Mail Stop 4561
November 9, 2005
Robert Farr
Chief Executive Officer
Birmingham Bloomfield Bancshares
33583 Woodward Avenue
Birmingham, Michigan 48009
Re: Birmingham Bloomfield Bancshares
Form SB-2, amendment number 1, filed October 27, 2005
File Number 333-128127
Dear Mr. Farr:
We have reviewed your amended 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.
Why we organizing a new bank, page 2
1. Indicate the date of the report produced by ESRI, referenced in
the sixth paragraph.
2. Indicate in the sixth paragraph the percentage change in median
price of a single-family home on an historical basis for the same
length of time as your projection and over the past year.
Risk Factors, page 8
3. We note the recent troubles in the automobile parts supplier
industry in general, including the bankruptcy filings by Delphi
Corp.
and Collins & Aikman. We further note that both companies are
headquartered in Oakland County and that their circumstances may
have
additional impact on the automobile industry in general. Please
include a risk factor regarding these matters and their possible
impact on the economy of Oakland County and your operations.
Otherwise, confirm in the filing that management does not believe
that adverse events within the automobile industry will
materially
impact Oakland County and the operations on the company.
Plan of distribution, page 15
4. We note your continued reference, beginning in the seventh line
of
the first paragraph, to the sale of securities "where none of our
organizers and directors is currently licensed." Please reconcile
the implication that the organizers and directors are licensed to
sell securities in some states with your reliance on Rule 3a4-1
and
your assertions elsewhere that there is no need for broker dealer
licensing.
5. Messrs. Schwartz, Schwartz and Stapleton are associated persons
of
a broker-dealer, and accordingly do not satisfy the requirements
of
Rule 3a4-1 and are not entitled to the safe harbor contained
therein.
Section 15 therefore governs whether or not Messrs. Schwartz,
Schwartz and Stapleton would need to register as broker-dealers.
As
associated persons of broker-dealers, Messrs. Schwartz, Schwartz
and
Stapleton are engaged in the business of effecting transactions in
securities, and would be engaged in a distribution of securities
in
connection with the proposed offering. As earlier noted, they are
not entitled to rely upon the safe harbor in Rule 3a4-1. Absent
another exemption from Section 15, they would therefore be
required
either to register as broker-dealers or to sell the securities
under
the supervision of the broker-dealer with which they are
associated.
6. Please provide us with additional details as to Mr. Dillon`s
involvement with and date of joining the registrant, compensation,
and expected involvement in the distribution.
Please note that the prior three comments were read by phone
to
counsel for the company on November 8, 2005. Counsel responded by
faxed letter, also dated November 8, 2005. We have the following,
follow-up comment to counsel`s letter.
7. In response to your letter of November 8, 2005, setting forth
the
Company`s position that Messrs. Schwartz, Schwartz and Stapleton
should not be deemed to be brokers under Section 3(a)(4) of the
Exchange Act, we note as an initial matter that an associated
person
of a broker-dealer can never be considered to be a "finder."
Associated persons of a
broker-dealer are "engaged in the business" of effecting
securities
transactions. Thus, to the extent that the Staff has permitted
"finders" not to register as broker-dealers, Messrs. Schwartz,
Schwartz and Stapleton, as associated persons of a broker dealer,
may
not rely on any such relief. Further, we note that Messrs.
Schwartz,
Schwartz and Stapleton`s activities in the offering easily fall
under
those that are considered hallmarks of broker-dealer activity.
See
http://www.sec.gov/divisions/marketreg/bdguide.htm . Lastly, we
note
that the lack of compensation to be paid to Messrs. Schwartz,
Schwartz and Stapleton is not relevant, as they are "engaged in
the
business of effecting transactions in securities for the account
of
others" by virtue of being associated persons of a broker-dealer.
We
therefore disagree with your contention that Messrs. Schwartz,
Schwartz and Stapleton should not be deemed to be broker-dealers
under Section 3(a)(4) of the Exchange Act, and to the extent that
they participate in the offering, they would therefore be required
either to register as broker-dealers or to sell the securities
under
the supervision of the broker-dealer with which they are
associated.
Please revise your registration statement accordingly.
Use of Proceeds, page 16
8. We note the first sentence reference to your repayment of a
$749,000 cash advance from the organizers. Please revise the
filing
to describe this advance, including how it was used and how it
relates to the line of credit discussed in this section and at
Warrants, page 3.
Market opportunities, page 23
9. At the end of the fourth paragraph you reference "predictions
of
economic growth." Please either delete this type of promotional
text
or disclose the basis for this statement.
Exhibit 5.1
10. Item 601(b)(5) requires a legality opinion based on the state
law
of the state of incorporation. If Jenkens & Gilchrist is unable
to
delete the assumptions regarding Michigan law, expressed in the
next
to last paragraph, then another law firm will need to provide
this
opinion.
11. You will need to file an opinion, rather than a form of
opinion,
prior to effectiveness.
* * * *
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.
Direct any questions on accounting matters to Nancy Maloney
at
202-551-3427, or to Joyce Sweeney, senior accountant, at 202-551-
3449. Questions relating to Rule 3a4-1 may be directed to
Elizabeth
MacDonald in the Office of Chief Counsel, Division of Market
Regulation at 202-551-5593. 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
Page 1