Mail Stop 4-6
March 14, 2005
Mr. Richard Smitten
Smitten Press: Local Lore and Legends, Inc.
108 Royal St.
New Orleans, LA 70130
RE: Smitten Press: Local Lore and Legends, Inc.
Form 10-SB
Filed February 10, 2005
File Number: 0-51159
Dear Mr. Smitten:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments. As appropriate, please amend your Form 10-SB and
respond
to these comments within 10 business days.
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.
General
1. Please note that your registration statement will become
effective
by operation of law 60 days after it was filed (i.e. April 11,
2005).
You are responsible for filing reports including but not limited
to,
quarterly and other reports required by Section 13 of the Exchange
Act and proxy statements required by Section 14 of the Exchange
Act.
We also may continue to review your registration statement after
the
effective date.
2. Update your financial statements consistent with the
requirements
of Item 310(g) of Regulation S-B.
3. Please disclose that the Smitten Press is filing this Form 10-
SB
on a voluntary basis and explain the reason(s) for the filing.
4. We note your footnotes to financial statements indicate that
"For
further information, refer to the audited financial statements and
footnotes for the year ending December 31, 2003 included in the
Company`s Form 10-KSB." We are unaware of the filing of a Form
10-
KSB. Please advise.
5. While your Form 10-SB cover page indicates that you are
incorporated in Florida with principal offices in New Orleans, you
have filed Ontario Charter Documents and reference Ontario
Corporate
Law provisions. Please advise. If you are a Canadian issuer,
please
consider the applicability of General Instruction A.2 to Form 10-
SB.
If true, revise your document to state you are a Canadian issuer.
Please also advise why you have engaged Florida-based independent
accountants for an Ontario Corporation.
PART I
Business, page 1
General
6. Identify the activities of Creemore Star Printing, Inc. before
the
name change to Smitten Press. Why did Mr. Smitten determine to
continue the operations of Creemore Star Printing rather than
beginning an entirely new business? Please disclose the total
consideration paid for this transaction and the parties involved
in
the negotiations. Please also supplementally advise as to any
assets
of Creemore Star Printing, including any presses or similar
production capabilities, hardware or software products. We note
from
your financial statements that printing presses were delivered to
the
business in 1990.
7. You appear to have the most definitive plans to enter in the
New
Orleans market. Consider revising your business section to
include
disclosure tailored to the New Orleans market. For example,
consider
the difficulties in placing rack jobbers in New Orleans and issue
specifically related to New Orleans` seasonality.
Products, page 3
8. Your first sentence could be construed as a statement that you
are
actively publishing and distributing your magazines. Please
revise
your disclosure throughout the document to clearly state your
current
development stage and the events that need to take place for
Smitten
Press to be in a position to commence selling its products. This
disclosure should include both development and financial
requirements. We note that your disclosure in md&a may assist in
preparing disclosure.
9. Please advise if the statements concerning Mardi Gras Indians
are
attributable to Larry Bannock, President, New Orleans Mardi Gras
Indian Council. Please also advise if the quotations after the
book
titles are subheadings or part of a general discussion.
10. Discuss who will be writing the articles for your magazines.
We
note Mr. Smitten`s extensive publishing background and the various
books he has authored. We also note additional disclosure
concerning
production of art and copy but you have not provided any
disclosure
that you need to hire additional employees for any portion of
production or any statements that you will you use outside
contractors. Consider also revising your md&a section. See Item
303(a)(1)(iv) of Regulation S-B.
11. Please describe the extent to which you will be relying upon
advertising to cover costs associated with production,
distribution
and overhead.
Marketing, page 4
12. Please disclose if Mr. Smitten or anyone associated with
Smitten
Press has experience in selling rack jobbers.
13. Please advise as to the basis for your statement that your
website does not form part of the prospectus.
14. More fully explain the statement that the magazines will be
placed into the various locations on a "consignment basis" and
paid
for "weekly."
15. Explain the pricing for your products, including an estimated
per
issue retail cost of your magazines.
Proprietary Rights, page 4
16. Please describe the time, efforts and funds Mr. Smitten
expended
in developing the rights described on page 4 and the value of the
shares issued to Mr. Smitten.
17. Please provide a legal analysis as to the enforceability of
the
Literary Marketing Rights Agreement signed by Mr. Smitten both on
behalf of the company and for himself. Also advise as to the
terms
and dates to which Mr. Smitten was appointed an executive officer
and
board member.
Competition, page 5
18. Consider also describing the e-commerce market for magazines
of
this type and not just for "book selling." Please also describe
planned increase in competition by distributors and online
marketers.
We note that your disclosure describes magazines and not books.
Please revise to more adequately describe the competitive market.
For
example, does it include local lore books specifically or just
glossy
local lore magazines?
19. Please discuss in greater detail your relative position in the
current market in which you intend to operate, including
quantitative
and qualitative information on your relative position.
Employees, page 4
20. It appears as if Mr. Smitten has published 11 books and is
President of Stock Market Solutions. If Mr. Smitten pursues other
business opportunities with the 80% of time spent on other
activities, that may be similar to those of Smitten Press, please
provide us with guidance on how he will determine any allocation
of
business opportunities to Smitten Press.
Management`s Discussion and Analysis or Plan of Operations, page 7
21. You should provide an overview that includes the most
important
matters on which Mr. Smitten focuses in evaluating financial
condition and operating performance and provide the context for
the
discussion and analysis of the financial statements. See SEC
Release
33-8350.
Plan of Operations, page 7
22. You indicate your financial plan requires you to seek
additional
capital. Please state, if true, that you do not have any plans
or
specific agreements for new sources of funding or any planned
material acquisitions. See Item 303(a)(1)(i) of Regulation S-B.
Please also advise if Mr. Smitten will make loans to Smitten Press
or
intend to engage in any form of third party financing.
23. We note you are currently creating a website. Please advise
as
to the costs associated therewith.
24. Please also discuss the costs associated with your reporting
obligations and the sources of funds to be used to pay such costs.
We
note that you have $76 in cash and are attempting to raise funds;
however, once this registration statement becomes effective you
will
incur significant costs associated with your reporting
obligations.
Here, or elsewhere as appropriate, discuss the consequences to
investors if you fail to satisfy your reporting obligations.
Security Ownership of Certain Beneficial Owners and Management,
page
8
25. We note that Mr. Smitten is listed as the only beneficial
owner
with 10,250,000 shares of common stock, representing 45.56%
interest
as of December 31, 2004. It appears there are additional 52
holders
of record. Please supplementally advise how you have 52 holders
of
record and provide a list of stockholders.
Directors, Executive Officers, Promoters, and Control Persons,
page 9
26. Please state clearly that Stock Market Solutions, Inc. is an
inactive reporting company with no revenue.
27. Please revise to disclose additional information on Messrs.
Thornton, Leitzke and Kranyak. Please advise as to their complete
names and their current and future roles in Smitten Press. Advise
if
there are arrangements concerning compensation as directors and
advise if they are also employees, investors or promoters.
Consider
revising your executive compensation section, as applicable, to
indicate if you currently plan to compensate these persons as
employees, consultants, promoters or affiliates and what
procedures
will be followed.
Executive Compensation, page 9
28. Please confirm that no person could be deemed a promoter. See
Item 404(d) of Regulation S-B. We note your "legal proceedings"
section indicates the possibility of a promoter and your financial
statements have identified Mr. Smitten as a promoter.
Description of Securities, page 10
29. It appears as if you have not filed the bylaws discussed in
this
section pursuant to Item 601(b)(3) of Regulation S-B. Please
advise.
Please also advise if the documents filed as Exhibit 3.1-3.3
present
a complete copy of your Articles of Incorporation.
PART II
Market for Common Equity and Related Stockholder Matters, page 11
30. We note your description of the OTC Bulletin Board. We note,
however, that you are not quoted on any automated quotation
system.
Please prominently state, it true, that you are not quoted on the
OTC
Bulletin Board but desire to be quoted in the future.
Indemnification of Officers and Directors, page 14
31. We note Item 5 appears to be a vb9recitation of a chapter of
the
Ontario Business Corporations Act. Please revise to summarize
this
section of the Corporation Act and describe any charter provisions
or
other arrangement that insures or indemnifies a controlling
person,
director or officer. See Item 702 of Regulation S-B.
PART III
Index to Exhibits, p. 19
32. Please conform the exhibit table to the format set forth in
Form
1-A and conform the listing of exhibits to the documents filed.
* * * *
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
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 comment, 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 filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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 comment on your filing.
Please furnish a cover letter with your amendment that keys
your responses to our comments and provides any requested
supplemental information. Detailed cover letters greatly
facilitate
our review. Please submit your letter on EDGAR. Please
understand
that we may have additional comments after reviewing your
amendment
and responses to our comments.
You may contact April Coleman at (202) 942-1890, or Brad
Skinner, Accounting Branch Chief, at (202) 942-1922, if you have
any
questions regarding comments on the financial statements and
related
matters. For all other matters please call Adam Halper at (202)
824-
5523. If you require additional assistance you may contact the
undersigned at (202) 942-1800.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: Via Facsimile (813) 832-5284
Michael T. Williams, Esq.
Williams Law Group
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Smitten Press: Local Lore and Legends, Inc.
Form 10-SB
Page 1 of 7