SEC Comment Letter for Ilustrato Pictures International Inc. (ILUS) (CIK 0001496383) (ILUS) — Oct 27, 2010
Ilustrato Pictures International Inc. (ILUS) (CIK 0001496383)
Date: Oct. 27, 2010 · CIK: 0001496383 · Accession: 0000000000-10-063654
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-168136
Referenced dates: September 27, 2010
Letter
October 27, 2010 Michael Moore, President, CEO, Director Superior Venture Corporation 1937 E. Mineral Avenue Centennial, Colorado 80122
Re: Superior Venture Corporation Registration Statement on Form S-1 Amendment Filed October 25, 2010 File No. 333-168136
Dear Mr. Moore:
We have reviewed your registration stat ement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by am ending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to th ese comments, we may have additional comments. Summary
1. We partially reissue comment one of our letter dated September 27, 2010. Please reconcile the disclosure th at you plan to offer two varietals during the next 12 months and that you plan on offering two varietals during the six months following closing of the offering with the disclosure in the milestones discussion, which indicates that you will not receiv e your first cases of production run until seven to nine months followi ng the closing of the offering.
Risk Factors
2. We reissue comment three of our letter dated September 27, 2010. Please add a separate risk factor discussing the going c oncern raised by the independent public accountant. You have currently added a risk factor subheading.
Michael Moore Superior Venture Corporation October 27, 2010 Page 2
UDescription of Our Business
3. We reissue comment five of our le tter dated September 27, 2010. Please reconcile the disclosure in the summary and in the bus iness overview that your business plan is to “produce” and sell wine varietals with the disclosure on page 19 where you refer to growers and wineries that you have iden tified that you hope will produce your wine. It appears that you will not “produce” the wine varietals yourself.
4. We note the disclosure that you have iden tified a winery that you plan on working with to hand craft your wines. Plea se disclose whether you have had any discussions or negotiati ons with the winery.
5. We partially reissue comm ent six of our letter dated September 27, 2010. Please provide a more detailed discus sion of your proposed products.
UIndustry Analysis
6. We reissue comment seven of our letter dated September 27, 2010 . Please revise the citation you provide here and elsewhere as appropriate, as there continues to be a typographical error. In addition, the article cited was from March 2008. Please provide clear disclosure as to the date of the information and explain why such statistical information is remains appropriate given th e passage of time. Please further revise to cl arify whether the citations you provide pertain to all industry statements included. If they do not, please provide the source(s) of such information. As a non-exclusive example, we note the statement that in 1980 there were 900 wineries in America, in 2000 there were 2,100 wineries and now there are over 6,100 wineries . This would also include statistical information found throughout the business s ection. Lastly, please provide us supplementally with a copy of each source of informa tion cited throughout the prospectus, as previously requested.
UMarketing, page 21
7. We reissue comment eight of our letter September 27, 2010 . Please revise to clarify whether the citation you provide pe rtains to all statistical and factual information included in your Target Market Segmentation section. If this is not the case, please provide the source(s) for such statements. As a non-exclusive example, we note the Gallup poll that na med wine over beer as America’s most popular alcoholic beverage. Furthermore, please revise your citation to more clearly disclose where to find the informa tion. We note in particular the reference to Adams Handbook. In addition, we note that the website provided for the citation to American Generations takes the reader to an archive page rather than an article.
Michael Moore Superior Venture Corporation October 27, 2010 Page 3 8. We reissue comment nine of our letter dated September 27, 2010. We continue to note the reference to “a variety of target market specific marketing strategies” in the summary section. Please discuss in gr eater detail this st rategy, including how your marketing strategy is different fr om the competition, or remove these statements as they would a ppear promotional in nature. Management’s Discussion and Analysis
9. Please disclose the cash balance as of the most recent practicable date. In addition, we note disclosure in the last risk factor that you plan on paying the $5,500 cost of registration from cash on ha nd. We note that the cash on hand was not sufficient to cover this cost. Please add disclosure and explain how you plan to pay the registration costs and other co sts that occur until th e potentially nine months that the offering will continue.
UDirectors, Executive Officers, Promoters and Control Persons, page 40
10. We reissue comment 12 of our letter dated September 27, 2010 . Please revise your disclosure to specifically address the specific experi ence, qualifications, attributes, or skills that led to the co nclusion that Mr. Moore should serve as a director of the company. See It em 401(e)(1) of Regulation S-K.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
You may contact Jamie Kesse l at (202) 551-3737 or Bria n Bhandari at (202) 551- 3390 if you have questions regarding comments on the financial statements and related matters. Please contact Erin Wilson at ( 202) 551-6047 or Pamela Howell at (202) 551- 3357 with any other questions. Sincerely, John Reynolds Assistant Director cc: Clifford J. Hunt, Esq. FAX: (727) 471-0447
Show Raw Text
October 27, 2010
Michael Moore, President, CEO, Director Superior Venture Corporation 1937 E. Mineral Avenue
Centennial, Colorado 80122
Re: Superior Venture Corporation
Registration Statement on Form S-1 Amendment Filed October 25, 2010
File No. 333-168136
Dear Mr. Moore:
We have reviewed your registration stat ement and have the following comments.
In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.
Please respond to this letter by am ending your registration statement and
providing the requested information. If you do not believe our comments apply to your
facts and circumstances or do not believe an amendment is appropriate, please tell us why
in your response.
After reviewing any amendment to your registration statement and the
information you provide in response to th ese comments, we may have additional
comments. Summary
1. We partially reissue comment one of our letter dated September 27, 2010. Please
reconcile the disclosure th at you plan to offer two varietals during the next 12
months and that you plan on offering two varietals during the six months
following closing of the offering with the disclosure in the milestones discussion,
which indicates that you will not receiv e your first cases of production run until
seven to nine months followi ng the closing of the offering.
Risk Factors
2. We reissue comment three of our letter dated September 27, 2010. Please add a
separate risk factor discussing the going c oncern raised by the independent public
accountant. You have currently added a risk factor subheading.
Michael Moore
Superior Venture Corporation
October 27, 2010
Page 2
UDescription of Our Business
3. We reissue comment five of our le tter dated September 27, 2010. Please
reconcile the disclosure in the summary and in the bus iness overview that your
business plan is to “produce” and sell wine varietals with the disclosure on page
19 where you refer to growers and wineries that you have iden tified that you hope
will produce your wine. It appears that you will not “produce” the wine varietals
yourself.
4. We note the disclosure that you have iden tified a winery that you plan on working
with to hand craft your wines. Plea se disclose whether you have had any
discussions or negotiati ons with the winery.
5. We partially reissue comm ent six of our letter dated September 27, 2010. Please
provide a more detailed discus sion of your proposed products.
UIndustry Analysis
6. We reissue comment seven of our letter dated September 27, 2010 . Please revise
the citation you provide here and elsewhere as appropriate, as there continues to
be a typographical error. In addition, the article cited was from March 2008.
Please provide clear disclosure as to the date of the information and explain why
such statistical information is remains appropriate given th e passage of time.
Please further revise to cl arify whether the citations you provide pertain to all
industry statements included. If they do not, please provide the source(s) of such
information. As a non-exclusive example, we note the statement that in 1980
there were 900 wineries in America, in 2000 there were 2,100 wineries and now
there are over 6,100 wineries . This would also include statistical information
found throughout the business s ection. Lastly, please provide us supplementally
with a copy of each source of informa tion cited throughout the prospectus, as
previously requested.
UMarketing, page 21
7. We reissue comment eight of our letter September 27, 2010 . Please revise to
clarify whether the citation you provide pe rtains to all statistical and factual
information included in your Target Market Segmentation section. If this is not
the case, please provide the source(s) for such statements. As a non-exclusive
example, we note the Gallup poll that na med wine over beer as America’s most
popular alcoholic beverage. Furthermore, please revise your citation to more
clearly disclose where to find the informa tion. We note in particular the reference
to Adams Handbook. In addition, we note that the website provided for the
citation to American Generations takes the reader to an archive page rather than
an article.
Michael Moore
Superior Venture Corporation
October 27, 2010
Page 3
8. We reissue comment nine of our letter dated September 27, 2010. We continue to
note the reference to “a variety of target market specific marketing strategies” in
the summary section. Please discuss in gr eater detail this st rategy, including how
your marketing strategy is different fr om the competition, or remove these
statements as they would a ppear promotional in nature.
Management’s Discussion and Analysis
9. Please disclose the cash balance as of the most recent practicable date. In
addition, we note disclosure in the last risk factor that you plan on paying the
$5,500 cost of registration from cash on ha nd. We note that the cash on hand was
not sufficient to cover this cost. Please add disclosure and explain how you plan
to pay the registration costs and other co sts that occur until th e potentially nine
months that the offering will continue.
UDirectors, Executive Officers, Promoters and Control Persons, page 40
10. We reissue comment 12 of our letter dated September 27, 2010 . Please revise
your disclosure to specifically address the specific experi ence, qualifications,
attributes, or skills that led to the co nclusion that Mr. Moore should serve as a
director of the company. See It em 401(e)(1) of Regulation S-K.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Act of 1933 and all applicable Securities Act rules require. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
You may contact Jamie Kesse l at (202) 551-3737 or Bria n Bhandari at (202) 551-
3390 if you have questions regarding comments on the financial statements and related
matters. Please contact Erin Wilson at ( 202) 551-6047 or Pamela Howell at (202) 551-
3357 with any other questions.
Sincerely,
John Reynolds
Assistant Director
cc: Clifford J. Hunt, Esq. FAX: (727) 471-0447