Suite 1210 - 777 Hornby Street macdonald
Vancouver, BC tuskey TM
V6Z 1S4 CANADA CORPORATE AND SECURITIES LAWYERS
Telephone: (604) 689-1022
Facsimile: (604) 681-4760
________________________________________________________________________________
Reply Attention of KONRAD MALIK
Direct Tel. 604.648-1671
EMail Address kmalik@wlmlaw.ca
Our File No. 1033-1
June 18, 2010
VIA EDGAR
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Securities and Exchange Commission
100 F. Street, NE
Washington, D.C. 20549-7410
ATTENTION: JAY WILLIAMSON
DIVISION OF CORPORATE FINANCE
Dear Sirs:
RE: OBSCENE JEANS CORP. (THE "COMPANY")
AMENDMENT TO REGISTRATION STATEMENT ON FORM S-1
FILE NO. 333-166064
FILED May 24, 2010
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We are the solicitors for the Company. We refer to your letter of June 4, 2010
addressed to the Company with your comments on the Company's Registration
Statement on Form S-1/A, filed May 24, 2010. For your ease of reference, our
responses to your comments are numbered in a corresponding manner:
PROSPECTUS COVER PAGE
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1. Response: The Company intended to remove this reference in their last S-1/A
and has ensured the below disclosure is removed from its S-1/A Amendment #2
filed concurrently with this response:
"The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of our common shares."
SUMMARY INFORMATION, PAGE 4
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2. Response: The Company has amended the disclosure on Page 24 as well as Note 1
to its financial statements to remove reference to manufacturing and
distributing its jean products. The Company anticipates that it will be involved
in marketing and selling the products to distributors and major retailers so
that disclosure has been retained. However, the Company will still be asking its
distributors to sell and market its products, and as such, disclosure elsewhere
in the S-1/A Amendment #2 filed concurrently with this response which states
that the Company's will be entering into outsourcing agreements in these areas
remains accurate.
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Macdonald Tuskey is an association of law corporations with lawyers called in
the Provinces of British Columbia and Alberta and the State of New York.
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3. Response: The Company has added the following disclosure to its risk factor
on page 16 of its S-1/A Amendment #2 filed concurrently with this response:
"We have not yet applied to have our securities registered in any state
and will not do so until we receive expressions of interest from
investors resident in specific states and requests from such investors
to register our securities in their states before sale."
The Company has also added the following disclosure in the 'Plan of
Distribution' section of its S-1/A Amendment #2 filed concurrently with this
response:
"We anticipate that we will be initially offering our securities in the
State of Florida. Once this Registration Statement is effective, and if
Ms. Stark-Cappelli believes that there is sufficient interest in our
company to offer our securities in the state of Florida, we will
register with the state of Florida under 'blue sky' laws. However, we
have not yet applied for 'blue sky' registration in the state of
Florida, or any other state, and there can be no assurance that we will
be able to apply, or that our application will be approved and our
securities will be registered, in Florida or any other state in the US.
For further discussion regarding 'blue sky' registration please see
'Risk Factors' elsewhere in this Prospectus."
BUSINESS DESCRIPTION, PAGE 21
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4. Response: The Company has added the following disclosure to the 'Business
Description' section of its S-1/A Amendment #2 filed concurrently with this
response:
"We plan to structure our outsourcing agreements to protect our
proprietary designs and ensure efficient production and sales of our
products. We anticipate that we will enter into manufacturing
agreements with independent contractors based on a per unit price of
production. We also anticipate that outsourcing agreements relating to
marketing, selling and distributing will be entered into on an
independent contractor basis and that each contractor will be provided
with a geographical area in which they will have exclusive rights to
market, sell and distribute our products."
5. Response: The Company has added the following disclosure to the 'Business
Description' section of its S-1/A Amendment #2 filed concurrently with this
response:
"We do not currently have a management or design agreement in place
with Ms. Stark-Cappelli and don't anticipate entering into an agreement
with Ms. Stark-Cappelli until we raise sufficient funds to ensure that
we can implement our business plan and financially compensate Ms.
Stark-Cappelli."
6. Response: The Company has removed the following disclosure from the
'Competition' section of its S-1/A Amendment #2 filed concurrently with this
response:
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Macdonald Tuskey is an association of law corporations with lawyers called in
the Provinces of British Columbia and Alberta and the State of New York.
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" ... as well as the anticipated quality of the denim and the
superiority of the finish ("the wash"). Within the contemporary better
jean market, where we anticipate selling our products, jeans sell from
$100 to $300 per pair and designer label jeans can command higher
prices. We believe that our intended price range of $150 to $200 will
provide superior value for the quality, style, fit and finish of
Obscene Jeans Brand."
The Company has added the following disclosure to the 'Competition' section of
its S-1/A Amendment #2 filed concurrently with this response:
"We believe that our competitive strengths lie with Ms.
Stark-Cappelli's extensive experience in the clothing industry in
Italy. We believe that Ms. Stark-Cappelli's experience and knowledge,
gained by working with Italian craftsman experienced in design, fabric,
embroidery, washing and stitching techniques, will allow it to compete
effectively in the jean industry by producing highly marketable
products."
MANAGEMENT'S DISCUSSION AND ANALYSIS, PAGE 28
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7. Response: The Company has revised its table of Milestones to clarify
anticipated timing of each milestone. The Company has also added the following
disclosure to the Plan of Operations section of its S-1/A Amendment #2 filed
concurrently with this response:
"In this event, our focus will likely be on spending available funds on
assuring that we retain our reporting status with the SEC and
developing our product designs to attract investors.
If we are unable to raise additional funds we will not be able to
complete any of the milestones in either Phase 1 or Phase 2. Due to the
fact that many of the milestones are dependent on each other, if we do
not raise any additional capital we will not be able to implement any
facets of our business plan."
MANAGEMENT, PAGE 34
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8. Response: The Company has added the following disclosure to the 'Management'
section of its S-1/A Amendment #2 filed concurrently with this response:
"Except for Stark Enterprises which is owned by Ms. Stark-Capelli, none
of these companies have ever been our parent, subsidiary or affiliate."
9. Response: The Company has added the following disclosure to the 'Management'
section of its S-1/A Amendment #2 filed concurrently with this response:
"Ms. Stark-Cappelli devotes approximately 10-25 hours per week to us."
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Macdonald Tuskey is an association of law corporations with lawyers called in
the Provinces of British Columbia and Alberta and the State of New York.
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EXHIBITS
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EXHIBIT 99
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10. Response: The Company has eliminated the following disclosure from Exhibit
99.1 of the S-1/A Amendment #2 filed concurrently with this response:
"The Subscriber acknowledges and agrees that except as expressly
provided in this Subscription Agreement, this Subscription Agreement
contains the entire agreement between the parties with respect to the
Shares and there are no other terms, conditions, representations or
warranties whether expressed, implied, or written by statute, by common
law, by the Company, by the Subscriber or by anyone else."
11. Response: The subscription agreement is a set of contractual terms agreed
upon by both parties to the agreement. Once agreed upon, those terms are
binding. If a subscriber accepts the term that their execution of the
subscription agreement is an irrevocable offer to purchase shares, then that is
the contractual term as agreed to between the parties. As with any written and
executed contract, it cannot be unilaterally revoked unless the terms of the
contract expressly permit this. As a consequence, the irrevocability is a
contractual issue.
Yours truly,
W.L. MACDONALD LAW CORPORATION
Per: /s/ Konrad Malik
Konrad Malik
KM/rl
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Macdonald Tuskey is an association of law corporations with lawyers called in
the Provinces of British Columbia and Alberta and the State of New York.