Mail Stop 0309 October 19, 2005
Mr. Adrian Crimeni
Principal Executive Officer
DuJour Products, Inc.
West 2809 Longfellow
Spokane, Washington 99205
Re: DuJour Products, Inc.
Registration Statement on Form SB-2, filed September 26, 2005
File No. 333-128555
Dear Mr. Crimeni:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Prospectus Cover Page
1. Please disclose the termination date of the primary offering on
the cover page of the prospectus.
2. Please delete the fourth paragraph on the prospectus cover
page.
It is unclear to us what you mean by the "quoted price" since
there
is no market for your shares and you have already disclosed the
offering price of $.025 per share. You can provide the
information
about broker dealers in the main body of the prospectus.
3. Please move your cross-reference to the risk factors to a more
prominent location on the cover page, preferably no later than
following the first two paragraphs.
Summary, pages 7-9
Description of Property, page 8
4. Please revise your disclosure to disclose who owns the office
space that constitutes the company`s current business office.
Summary of Financial Information, page 9
5. Please revise your net loss calculation, May 14, 2004
(inception)
through June 20, 2005, to agree with the financial statements.
Risk Factors, pages 9-13
General
6. We note that you have 75,000,000 shares of authorized common
stock
and only 9,420,000 shares are currently issued and outstanding and
only 13,920,000 will be issued and outstanding after the offering.
Please also add a risk factor that addresses the risks of having
such
a large number of authorized but unissued common stock, including
the
risks that your management may issue additional stock without
further
stockholder approval, thereby causing dilution of current company
stockholders. Please also discuss how future sales of your shares
of
stock may have a depressive effect on the market price of your
stock.
"There is substantial doubt about Dujour`s ability to continue as
a
going concern." Page 9
7. Please revise to discuss the consequences of your going concern
qualification in terms of your ability to raise capital.
"If we do not obtain additional financing, our business will fail,
which will result in the complete loss of your investment." Page 9
8. Please incorporate into this discussion the rate at which you
are
currently burning cash on a monthly basis.
9. Please revise your disclosure in this risk factor to briefly
describe what you mean by "sustain business operations." We note
that you currently have no business operations. In addition, the
revised disclosure will help investors better understand the
impact
of a change in your capital resources.
10. Please add to the risk factor at the top of page 13 the risks
you
may face associated with the following factors you mention here:
"stability of trade between the United States and Mainland China
and
the strength of the US dollar," and eliminate those references in
this risk factor.
"Because the company anticipates operating expenses will increase
prior to earning revenue, we may never achieve profitability."
Page 9
11. To the extent practicable, please quantify the expected
increase
in operating expenses you discuss in this risk factor. We note
that
it appears you may have already quantified some of these expenses
in
your summary of the offering on page 8. Please revise your
discussion here as well.
"Because the Internet will be one of the company`s main venues to
showcase it`s product line, any significant changes to the
Internet`s
exisiting communications infrastructure may affect our ability to
conduct business." Page 10
12. This risk factor is very generic. First, the statement, "may
affect our ability to conduct business" in the risk factor heading
is
generic language and does not provide investors with specific
disclosure of exactly how this risk will affect your business.
Please revise to identify the specific and immediate effect to
investors of the risk that you have identified. Second, this risk
factor is also generic in that it could apply to almost any
company
that intends to use a website to conduct business. Please revise
this risk factor to discuss how the mentioned risks related to the
Internet infrastructure apply to your company`s future website and
business model.
"Because the company`s officers and directors have other outside
business activities, they may not be in a position to devote a
majority of their time to company which may result in periodic
interruptions or business failure." Page 11
"Because the executive officers do not have direct experience in
the
promotional products business, the company may never be successful
in
implementing its business strategy which will result in the loss
of
your investment." Page 11
13. We note your disclosure on page 20 that you currently have
only 1
employee who is your sole officer and director. Please revise the
plural references in these risk factors and throughout the
prospectus
so that they are consistent with the fact that you have only one
employee.
14. Please add a risk factor that discusses your dependence on Mr.
Crimeni, as he is the company`s sole employee, officer and
director.
"We currently have no market for our shares, thus shareholders may
be
unable to sell their shares and even if a market should develop,
the
price may be volatile and shareholders may lose their entire
investment." Pages 11-12
15. Please describe the circumstances that would have to occur
before
you would pursue a listing on the Over-The-Counter Bulletin Board.
16. Please separate your discussion of penny stocks into a
separate
risk factor with an appropriate heading that identifies the risk
associated with penny stocks.
17. You state in this risk factor that your common stock "could
be"
considered to be a penny stock. Please revise your disclosure to
clarify that if your stock has a market price of less than $5.00
per
share, it will be considered a penny stock.
"Because our company`s management currently owns 74.3% of the
outstanding common stock, investors may find decisions made by
management contrary to their interests." Page 12
18. Because you currently have only 1 employee, Mr. Crimeni, who
is
your sole officer and director, he appears to be the company`s
"management." Please revise the references in this risk factor
and
throughout the prospectus to "management," "they," "officers and
directors" and other similar terms to refer to Mr. Crimeni or your
officer/director. Please also add to your discussion any specific
conflicts of interest you believe Mr. Crimeni may have with
shareholders` interests.
Selling Security Holders, pages 16-17
19. Please tell us whether any selling security holder is a
broker-
dealer or an affiliate of a broker-dealer. We may have further
comments.
Plan of Distribution, pages 17-18
20. We note your statement that you are selling the shares only
outside of the United States. Please confirm the accuracy of this
statement and, if true, please disclose why you are registering
the
primary part of this offering.
21. We note your reference to "tombstones" in this section.
Tombstones are generally referred to as advertisements placed by
underwriters. Since this is not an underwritten offering, please
provide us an explanation of your use of this term.
Business, pages 19-20
22. Please note that Item 101(c)(3) of Regulation S-B encourages
you
to provide your Internet address if available.
23. You state that the "promotional products industry in the
United
States was estimated to be $17.3 billion dollars in 2004" on page
19.
To the extent practicable, please provide the actual size of the
industry rather than an old estimate.
24. You cite to the following statistics about promotional
products:
* "Over 29% of all sales of promotional products are what the
industry calls wearables."
* "The largest market category for promotional products is
business
gifts, accounting for almost 18% of industry sales."
* "Trade show giveaways account for over 12% of industry sales."
Please revise to identify the source of these statistics and
provide
us with marked copies of the documents containing these
statistics.
25. Please expand your discussion of the line of products that
will
be under the two dollar range to explain what type of products
will
be in this category.
Management`s Discussion and Analysis or Plan of Operation, pages
21-
23
26. Please provide the plan of operation disclosure required by
Item
303(a) of Regulation S-B. For example, you should explain your
planned expenditures and financing needs for the next twelve
months.
We may have further comments.
27. We note your reference to the sale of stock to Mr. Crimeni on
February 17, 2004. Elsewhere in your prospectus, you indicate
this
sale occurred in 2005. Please revise.
28. Please revise your disclosure on page 23 to state the
cumulative
proceeds you received from the February 17, 2004 and the June 29,
2005 sales of your common stock.
Background of Officers and Directors, pages 23-24
29. Please revise your disclosure to include the dates of service
for
each experience you describe for Mr. Crimeni. Please also confirm
to
us that you have described his business experience during the past
five years as required by Item 401(a)(4) of Regulation S-B.
Signatures, page 32
30. We note the filing does not include the signature of your
controller or principal accounting officer. Please include this
signature in an amended Form SB-2. If Mr. Crimeni also serves as
the
controller or principal accounting officer, please designate him
as
such and caption his signature as the controller or principal
accounting officer in your amended filing. See Instructions 1 and
2
to the Signatures section of Form SB-2.
Financial Statements
General
31. We note that your audit report was signed by an audit firm
based
in Canada. Please tell us how you concluded that it is appropriate
to
have an audit report issued by an auditor licensed outside of the
United States. In accordance with Article 2 of Regulation S-X, we
believe that the audit report of a registrant (that is not a
foreign
private issuer) should ordinarily be rendered by an auditor
licensed
in the United States. Further guidance may be found in Section 5.K
of
"International Reporting and Disclosure Issues in the Division of
Corporation Finance" on the Commission`s website at:
http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm
#P4
42_69217. Please tell us (1) where the majority of your revenues
are
earned, (2) where the majority of your assets are located, (3)
where
your management and accounting records are located and (4) where
the
majority of the audit work is conducted. We may have further
comments.
Note 3. Capital Stock, page F-8
32. Clarify in the disclosure if you issued or offered 10,000,000
shares in the private placement on November 1, 2004.
* * * * *
As appropriate, please amend your filings in response to
these
comments. You may wish to provide us with marked copies of the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information. Detailed cover letters
greatly facilitate our review. Please file your cover letter on
EDGAR under the form type label CORRESP. Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as 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 connection with our review of
your
filing or in response to our comments on your filing.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Christine Allen at (202) 551-3652 or Lisa
Vanjoske at (202) 551-3614 if you have questions regarding
comments
on the financial statements and related matters. Please contact
Sonia Barros at (202) 551-3655 or me at (202) 551-3710 with any
other
questions.
Sincerely,
Jeffrey P. Riedler
Assistant Director
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Mr. Adrian Crimeni
October 19, 2005
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