Eastern Time, on Friday, April 15, 2016, or as soon thereafter as practicable.


With respect to this request the Issuers acknowledge that:


·Should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;


·The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does not relieve either Issuer from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and


·The Issers may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.


Very truly yours,


    MBC Funding II Corp. Manhattan Bridge Capital, Inc.
  By: /s/ ASSAF RAN            By: /s/ ASSAF RAN      
    Assaf Ran,     Assaf Ran,
    Chief Executive Officer     Chief Executive Officer