June 10, 2010
Via FACSIMILE
Securities and Exchange Commission
Mail Stop 4561
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: H. Christopher Owings, Assistant Director Angie Kim, Staff Examiner
RE: HIDDEN LADDER, INC.
AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM S-1
FILED MARCH 25, 2010
FILE NO. 333-165685
Mr. Owings/Ms. Kim:
This letter responds to comments of the Staff (the "Staff") of the
Securities and Exchange Commission (the "Commission") contained in the letter
from the Staff to Hidden Ladder, Inc. (the "Company") dated April 22, 2010
regarding the above-referenced Registration Statement on Form S-1 (as amended)
(the "Registration Statement").
For your convenience, we have included each of the Staff's comments
before each of the Company's responses. References in this letter to "we," "our"
or "us" mean the Company as the context may require.
STAFF COMMENT 1:
Rule 419 of Regulation C, concerning offerings by blank check companies, defines
a blank check company in section (a)(2) as a company issuing penny stock that is
"a development stage company that has no specific business plan or purpose or
has indicated that its business plan is to engage in a merger or acquisitions
with an unidentified company or companies, or other entity." In this regard, in
discussing the definition of a blank check company in the adopting release, the
Commission stated that it would "scrutinize ... offerings for attempts to create
the appearances that the registrant ... has a specific business plan, in an
effort to avoid the application of Rule 419." Please see Release No. 33-6932.
Your disclosure indicates that you are a development stage company and still in
the process of developing your business plan. We note that you have a limited
operating history, no customers, no revenues, and a net operating loss of
$3,600.
In this regard, it appears that your proposed business may be commensurate in
scope with the uncertainty ordinarily associated with a blank check company.
Therefore, please tell us, with a view to disclose in your filing, why Rule 419
of Regulation C does not apply to you. Alternatively, please revise your
disclosure throughout your filing to comply with Rule 419.
RESPONSE:
We are a development stage company in the early phase of growth. However, we are
not a blank check company because we do have a specific business plan, which a
specific purpose to build our company. Also, we are not engaged in any merger or
acquisition discussions with any other company. Therefore Rule 419 of Regulation
C does not apply.
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STAFF COMMENT 2:
We note your response to comment four in our letter dated April 16, 2010.
However, the revision to your filing should have been made to the cover page of
your prospectus and not the registration statement facing page. We reissue
comment four in our letter dated April 16, 2010.
RESPONSE:
We concur with the Staff and have updated our cover page to reflect there are no
minimum shares to be sold which may result in a loss from the offering.
STAFF COMMENT 3:
We note your response to comment six in our letter dated April 16, 2010 and the
related revisions in your filing. The Dealer Prospectus Deliver Obligation
should have been moved to the back cover page of the prospectus. We reissue
comment six in our letter dated April 16, 2010.
RESPONSE:
We concur with the Staff and have moved the Dealer Prospectus Delivery
Obligation to the back of the cover page of the prospectus.
STAFF COMMENT 4:
We note your response to comments 14 and 15 in our letter dated April 16, 2010
and the related revisions in your filing. However, it does not appear you have
revised all of the relevant statements in your filing. It remains unclear what
stage you are currently at with developing your business plan, the timing on the
completion and execution of your business plan as well as the cost associated
with completing versus executing your business plan. As examples only, and not
as an exhaustive list, we note the following statements:
o "Within the next 12 months, the Company will have costs of at least
$150,000 related to (i) completion of the marketing and business plan
and (II) operational expenses," page 6.
o "The Company anticipates building the product development strategy will
take 4 to 6 months and will cost approximately $105,000," page 20.
o "We anticipated needing a $150,000 in order to execute our business
plan over the next twelve (*12) months," page 21.
Please consistently disclose:
o if true, that your business and marketing plan is not complete and
explain in detail what steps you need to take in order to complete the
plan, with a view to explain how the $150,000 in additional financing
will be allocated to allow for completion of your plan;
o whether completion of your business and marketing plan includes
development and manufacturing of any of your products, as your
disclosure on page 21 would seem to indicate;
o that this offering will not provide you with sufficient resources to
complete your business and marketing plan;
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o if true, that a subsequent offering with proceeds of $150,000 will
allow for completion of your business and marketing plan but will not
allow you to be in a position to start generating revenue by initiating
sales of your products because once your plan is complete you still
need to "execute" upon it; and
o the additional steps and amount of financing needed that will allow you
to "execute" upon your plan (see related disclosure on page 21-22).
Please ensure that your disclosure is consistent with respect to the disclosure
you provide on page 20-22. Please review your entire filing for compliance with
this comment.
RESPONSE:
We concur with the Staff and have updated the language in the registration
statement to be consistent with our risk disclosures on our company status,
current planning and necessary funding steps to bring the product to market in
order to start generating revenues.
STAFF COMMENT 5:
We note your response to our comments 16 and 45 in our letter dated April 16,
2010 and the related revisions in your filing. We further note your references
to sources you viewed. For example, you cite "SEC filings" on page 13, "research
and financial reports released by large companies in the home building and
improvement" on page 18 and "quarterly SEC earnings reports" on page 18. Please
provide these sources and any other sources referenced, marked and dated, or
remove the relevant statements from your document.
RESPONSE:
We concur with the Staff and have removed these references.
STAFF COMMENT 6:
We note your response to comment 20 in our letter dated April 16, 2010 and the
related revisions in your filings. Given your early stage of development and
limted operating history, the risk factors in the Risks Related to Investing in
Our Company, Risks Related to the Company's Market and Strategy and Risk related
to Investing in Our Business sections should be placed before those risks in the
Risks Related to this Offering section. Please revise or tell us why you believe
this is unnecessary. Please see Item 503(c) of Regulation S-K.
RESPONSE:
We concur with the Staff and have moved the Risk Factor ordering to follow the
rules under Item 503(c) of Regulation S-K.
STAFF COMMENT 7:
We note your response to comment 22 in our letter dated April 16, 2010 and the
related revisions in your filing. We reissue comment 22 as it related to the
following risk factors:
o risk factor on page 9 title "Since our sole officer and director
currently owns 100% of the outstanding common stock," which
significantly overlaps with the immediately following risk factor, "The
company's sole officer and direct have will make ... "' and
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o the discussion on page 7 titled "because there is no public market for
our common stock," stating " ... the Company was formed recently and
has only a limited operating history," significantly overlaps with the
first paragraph of the immediately following risk factor which
state"[t]the Company has only been recently formed and has only a
limited operating history and no earnings ... "
Please revise these risk factors to remove the duplicative portions.
RESPONSE:
We concur with the Staff and have revised the risk factors to remove the
duplicative portions.
STAFF COMMENT 8:
We note your response to comment 23 in our letter dated April 16, 2010 and the
related revisions in your filing. We reissue comment 23 as it relates to the
following mitigation language:
o "If the demands of the Company's business require the full business
time of our sole officer and director, he is prepared to adjust his
timetable to devote more time to the Company," page 10.
o "We must always strive to provide a quality product that is functional
yet economical," page 12.
RESPONSE:
We concur with the Staff and have removed these statements.
STAFF COMMENT 9:
We note your response to our comment 31 in our letter dated April 16, 2010 and
the related revisions in your filing. We further note your reference to First
Alert, Black and Decker, Kidde and Red Rung as your competitors on page 13. We
note that with the exception of Red Run, the other three competitors provide
products and services such as fire extinguishers, cash boxes, smoke alarms and
power tools which do not appear to be part of your business plan. Please either
specific those competitors' products(s) with which you believe your products
competes or remove these references to First Alert, Black and Decker and Kidde.
RESPONSE:
We concur with the Staff and have updated the competitor's specific model
information.
STAFF COMMENT 10:
We note your response to our prior comment 33 in our letter dated April 16, 2010
and the related revisions in your filing. Please enhance your disclosure to
specific how funds raised beyond the expected costs will be allocated toward
your business and marketing plan (i.e., toward product design, marketing,
manufacturing, etc.). Please also see comment four above.
RESPONSE:
We concur with the Staff and have revised our disclosures to state how the funds
raised in this offering will be used, as well as the remaining funds required to
complete the business and marketing plan.
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STAFF COMMENT 11:
We note your response to our prior comment 34 in our letter dated April 16, 2010
in your letter dated May 5, 2010 and the related revisions in your filing. It
does not appear that the language you added to the Use of Proceeds section
addresses our comment. We reissue comment 34 in our letter dated April 16, 2010.
RESPONSE:
We concur with the Staff and have modified the use of proceeds section to state
that we will complete the business and marketing plan first without developing
the product. The business and marketing plans are subject to change, but we
believe the plans need to be completed before resources are spent on product
development.
STAFF COMMENT 12:
We note your response to our comments 39, 40, 42, 47, 48, 49, 52, and 55 in our
letter dated April 16, 2010. We further note your response to our comment 55 in
your letter dated May 5, 2010 stating that you do not have the factual
information to questions such as where and how your products will be distributed
and marketed. This appears inconsistent with statements in your Business section
where you state you "intend to use diverse marketing methods, including in store
displays, radio, newspaper ... and expos to reach a large segment of the
population," "plan to market to homebuilders (ex. Home Depot, Lowe's), " and
that you "plan to market to home builders ... [d]istribution will occur in home
builder's retail stores within the Western part of the United States which
include Washington, Oregon, California, and Arizona." Please clarify these
inconsistencies and thoroughly revise your Business and Management's Discussion
and Analysis section accordingly. To the extent that the plans you reference in
your Business and Summary Information about Hidden Ladder sections are premature
and subject to change, as your response to comment 55 would seem to indicate,
please disclose this. Please also disclose steps you need to take to complete
your business plan. Please also see comment number four above.
RESPONSE:
We concur with the Staff and have revised our prospectus throughout to denote
how the Company plans to market and distribute our products. Also, we have noted
where conditions are subject to change.
STAFF COMMENT 13:
We note your response to comment 40 in our response letter dated April 16, 2010
the related revisions in your filing. We further note your response in your
letter dated May 5, 2010 stating your offering is a "set of products" and your
statement on page 18 that you plan to create a "set of safety oriented products
for homeowners." Please either provide examples of the other types of products
you intend to provide or revise this statement and ensure that you clearly
indicated that you plan to develop more than one product, as your disclosure on
page 19 would seem to indicate otherwise. We reissue comment 40. Please also see
comment nine above.
RESPONSE:
We concur with the Staff and have clarified that the Company is planning to
create a set of products of which the safety ladder is the first one.
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STAFF COMMENT 14:
We note your response to comment 44 from our letter dated April 16, 2010. It
does not appear you have made this change in the fourth paragraph on page 18 of
your filing. Please revise or clarify.
RESPONSE:
We concur with the Staff and have modified the references in both the Market
Analysis Summary and disclosures on page 4 to be consistent.
STAFF COMMENT 15:
We note your response to our prior comment 46 from our letter dated April 16,
2010 and all the related revisions in your filing. However, it does not appear
you have revised all of the relevant statements in your filing. We note the
following references:
o "Typical stores have limited display space and devote more of that
space to brand name products because the (sic) sell quicker. Many
larger manufacturers offer the merchant some form of incentive, either
as a discount, or through the use of promotional materials," page 19.
o "The manufacturer must have a system to place to ensure timely
deliveries of the expected quota. Failure to fulfill these contracts
can result in loss of exposure and loss of customers, and has been
listed by the Small Business Administration (SBA) as one of the leading
causes of failure among start-up manufacturers," page 19.
Please disclose whether statements are based upon reports or articles and if so,
please provide sources, marked and dated, for these statements. Where these
statements are not supportable with independent third party data, please
characterize it as your believe and tell us the basis for your belief.
RESPONSE:
We concur with the Staff and updated these statements to reflect that they are
the Company's opinion and beliefs.
STAFF COMMENT 16:
We note your indication here that you intend to market to companies such as Home
Depot, however, your disclosure on page 5 appears to go one step further in
stating that you intend to target Home Depot as an initial sales prospect.
Please revise or clarify.
RESPONSE:
We concur with the Staff and have revised the disclosure on page 5. We intend to
market to various retailers of which Home Depot is a home builder retailer.
STAFF COMMENT 17:
We note your disclosure indicated that you will require $45,000 for working
capital, $10,000 of which will be allocated to public company costs. Please
elaborate upon what these costs constitute, with a view to explaining how they
differ from the accounting and legal costs. Please also explain how long the
$5,000-$6,000 that you plan to raise in this offering and the need for similar
costs (see page 14) will last.
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RESPONSE:
We concur with the Staff and have revised the Company's working capital
requirements to explain the use of proceeds and how they differ from account and
legal costs. In addition, added the time the use of funds are expected to last.
STAFF COMMENT 18:
We note your response to our prior comment 66 in our letter dated April 16, 2010
and the related revisions in your filing. In your filing, please clarify whether
Mr. Johnson is still working for Davis Electric as well as all positions he has
held there. If Mr. Johnson is still working for Davis Electric, please revise
your risk factors at the bottom of page 10 to include this fact. Please see Item
401(e) of Regulation S-K.
RESPONSE:
We concur with the Staff and clarified the reference to Mr. Johnson's work with
Davis Electric. He is no longer working there.
STAFF COMMENT 19:
We note your response to our prior comment 75 in our letter dated April 16, 2010
and the related revisions in your filing relating to Mr. Johnson's consulting
services he provides to L&H Air Company. Please either tell us why this
qualifies as a related party transaction as defined in Item 404(a) and 404(d) of
Regulation S-K or delete this reference all together.
RESPONSE:
We concur with the Staff and have removed the related party transaction
reference.
STAFF COMMENT 20:
We note your response to our prior comment 71 in our letter dated April 16, 2010
and the related revisions in your filing. We further note your statement that
your bylaws do not provide for indemnification of your directors and officers in
connection with any willful neglect or gross negligence. We cannot seem to
locate these provisions in your bylaws. Please direct us to where in your bylaws
these provisions are located or revise your disclosure.
RESPONSE:
Please see section 5.01 of Exhibit 3.2 of the S1 filing on March 25, 2010.
STAFF COMMENT 21:
We note your response to our prior comment 77 in our letter dated April 16,
2010. We cannot seem to locate the legal opinion you added. Please clarify or
revise.
RESPONSE:
We concur with the Staff and added the legal opinion to the registration
amendment filing.
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We trust that you will find the foregoing responsive to the comments of
the Staff Comments. Please direct any comments or questions regarding this
letter or the Registration Statement to the undersigned at 530-409-0453.
Sincerely,
/s/ David Johnson
David Johnson
Chief Executive Officer
Enclosure
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