VERVE VENTURES INC.
From:
Leslie Clitheroe
President and CEO
Verve Ventures Inc.
33 Turnberry Drive
Wilmslow, Cheshire
SK92QW
AMENDMENT #2
Re: Form S-1 filed February 4, 2011
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 February 9, 2011 (the "SEC
Letter") regarding the Registration Statement on Form S-1 (the "Registration
Statement").
REGISTRATION STATEMENT ON FORM S-1
GENERAL
1) The Registrant respectfully disagrees with the Commission's insistence
that the Registrant is a blank check company. According to the
language of Rule 419, a blank check company: "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 acquisition with an
unidentified company or companies, or other entity or person..." To
our knowledge the Commission has never defined what "a specific
business plan" entails. Typically, if the Commission believes that a
business plan requires additional specificity, it provides detailed
comments to guide the registrant in making the required disclosure.
We would like to draw the SEC to the fact that the Registrant has
researched its chosen market place, associated costs and viable
revenues with its chosen business plan. In addition during the past
two months we have signed a marketing agreement been paying for our
toll free number and have made our website www.vervejunk.com live.
2) In response to this comment we have added the following language to
the part of the Registration Statement entitled "The Offering":
3) 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. Depending on the level of market interest, the Company
may consider selling additional shares to new investors to help fund
working capital requirements and expand the scope of business. The
Company is aware of the fact that the creation of a secondary market
of shares for sale may have an adverse affect on our ability to raise
capital in the future. The Company is not contractually obligated to
file the S-1.
4) Leslie Clitheroe and Christopher Clitheroe have been identified as
promoters of Verve Ventures Inc.
5) In response to this comment, we have created a section for the OUTSIDE
BACK COVER OF PROSPECTUS at the end of Part I of the Registration
Statement, under which we have added the required language for the
Dealer Prospectus Deliver Obligation.
OUTSIDE FRONT COVER PAGE OF THE PROSPECTUS
6) The Company has revised the disclosure to correctly state shares as
quoted throughout the prospectus.
SUMMARY, PAGE 3
7) The Company has revised the disclosure to address all points in
comment #9. Points 2 and 3 are discussed with the closing sentence in
the summary: "The current burn rate is primarily made up of the costs
associated with being a reporting issuer and is projected to increase
substantially once operations begin.
SELLING SHAREHOLDERS, PAGE 9
8) The company has added a statement to the disclosure to state the two
identified shareholders in the notes are the only selling shareholders
affiliated with the company.
9) The Company has revised the disclosure to remove the statement "Except
as listed below"
PLAN OF DISTRIBUTION, PAGE 11
10) The Company has revised the disclosure to sufficiently state the
company is a shell company.
EXHIBIT 23.1
11) The Exhibit 23.1 has been re-issued with the correct date of the
audit.
Verve Ventures Inc
/s/ Leslie Clitheroe
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Leslie Clitheroe, CEO