PREVENTIA, INC.
8900 W. Olympic Blvd.#150
Beverly Hills, CA 90211
February 22, 2011
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3561
Washington, D.C. 20549
Re: Preventia, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed January 25, 2011
File No. 333-171104
Dear Sir and/or Madam:
We have reviewed the Securities and Exchange Commission's comment
letter dated February 8m 2011 and have the following responses.
Business Operations, page 18
General
1. Your response to prior comment 11 does not appear to have
addressed all third-party studies that have not been provided.
Specifically we note several footnotes identifying third-party
studies that have not been provided. As previously requested,
please supplementally provide us with the relevant portions of the
materials that you reference, ensuring that each source is clearly
marked to highlight the applicable portion of the section
containing the statistic, and cross-reference it to the
appropriate location in your prospectus. Additionally, certain of
the third-party studies that have been referenced and provided do
not appear to specifically support the related assertions
contained in your prospectus. Further we note other instances of
third party statements in your prospectus for which no support has
been provided. Examples of unsupported third-party statements
include, by way of example only, the following:
- "WM capacity peaks at age 30, and can decline by almost half
by age 60 due to the normal aging process, "(page 19)
- "Adults 50 and over. In 2008 nearly 93 million Americans
belonged to this group, 565 of whom are baby boomers" (page 20)
- "Research has shown that cognitive performance of adults is
threaten by stressful workplaces, which tend to produce poor
conditions for occupational and brain improvement. In order to
stay sharp and in peak metal form, these individuals need more
than everyday mental exertion at work." (page 21)
- "As baby boomers age, they become more health-conscious,
which consequently results to significantly higher health
expenditures. With spending estimated at around $2.1 trillion the
largest among all U.S. consumer groups, baby boomers have started
investing in their own occupational and brain fitness to maintain
mental acuity and delay Alzheimer's disease symptoms." (page 22)
- "Increased interest in occupational and brain maintenance
within this age group is linked to several studies that have
indicated how adding occupational and brain exercises to older
adults' weekly schedule can reduce their risk of developing AD
symptoms by 64%. (page 22)
Please carefully review and revise your prospectus to ensure that all
third-party statements, including the above, are identified and
adequately supported.
All third-party statements have been identified and adequately
supported. Any unsupported statements have been removed.
Competition, page 29
2. We note your response to prior comment 12. Given that you have not
yet developed a product to compete with the "industry leaders," please
provide a balanced discussion of your competitive position in the
occupation and brain training market. Disclose any negative factors
pertaining to your competitive position. See Item 101(h)(4)(iv) of
Regulation S-K.
The disclosure has been revised to include the negative factors
pertaining to the registrant's competitive position.
Reports to Security Holders, page 30
3. We note your response to prior comment 15 that you intend to become
a fully reporting company under the requirements of the Securities
Exchange Act of 1934 by filing a Form 8-A. Please tell us when you
intend to file the Form 8-A with the Commission.
The registrant intends to file Form 8-A within 30-60 days
following the effective date of the registration statement.
Liquidity and Capital Resources, page 33
4. Your revised disclosure does not appear to address all of the issues
raised in prior comment 16. As previously requested, state the minimum
number of months that you expect to be able to conduct planned
operations and to satisfy your obligations using your currently-
available capital resources of $2,571. In addition, quantify the total
anticipated costs and amount of additional capital that will be needed
in order to fund the company's projected operations and satisfy its
obligations for a minimum of twelve months from the date of the
prospectus. In this regard, it is unclear how much additional capital
you will need to cover rent, the development of your website, and
marketing efforts, in addition to the $100,000 per product line that you
will need to develop the products. For guidance, see Section III.C of
SEC Release No. 33-6835, available on our website at
http://www.sec.gov/rules/interp/33-6835.htm.
The following disclosure has been added:
Our current cash balance is estimated not to be sufficient to fund
our current operations. Along with an estimated $100,000 per
product line, the registrant estimates that an additional $100,000
would be required for working capital, reporting requirement fees,
website and development fees. Dr. Friedman has verbally agreed to
personally loan any amounts up to the $100,000 needed to run
operations until the product lines are developed. Any loan
provided by Dr. Friedman shall be binding, with an interest rate
of five percent per annum and a term of one year. However, we
still need raise sufficient funds to complete the development of
our product line. No other financing plans are in place. We may
never obtain the necessary financing to complete product
development and begin operations.
Plan of Operations, page 33
5. We reissue prior comment 17. Please expand your discussion to
provide more detailed information regarding your plan of operations over
the next twelve-month period. Discuss each of your planned activities
and each material event or step required to pursue each of your planned
activities. To the extent you discuss future plans, such as using
"outside contracts" to develop products or developing a website, the
discussion should be balanced to include time frames for implementing
such plans and any uncertainties or obstacles involved before the
planned operations can commence.
The plan of operation has been expanded to provide more detailed
information as required.
6. We are unable to locate a response to prior comment 18. Accordingly
we reissue prior comment 18 in its entirety. As previously noted, on
page 34 you indicate that you are attempting to "commence sales to raise
needed cash for the remainder of the year..., supplemented by officer
advances," As previously requested, please clarify your reference to
"sales." Further, provide a materially complete description of the loan
arrangements with Dr. Friedman or other officers, including the amount,
interest rate, and terms of repayment. Tell us whether these are
binding commitments, and, if the agreements are written, what
consideration you have given to filing the agreement as exhibits to this
registration statement. See Item 601(b)(10)(ii)(a) of Regulation S-K.
Finally, explain how the company intends to handle its liquidity needs
if additional funding from these sources is not available.
The disclosure has been expanded for clarity as follows:
Our current cash balance is estimated not to be sufficient to fund
our current operations. Along with an estimated $100,000 per
product line, the registrant estimates that an additional $100,000
would be required for working capital, reporting requirement fees,
website and development fees. Dr. Friedman has verbally agreed to
personally loan any amounts up to the $100,000 needed to run
operations until the product lines are developed. Any loan
provided by Dr. Friedman shall be binding, with an interest rate
of five percent per annum and a term of one year. However, we
still need raise sufficient funds to complete the development of
our product line. No other financing plans are in place. We may
never obtain the necessary financing to complete product
development and begin operations.
Involvement in Certain Legal Proceedings, page 37
7. We note your response to prior comment 19. However, it does not
appear as though any changes have been made to your disclosure on page
37. Please advise.
The disclosure has been revised to include the ten year period.
Thank you for your time and consideration in this matter.
Sincerely,
/s/Murray Friedman, DDS
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Murray Friedman, DDS
Chief Executive Officer