SecProbe.io

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Mail Stop 0308
	May 27, 2005

John C. Textor
Chief Executive Officer
Baby Universe, Inc.
5601 NW 9th Avenue, Suite 104
Fort Lauderdale, FL 33309

	Re:	Baby Universe, Inc.
	Registration Statement on Form S-1
	Filed April 28, 2005
	File No. 333-124395

Dear Mr. Textor:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General
1. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under
Rule 430A, such as the anticipated price range and related
information based on a bona fide estimate of the public offering
within that range.  Please allow us sufficient time to review your
complete disclosure prior to any distribution of preliminary
prospectuses.

2. Please provide support for the qualitative and comparative
statements contained throughout your prospectus.  We note a few
examples:

* "We are a leading online retailer of brand name baby, toddler
and
maternity products in the United States," page 1;

* "As the number of women using the Internet to conduct commerce
grows, we believe that we are well positioned to be their online
retailer of choice for their pregnancy and newborn needs," page 1;

* "[t]he market is large and stable, and is supported by
approximately four million new babies born each year," page 1;

* "We believe that we are one of the largest online retailers of
baby, toddler and maternity products in terms of product offerings
and revenues," page 35; and

* "Management believes that out industry generates annual revenues
in
excess of $25 billion," page 45.
	To the extent the statement represents management`s belief,
please tell us the basis for that belief.  Please mark your
supplemental support or provide page references in your response
to
the sections you rely upon for each specific statement.  To the
extent you are unable to provide support, please delete the
qualitative and comparative statement.  Please revise throughout
your
prospectus as necessary.

Cover Page
3. Please delete the sentence, "We are selling all of the shares
offered," as selling shareholders may sell in the offering
pursuant
to the underwriter`s over-allotment option.

Table of Contents, page i
4. We note your representation that some of the information in the
registration statement is based on independent industry
publications
and that you have not verified the accuracy of the information.
Please note that you are responsible for the entire content of the
registration statement and cannot include language that can be
interpreted as a disclaimer of the information contained in the
filing.  Please revise.

Inside Front and Outside Back Cover Pages
5. Please provide us with copies of all graphics and artwork that
you
will include in your prospectus.

Prospectus Summary, page 1
6. Please note that the summary is merely intended to provide a
brief
overview of the key aspects of the offering.  In its current form,
your summary appears lengthy and repeats much of the information
fully discussed in your business section.  Please revise
accordingly.
See Instruction to Item 503(a) of Regulation S-K.  To the extent
you
retain limited amounts of disclosure, please consider the
applicability of comments issued in the business section.

Overview, page 1
7. We note your statement here in the summary and in the business
section that you are a "leading" online retailer of brand name
baby,
toddler....  Based on your limited operating history and
operations
and the competitive environment in your industry, this statement
appears inappropriate in the summary.  Accordingly, please provide
support such claim or delete.  If you retain this statement in the
business section, please revise your disclosure to state that it
is
your belief and clearly disclose your relative industry position
in a
manner consistent with Item 101(c)(1)(x) of Regulation S-K, for
example by quantifying your relative competitive position and
naming
any dominant competitors.
8. We note your disclosure, "We consistently increased our
revenues
since inception and we are confident that we can continue to
grow...."  Please balance your disclosure with your history of net
losses, as reflected in the financial statements and in your
disclosure in the second risk factor on page 6.

External Growth Strategy, page 2
9. Please revise to provide support for the promotional-type
language
you use in the summary.  For example, we note your disclosure,
"[o]ur
sophisticated and seasoned management team and board of
directors,"
"[o]ur efficient and expandable business model," "[o]ur well-
defined
growth strategy," etc.

Risk Factors, page 6
10. Please revise your risk factor subheadings to concisely state
the
specific material risk to your company or investors and the
consequences should that risk factor occur.  Please avoid simply
referring to a fact about your company or a future event in your
subheadings.  Furthermore, stating that the risk may "adversely
affect" your business or that it would "harm your business and
results of operations" does not adequately address the potential
consequences.  For example, the following risk factor subheadings
should be revised accordingly:

* Our failure to meet customer expectations..., page 10;

* The success of our business may depend..., page 11;

* We may fail to successfully expand our fulfillment..., page 12;
and

* If we are unable to accurately manage..., page 13.

These are only a few examples.  Please revise accordingly
throughout.
11. In general, information that may be readily transferable to
other
offering documents or describes circumstances that may apply
equally
to other businesses that are similarly situated is generic
immaterial
information, which should not be included in your risk factor
section.  Please eliminate all generic or speculative disclosures
from your risk factors section, or revise to state specific
material
risks to your particular company, or to the purchasers in this
offering.  For example, we note the following risk factors:

* We expect our quarterly financial results..., page 6;

* An increase in our expenses relative to our revenues..., page 7;

* We may not succeed in continuing to establish ..., page 9; and

* In order to increase revenues and to sustain..., page 10.

If you elect to retain these risk factors in your prospectus, you
must clearly explain how they specifically or uniquely apply to
your
company, industry, offering, etc.  Again, these are only a few
examples.  Please revise accordingly throughout.

A competitor`s mirroring of our multiple website..., page 10
12. As currently disclosed, the specific risk to you or the
investor
is unclear.  Please briefly explain your multiple website
marketing
strategy.  Furthermore, please concisely clarify how the execution
of
your acquisition strategy fits within your multiple website
marketing
strategy.  Please also briefly explain what you mean when you
claim
that the ranking of your websites might be lowered.

Our failure to meet customer expectations with respect to
price...,
page 10
13. Please expand your disclosure to explain how certain pricing
changes have impacted your revenues, gross margins and net income.
Furthermore, please describe how your pricing strategy presents a
specific material risk to you or the investor going forward.

We rely exclusively on the sale of baby, toddler and maternity...,
page 11
14. Please expand your disclosure to quantify the percentage of
revenues that are derived from the sale of luxury products.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 27

Critical Accounting Policies, page 28
15. Please revise your disclosures to present a more robust
discussion as to why these are critical accounting policies.  Such
disclosure should supplement, not duplicate, the description of
accounting policies that are already disclosed in the notes to the
financial statements.  The disclosure should provide greater
insight
into the quality and variability of information regarding
financial
condition and operating performance.  The discussion in
Management`s
Discussion and Analysis should present your analysis of the
uncertainties involved in applying a principle at a given time or
the
variability that is reasonably likely to result from its
application
over time.  Refer to Item V of Release No. 33-8350.

* Discuss why management believes the accounting policy is
critical;

* Discuss how accurate your estimates and assumptions have been in
the past, how much they have changed in the past and whether they
are
likely to change in the future; and

* Include quantitative disclosure of your sensitivity to change
based
on other outcomes that are reasonably likely to occur and that
would
have a material effect on the company.
16. Please tell us why you do not consider your estimation process
for sales discounts and returns to be a critical accounting
policy.
We may have further comment.
17. Please disclose the intrinsic value of your outstanding vested
and unvested options based on the estimated initial public
offering
price for the options outstanding as of the most recent balance-
sheet
date and separately for options issued subsequent to the balance
sheet date to the latest practicable date.
Results of Operations, page 29
18. In circumstances where you describe more than one business
reason
for a significant change between periods in key financial data or
indicators, please quantify, in dollars, to the extent possible
the
incremental impact of each individual business reason on the
overall
change.  For example, in your comparisons of operating results,
quantify the impact on gross sales of each factor you identify:
the
increase in sales conversion rate from improvements in website
design, increased web traffic from higher levels of advertising,
expanded product offerings, and strong sales in car seat and
bedding
departments.
19. Please include a tabular presentation of net sales revenues by
product category (baby, toddler and maternity) and department
(furniture, car seat, bedding) for the periods presented and
provide
a narrative discussion of the extent to which material changes are
attributable to pricing, mix or volume of goods sold.  Please
refer
to Release No. 33-8350 and Item 303(a)(3)(iii) of Regulation S-K.
20. Please expand to provide comparative disclosure for net income
(loss).
21. As applicable, please describe any unusual or infrequent
events
or transactions or any significant economic changes that
materially
affected the amount of reported income from continuing operations
and, in each case, please indicate the extent to which income was
affected.  Please also describe, as applicable, any known trends
or
uncertainties that have had or that you reasonably expect will
have a
material favorable or unfavorable impact on net sales or revenues
or
income from continuing operations.  See Item 303(a)(3)(i) and (ii)
of
Regulation S-K.  Please see also Release No. 33-8350 for
additional
guidance.

Quarterly Operations Data, page 32
22. Please add per share data to quarterly results of operations.

Liquidity and Capital Resources, page 33
23. As currently disclosed, your disclosure under this section
appears relatively brief.  Accordingly, please expand your
disclosure
to fully address Items 303(a)(1) and (2) of Regulation S-K.  In
this
regard, as applicable, please identify any known trends or any
known
demands, commitments, events or uncertainties that will result in
or
that are reasonably likely to result in your liquidity increasing
or
decreasing in any material way.  Please also, as applicable,
disclose
any material commitments for capital expenditures as of the end of
the latest fiscal period, and indicate the general purpose of such
commitments.  Furthermore, please disclose any known material
trends,
favorable or unfavorable, in your capital resources.  Please
indicate
any expected material changes in the mix and relative cost of such
resources.  Please see Release No. 33-8350 for additional
guidance.
24. In your description of the change in net cash provided by
operating activities for 2004 as compared to 2003, please discuss
all
material factors contributing to the increase.  For example, we
note
that you discuss the increase in net income as a primary factor,
but
also discuss other significant factors such as material changes in
balance sheet accounts - specifically inventory and accounts
payable
- and the reason for these material changes.

Uses of Funds, page 33
25. We note your disclosure, "Since we are able to turn our
inventory
quickly, we experience a negative operating cycle that is a source
of
cash flow."  Please expand your disclosure to more specifically
explain what you mean by a negative operating cycle that is a
source
of cash flow.

Business, page 35
26. Please disclose, for the last three fiscal years, the amount
or
percentage of total revenue contributed by any class of similar
products which accounted for 15% or more of your consolidated
revenue.  See Item 101(c)(1)(i) of Regulation S-K.

Overview, page 35
27. We note your disclosure, "In addition, independent reports
have
indicated that women are becoming a more powerful driver of this
growth in online purchasing activity."  Please disclose the
name(s)
of the independent reports to which you refer.  Please note that
the
source(s) of statistical data or similar types of disclosure
should
be disclosed in your prospectus.  Please revise here and
throughout
your prospectus as necessary.

External Growth Strategy, page 38
28. We note your extensive disclosure regarding your growth
strategy
and desire to engage in an acquisition.  We also note your
disclosure, "[w]e have previously engaged in discussions with
several
prospective acquisition candidates and developed a preliminary
analysis of the potential strategic industry acquisition
landscape."
Given your growth strategy, please expand your disclosure to
describe
generally the previous discussions, including a description of the
type of candidates and why you did not go forward with the
acquisitions.

Fulfillment Operations, page 40
29. Please expand your disclosure to fully describe each of the
four
ways in which you secure products in order to fulfill orders.
Please
also note that if you have entered into material arrangements or
contracts with any individual or entity, the material terms of
such
arrangements or contracts should be disclosed in the prospectus.
Please also note that any material contracts should be filed as
exhibits to the prospectus as well.  See Item 601(b)(10) of
Regulation S-K.

Marketing and Advertising, page 41
30. Please expand your disclosure under "Affiliate Program" to
describe the commission arrangement with your web-marketing
affiliate
members.

Competition, page 41
31. Please expand your disclosure to discuss your competitive
position in the industry and identify your principal methods of
competition.  See Item 101(c)(1)(x) of Regulation S-K.

Intellectual Property, page 43
32. If material, please expand yo