VERVE VENTURES INC.
From:
Leslie Clitheroe
President and CEO
Verve Ventures Inc.
33 Turnberry Drive
Wilmslow, Cheshire
SK92QW
AMENDMENT #1
Re: Form S-1 filed December 16, 2010
To Whom It May Concern:
On behalf of Verve Ventures Inc. a Nevada corporation (the "Company"), we submit
the following responses which correspond to the numerical comments contained in
the Securities and Exchange Commission letter dated January 11, 2011 (the "SEC
Letter") regarding the Registration Statement on Form S-1 (the "Registration
Statement").
Registration Statement on Form S-1
General
1) The Company is not a blank check company as defined in Rule 419.
Pursuant to Rule 419, a blank check company is a development stage
company that either has no specific business plan or purpose, or has
indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies, or other entity
or person; and is issuing "penny stock," as ---- defined in Rule
3a51-1 under the Securities Exchange Act of 1934. According to SEC
Release No. 33-6932, Rule 419 does not apply to a development stage
company with a specific business plan, "even if operations have not
commenced at the time of the offering."
The mentioned items in the SEC Letter do not establish that the
Company has no specific business plan, or intends to engage in a
merger or acquisition. As to the points in comment 1, the SEC made it
clear being a development stage company with only cash assets in and
of itself is not dispositive. As stated in Release No. 33-6932, it is
inappropriate in the analysis of a blank check company to gauge
whether the company has even commenced operations; the appropriate
test therefore is whether the company has a specific business plan or
purpose, or whether that purpose is to engage in a merger or
acquisition with another entity.
2) The purpose of this offering is to offer existing shareholders (other
than officers and directors) the opportunity to benefit from a trading
market, if one develops in response to the Company's future
performance. The Company is not contractually obligated to file the
S-1.
3) Leslie Clitheroe and Christopher Clitheroe have not been officers,
directors, promoters or had any controlling interest in any other
companies that have filed registration statements with the SEC.
4) Christopher and Leslie Clitheroe are the only promoters / control
people
5) Karen Batcher had no role in the formation of the Company, nor has she
had any role in the offering of the Company's securities.
6) The Company has included the dealer prospectus delivery obligation
statements on the outside back cover of the Prospectus.
Outside Front Cover Page of the Prospectus
7) The Company has revised the disclosure to reference the correct name
of the OTC Bulletin Board.
8) The Company has revised the disclosure to provide consistency when
discussing the roles of our "officers and directors".
Summary, Page 3
9) The Company has revised the disclosure to address all points in
comment #9.
Determination of Offering Price, Page 9
10) The Company has revised the disclosure to remove reference to any
premium being placed on shares.
Selling Shareholders, Page 9
11) An affiliate is anyone who can control the company, which includes
officers, directors and shareholders (individuals, trusts and/or
corporations) that own 10% or more of the stock. Spouses and other
relatives that live with any of these people (or, in the case of a
corporate "control person", anyone who owns a majority that
corporation's shares).
Plan of Distribution, Page 11
12) The Company has revised the disclosure to remove reference to the
selling shareholders as "underwriters".
13) The Company has revised its disclosure to state that any selling
shareholder who is considered an affiliate must comply with Rule 144.
14) The Company has revised the disclosure to state that we are defined as
a "shell company" and two additional risk factors have been added.
Description of Business, Page 15
15) The Company has revised the disclosure throughout to reconcile the
amount required for the next year with the amount disclosed in the two
tables.
Revenues, Page 16
16) The Company has revised the disclosure to reconcile the break-even
numbers.
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Market, Page 17
17) The Company has revised the disclosure to remove all references to
third-party websites.
Plan of Operations, Page 20
18) The Company has revised the disclosure to reconcile inconsistencies in
the "Completion of Secondary Financing" section.
Available Information, Page 22
19) The Company has removed the qualification referenced in the Available
Information section.
Directors, Executive Officers, Promoters, and Control Persons, Page 23
20) The Company has revised the disclosure to include the requested
information.
Biographical Information, Page 23
21) The Company has revised the disclosure included in resonse to Item
401(f) of Regulation S-K for the past 10 Years.
Financial Statements, Page 27
22) Footnotes to the financial statements have been revised to include the
Company's fiscal year end.
Verve Ventures Inc
/s/ Leslie Clitheroe
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Leslie Clitheroe, CEO
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