Mail Stop 4561
September 30, 2005
Robert Farr
Chief Executive Officer
Birmingham Bloomfield Bancshares
33583 Woodward Avenue
Birmingham, Michigan 48009
Re: Birmingham Bloomfield Bancshares
Form SB-2, filed September 6, 2005
File Number 333-128127
Dear Mr. Farr:
We have reviewed your Form SB-2 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 have
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 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
1. In the third paragraph and other places in the filing you make
reference to "certain states where none of our organizers and
directors is currently licensed." Where appropriate please
explain
this reference, taking into account that the offering will be made
by
organizers and management on a best efforts basis.
2. Please confirm that the cover presentation will be limited to
one
page.
Why we are organizing a new bank, page 1
3. You tend to describe your market area in an isolated manner.
Please expand the summary and your market area discussion in the
body
of the text to describe the relationship between Oakland County
and
the greater Detroit area for a reader who is not familiar with it.
4. We note your reference to Oakland County having a "vibrant
economy" and similar promotional language on page 23. Please
confirm
supplementally that your market area is not impacted by the
greater
Detroit area economy or revise the filing to reflect this
situation,
with quantification.
5. Tell us whether you paid ESRI Business Information Services to
prepare the forecasts specifically for you.
Executive officers, directors and organizers, page 2
6. We note the employment background of Messrs. Dillon, Schwartz,
Schwartz and Stapleton disclosed later in the prospectus. Please
advise us how these persons will be permitted to sell the stock of
the company in this offering, taking into account the limitations
set
out in Rule 3a4-1 of the Exchange Act, and in particular Rule 3a4-
1(a)(3).
7. Where appropriate in the filing disclose the extent to which
you
are relying on Rule 3a4-1. Also, confirm for us that
the organizers and management have been advised of the limitations
on
their selling efforts set out in that rule.
8. We note the reference to the loan from organizers being paid
off
in stock, but find no other discussion of this matter. Please
revise
the filing at Use of Proceeds and other appropriate points to
reflect
this situation.
Stock Options, page 4
9. Assuming issuance of the 225,000 shares allotted to the stock
incentive plan, disclose the percentage of these shares to the
total
then outstanding. Also, give the exercise price of the options
referenced in the second paragraph.
Caution Regarding Forward-Looking Statements, page 13
10. Delete the reference to the Private Securities Litigation
Reform
Act in the first sentence. As you state in the last sentence, it
does not apply to your company in its initial public offering.
Capitalization, page 18
11. Please revise to reconcile your actual accumulated pre-opening
deficit of $656,795 to the amount of accumulated deficit reported
in
your financial statements.
Management`s Discussion and Analysis of Financial Condition and
Plan
of Operations, page 19
12. Please revise to disclose how you considered the expected
payments to Bankmark for consulting services and related expenses
in
your budgeted amounts disclosed at the top of page 18.
Related Party Transactions, page 43
13. Please revise this section to indicate whether the
transactions
described at the last two bullets were on terms comparable to
those
which would have been reached with unaffiliated parties.
* * * *
Closing Comments
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.
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 will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and
the
Securities Exchange Act of 1934 as they relate to the proposed
public
offering of the securities specified in the above
registration statement. We will act on the request and, pursuant
to
delegated authority, grant acceleration of the effective date.
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.
Direct any questions on accounting matters to Nancy Maloney
at
202-551-3427, or to Joyce Sweeney, senior accountant, at 202-551-
3449. Please direct any other questions to David Lyon at 202-551-
3421, or to me at 202-551-3491.
Sincerely,
Todd K. Schiffman
Assistant Director
By fax: Geoffrey Kay
Fax number 214-855-4300
Birmingham Bloomfield Bancshares
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