HART & TRINEN
Attorneys at Law
1624 Washington Street
Denver, Colorado 80203
(303) 839-0061 (303)
839-5414 (fax)
June 15, 2005
Duc Dang
Securities and Exchange Commission
450 5th Street, N.W.
Mail Stop 0304
Washington, D.C. 20549
Re: Bella Trading Company, Inc.
Registration Statement on Form SB-2
File Number 333-121034
Dear Mr. Dang:
This office represents Bella Trading Company, Inc. (the "Company").
Amendment No. 2 to the Company's Registration Statement on Form SB-2 has been
filed with the Commission. This letter contains the Company's responses to the
comments received from the Staff by letter dated March 11, 2005. The paragraph
numbers in this letter correspond with the numbered paragraphs in the Staff's
comment letter. A numerical reference next to a response indicates the page
where changes have been made in response to the comment.
Page Reference
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1. The number of shares offered by the Company and the
selling shareholders will change in the event of a
stock split. N/A
2. The risk factors have been numbered and the risk factor
headings are in bold face. N/A
3. It is possible that the Company's common stock may be
listed on the OTC Bulletin Board prior to the expiration
date of the offering. N/A
4. Comment complied with. 4
5. We have revised the risk factor which is the subject
of this comment. 5
6. We have revised the risk factor which is the subject of
this comment. 5
7. Each risk relates to Bella's potential inability to earn
a profit. Accordingly, it is our opinion that the presentation
in this risk factor is best. N/A
Page Reference
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8. Comment complied with. 5
9. Comment complied with. 6
10. The $200 number was a typographical error. As a result,
there was not any change in the valuation of the shares issued. N/A
11. Comment complied with. 7
12. Comment complied with. 17
13. Comment complied with. 8
14. The Company does not have any securities authorized under
any equity compensation plan. N/A
15. Comment complied with. 10
16. Rather than repeat the details of the Company's advertising
program in this section of the prospectus, we have added a
cross reference to the section of the prospectus where the
advertising program is discussed in more detail. The funds
required to start the advertising program are shown
in the column marked "Estimated Cost". 11
17. Comment complied with. 14
18. Comment complied with. 11
19. Comment complied with. 11
20. We have removed the phrase which is the subject of this comment. 11
21. Any private placement will be made after the registered
offering has terminated. N/A
22. The term "Bella Studio creations" has been removed from the
Company's website. N/A
23. Comment 43 in the Staff's January 11, 2005 letter requested
a definition of the term "contemporary mainstream jewelry".
In Amendment No. 1 the Company stated, in response to this
comment, that its contemporary jewelry is similar to that
seen in large U.S. chain stores. The Company could have
mentioned over 100 chain stores which carry
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"contemporary" jewelry (i.e. Sears, Target, Dillards,
Penny's, Foleys) but choose Zales and Whitehall
since both of these stores have locations nationwide
and would likely be known to potential investors. Since
these two stores sell the same type of "contemporary
products" offered by the Company. The reference to these
stores is appropriate. We note that Zale Corporation,
in its 10-K report for the year ended July 31, 2004 uses
the terms "classic" and "contemporary" to describe
the jewelry carried by one of its divisions. N/A
24. See response to comment 23. N/A
25. Comment complied with. 12
26. Comment complied with. 13
27. Comment complied with. 13
28. Comment complied with. 13
29. Comment complied with. 13
30. Comment complied with. 3, 14
31. Comment complied with. 14
32. Comment complied with. 3
33. Comment noted. N/A
34. Comment complied with. 14
35. Comment complied with. 13
36. Comment complied with. 5
37. Comment complied with. 16
38. The prospectus has been amended to disclose that the
products previously sold by Ms. Preston are similar
to those offered by the Company. Ms. Preston is not
competing with the Company. 16
39. Comment complied with. 16
40. Comment complied with. 17
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41. We honestly have no idea as to what additional information
we could provide in response to comment 61 contained in
the Staff's letter dated January 11, 2005. N/A
42. The Company's officers made the sales shown in Item 26
of the registration statement. As such, the Company's
officers cannot rely on Rule 3(a)(4). N/A
43. The Company has not established, nor is it required to
establish, any criteria for accepting or rejecting a
subscription. An investor can withdraw a subscription
at any time before acceptance. 18
44. The Company does not intend to use a Subscription Agreement
for this offering. The Company may use a "confirmation"
form, but it has not developed such a form at this time. N/A
45. The financial statements are correct. The $16,000 in net
proceeds are net of offering expenses of $4,000. N/A
46. The basis of the Company's knowledge is personal contact
with the investors. N/A
47. The financial statements have been updated. Financial Statements
48. Rule 504(b) requires compliance with Rules 501, 502(a),
502(c) and 502(d). The Company complied with Rule
504(b) as follows: N/A
Rule 501 - definitions only, no compliance required.
Rule 502(a) - since the private offering has, to date,
been the only offering by the Company, integration is not
an issue.
Rule 502(c) - the securities were sold without any general
solicitation or advertising.
Rule 502(d) - the securities were restricted from resale
for a period of one year.
49. The financial statements have been revised to reflect a
valuation of $400 for the shares issued to Ms. Preston. F-5
If you should have any questions concerning the above please do not
hesitate to contact the undersigned.
Very truly yours,
HART & TRINEN, L.L.P.
William T. Hart
WTH:ap