July 14, 2010
VIA EDGAR
- ---------
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 JUNE 18, 2010
---------------------------------------------------------------
We are the solicitors for the Company. We refer to your letter of June 28, 2010
addressed to the Company with your comments on the Company's Registration
Statement on Form S-1/A, filed June 18, 2010. For your ease of reference, our
responses to your comments are numbered in a corresponding manner:
SUMMARY INFORMATION
- -------------------
1. Response: The Company has considered Rule 415(a)(1)(ix) and will offer
the securities registered under its Registration Statement in a prompt manner
relying on certain exemptions within state securities laws for individual
issuances. If the need to offer and sell a larger number of shares to a larger
number of investors arises, and such offer and sale is not exempted under
specific state legislation, the Company plans to apply for 'blue sky'
registration in the specific state.
Additionally, the Company has revised the disclosure in its Amended Registration
Statement on Form S-1 filed concurrently with this response to review the
disclosure in its risk factor dealing with 'blue sky' laws as follows:
"We do not know whether our securities will be registered or exempt
from registration under the laws of any state. A determination
regarding registration will be made by those broker-dealers, if any,
who agree to serve as market makers for our common stock. 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 after they have viewed this
Prospectus. We will initially focus our offering in the state of
Florida and will rely on exemptions found in section 517.061 of the
Florida Securities and Investor Protection Act. There may be
significant state blue sky law restrictions on the ability of
investors to sell, and on purchasers to buy, our securities. You
should therefore consider the resale market for our common stock to
be limited, as you may be unable to resell your shares without the
significant expense of state registration or qualification."
BUSINESS DESCRIPTION, PAGE 21
- -----------------------------
2. Response: The Company has revised the disclosure relating to its plans
on entering into an agreement with Ms. Stark-Cappelli under the Business
Description Overview in its amended Registration Statement on Form S-1 filed
concurrently with this response to state:
"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 at least $500,000
in order to fully implement our current business plan."
MANAGEMENT, PAGE 34
- -------------------
3. Response: The Company has added the following disclosure to its amended
Registration Statement on Form S-1 filed concurrently with this response:
"Ms. Stark-Cappelli's experience in fashion design, her
entrepreneurship in the establishment of her own businesses and her
knowledge of the process of designing, producing and selling
clothing products led us the conclusion that Ms. Stark-Cappelli
should serve as our director."
FINANCIAL STATEMENTS
- --------------------
GENERAL
- -------
4. Response: The Company has filed a concurrently dated consent from its
auditors along with the Registration Statement on Form S-1.
EXHIBITS
- --------
EXHIBIT 99
- ----------
5. Response: The Company has revised the form of subscription agreement
attached as an exhibit to the amended Registration Statement on Form S-1 filed
concurrently with this response to remove all references to irrevocability of
the subscription agreement.
Yours truly,
W.L. MACDONALD LAW CORPORATION
Per: /s/ Konrad Malik
Konrad Malik
KM/rl
2