June 22, 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. 3 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:
We note your response to comment one in our letter dated June 3, 2010. IN that
response, you state that you are not a blank check company. If, as you state,
you believe that you do not fall within the definition of a blank check company
and are not subject to Rule 419 of Regulation C, please include in your
prospectus appropriate disclosure to demonstrate your status as a non-blank
check company. In this regard, please include, if true, an affirmative statement
in the forepart of your prospectus stating clearly that you are not a blank
check company and have no plan or intentions to be acquired or to merge with an
operating company nor do you, nor any of your shareholders, have plans to enter
into a change of control or similar transaction or to change your management.
RESPONSE:
We concur with the Staff and have added the affirmative disclosure that we are
not a blank check company.
STAFF COMMENT 2:
We note your response to comment two in our letter dated June 3, 2010 and the
related revisions to your filing. The appropriate change should be made to the
prospectus cover page and not the registration statement facing page. We note
the prospectus cover page being after the sentence "The registrant hereby amends
this registration statement on such date or dates as may be necessary to delay
its effective date ... " We reissue comment two from our letter dated June 3,
2010.
RESPONSE:
We concur with the Staff and have updated reference to the prospectus cover
page, not the registration statement facing page.
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STAFF COMMENT 3:
We note your response to comment three in our letter dated June 3, 2010 and the
related revision in your filing. The Dealer Prospectus Delivery Obligation
should be moved to the back cover page of the prospectus. We note that the back
cover page of the prospectus would be on page F-9, before Part II of your
registration statement. We reissue comment three in our letter dated June 3,
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 statements on page 6 and throughout your filing that you have not
yet developed your business and marketing plan and that such plans are subject
to change. Please state this in your Summary Information About Hidden Ladder
section.
RESPONSE:
We concur with the Staff and have added the appropriate language to the Summary
Information section.
STAFF COMMENT 5:
We note your response to comments four from our letter dated June 3, 2010 as
well as the revisions throughout your filing. However, it does not appear you
have revised all of the relevant statements in your filing. It still remains
unclear what stage you are currently at with your business plan. For example,
and not as an exhaustive list, we note the following statements:
o "[W]e believe that if we do not raise additional capital within 12
months of the effective date of this registration statement, we may be
required to suspend or cease the implementation of our business plans,"
(emphasis added) page 6.
o "Since inception, the majority of the company's time has been spent
refining its business plan and conducting industry research," (emphasis
added) page 20.
o "In the early stages of our company, we will need cash for completing
the business and marketing plans. We anticipate that during the first
year, in order to execute our business plan to any meaningful degree,
we would need to spend a minimum of $150,000 on such endeavors,"
(emphasis added) page 21.
We reissue comment four from our letter dated June 3, 2010.
RESPONSE:
We concur with the Staff and have revised the references in the registration
statement to clearly state exactly where we are with the business and marketing
plan development.
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STAFF COMMENT 6:
We note your statement on page 6 that you "must complete the business and
marketing plans before any development can start on the design of the product
suite" which seems to imply that the business and marketing plan will encompass
more than one product. However, your disclosure in the second paragraph on page
14 seems to indicate otherwise. Please revise or clarify. Please also discuss
how much, if at all, of the anticipated $150,000 needed will be used to plan for
the development of your other products you mention on page 17.
RESPONSE:
We concur with the Staff and have updated the disclosure to reflect the product
suite, not just one product. Also, the $150,000 will be used for the first
product. Subsequent products will require additional planning and capital.
STAFF COMMENT 7:
We note your response to comment six from our letter dated June 3, 2010. It does
not appear you have fully complied with this comment. For example, you cite
"financial reports filed on the SEC website" at the bottom of page 20. We
reissue comment five from our letter dated June 3, 2010. Please review your
entire filing for compliance with this requirement.
RESPONSE:
We concur with the Staff and have revised our registration statement to remove
these references to comply with this requirement.
STAFF COMMENT 8:
We note your response to comment ten from our letter dated June 3, 2010 and the
related revisions on page 14 stating that "funds raised beyond these expected
costs are expected to last at least for six months and will be used to further
the development of the business and marketing plan." Please enhance your
disclosure to specify how funds raise beyond the expected costs - $25,000 - will
be allocated to your business and marketing plan (i.e toward product design,
technical manufacturing, marketing, etc.). We reissue comment ten from our
letter date June 3, 2010.
RESPONSE:
We concur with the Staff and have updated the use of proceeds to ???.
STAFF COMMENT 9:
We note your response to comment 17 from our letter dated June 3, 2010 and the
related revisions on page 14 and 20. We further note your response stating that
$45,000 will be used for general working capital purposes and "estimated as
follows: $5,0000 for public company costs that include Edgarization fees for SEC
filings, $10,0000 for legal, $10,000 for accounting and the balance for general
expenses including travel, telephone, and internet service." Please enhance your
disclose to specify how the $20,000 balance for general expenses will be used.
RESPONSE:
We concur with the Staff and have updated the MD&A to reflect the specific use
of the $20,000 in general expenses.
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STAFF COMMENT 10:
We note your acknowledgement of the need to conduct a third offering to provide
financial resources for the product design, prototype, and to bring the product
to market in order to generate revenues. If you know, please provide an estimate
of the amount of funds you will need to raise in your third offering in order to
accomplish this goal.
RESPONSE:
We cannot provide an estimate until we complete the business and marketing plan.
STAFF COMMENT 11:
We note your response to comment 18 from our letter dated June 3, 2010 and the
related revisions in your filing. Please include the positions Mr. Johnson held
while at Davis Electric as well as his current position from 2009 through the
present day. We reissue comment 18 from our letter dated June 3, 2010.
RESPONSE:
We concur with the Staff and have updated the references of Mr. Johnson's work
experience from 2009 to present day.
STAFF COMMENT 12:
We note your response to comment 20 from our letter dated June 3, 2010. We have
reviewed section 5.01 of Exhibit 3.2 of your Form S-1 filed on March 25, 2010
and cannot locate the relevant provisions. Please revise or clarify.
RESPONSE:
On the term "willful neglect", please see section 5.01 (7)(d). On the
terminology "gross negligence", we concur with the Staff and have updated our
indemnification section in the registration statement.
STAFF COMMENT 13:
Please clarify in the first paragraph that Schneider Weinberger & Beilly LLP has
acted as counsel to the company.
RESPONSE:
Schneider Weinberger & Beilly has not acted as company counsel. They have only
provided the opinion as to the registerable shares in the registration
statement.
STAFF COMMENT 14:
We note your indication that you do not admit that you are included within the
category of persons whose consent is required. While counsel may state that it
does not admit that it is an expert under Section 7 of the Act, it may not
disclaim responsibility for providing a consent. Please revise.
RESPONSE:
We concur with the Staff and have modified the opinion accordingly.
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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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