Mail Stop 4561
December 23, 2005
Anju Tandon
President and Chief Executive Officer
TNT Designs, Inc.
305 Madison Avenue, Suite 449
New York, NY 10165
Re: TNT Designs, Inc.
Amendment No. 2 to Registration Statement on Form SB-2
Filed December 7, 2005
File No. 333-123941
Dear Mr. Tandon:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Summary
The Offering, page 7
1. We note your statement that the selling shareholders may "offer
the common stock in privately negotiated transactions or at a
fixed
price of $0.10 until our shares are quoted" on the OTC Bulletin
Board. Please revise to state that selling shareholders will
offer
the shares at a fixed price of $0.10 until the shares are quoted
on
the OTC Bulletin Board and thereafter at market prices or
privately
negotiated prices.
Description of Distribution, page 17
2. We note your response to comment 11. Please revise the fifth
paragraph under this heading to delete your reference to Rule
424(b).
Description of Business, page 20
3. Refer to comments 9 and 16. Please revise to explain how you
and
Radico will determine the minimum quantity of products when
placing
an order. Further, revise to discuss your commission structure
with
Radico.
4. We are unable to locate the requested disclosure relating to
comment no. 17. Please revise or advise.
Exclusive Distributorship and Alliance Agreement, page 21
5. We note your statement that you are an "exclusive distributor"
of
Radico products. Please revise here and throughout to delete the
term "exclusive". In this regard, we note that Radico has
permitted
another retailer in New York to distribute its products. Further,
revise the second paragraph under this heading to clarify that you
are not the "only company authorized in New York to import, market
and distribute Radico products." Finally, explain what you mean
when
you state in first paragraph under this heading that "all future
distributions will be handled by TNT." Again, we note that Radico
has permitted another retailer in New York to distribute their
products.
6. Please expand your disclosure to specify what rights, if any,
the
other retailer has and to the extent, if any, that these rights
impact TNT`s agreement with Radico.
Report of Independent Registered Accounting Firm, page F-2
7. We note that you have incurred operating losses and negative
cash
flows from operating activities since inception. In addition, you
disclose on page 8 that TNT currently has enough cash on hand to
fund
current monthly operating expenses for a period of only five
months.
SAS 59 (AU Section 341) states that an auditor has a
responsibility
to evaluate whether there is substantial doubt about the entity`s
ability to continue as a going concern for a reasonable period of
time, which is defined as one year. In that regard, please advise
us
why the audit report on the Company`s financial statements does
not
include an explanatory paragraph regarding the substantial doubt
about your company`s ability to continue as a going concern.
Part II
Item 28. Undertakings, page II-2
8. Please update your Item 512(a) undertakings in accordance with
the
amendments thereto that became effective as of December 1, 2005.
********************
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
You may contact Kristi Beshears, Staff Accountant, at (202)
551-3429 or Linda Van Doorn, Senior Assistant Chief Accountant, at
(202) 551-3780 if you have questions regarding comments on the
financial statements and related matters. Please contact Jeffrey
Shady, Staff Attorney, at (202) 551-3471 or the undersigned at
(202)
551-3694 with any other questions.
Sincerely,
Owen Pinkerton
Senior Counsel
cc: Levy & Boonshoft, P.C. (via fax)
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Anju Tandon
TNT Designs, Inc.
December 23, 2005
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