SEC Company Response from Ilustrato Pictures International Inc. (ILUS) (CIK 0001496383) (ILUS) — Sep 9, 2010
Ilustrato Pictures International Inc. (ILUS) (CIK 0001496383)
Date: Sept. 9, 2010 · CIK: 0001496383 · Accession: 0001380389-10-000051
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-168136
Letter
Securities and Exchange Commission Division of Corporate Finance Superior Venture Corporation Registration Statement on Form S-1 Filed July 16, 2010 File No. 333-168136
Dear Mr. Reynolds:
Superior Venture Corporation submits this letter to you in response to your letter of August 4, 2010, which letter sets forth comments of the Staff of the Securities and Exchange Commission regarding the above referenced filing. This letter sets forth our responses to the Staff’s comments. For your convenience, we have recited the Staff’s comments in italicized, bold type and have followed each comment with our response. We also have appended the redline version of the proposed amendment to this letter.
COMMENT:
Prospectus Summary, page 5
1.
Please provide the registrant’s telephone number, in addition to its complete mailing address, of its principle executive offices. Please refer to Item 503(b) of Regulation S-K.
RESPONSE:
We acknowledge the Staff’s comment and confirm that the Company has revised the Form S-1/A to include the registrant’s telephone number of (303) 513-8202 in the “Prospectus Summary” section.
COMMENT:
2.
We note the statement that you have “not significantly commenced (your) planned principal operations”. Please explain, as it appears that you have not commenced your planned operations. Revise similar disclosure throughout the prospectus.
RESPONSE:
We acknowledge the Staff’s comment and the Company responds by stating that it we have removed the words “significantly” and “significant” throughout the Form S-1/A filing when referencing the status of the operations. Disclosure statements revised as follows: “Superior Venture Corporation has yet to commence planned operations” or “Superior Venture Corporation is a development stage company that has not commenced its planned principal operations”.
COMMENT:
3.
Please clarify the statement that you anticipate sales to begin approximately six months following the placement of your offering. Do you mean the commencement of completion of your offering? In addition, your milestones section states you will not receive the shipment of the first cases of production run until approximately months 7-9. Please reconcile and revise.
RESPONSE:
We acknowledge the Staff’s comment and confirm that the Company has revised section “Summary of Prospectus” sub-section “General Information about the Company” to clarify that the company “hopes to start generating revenue approximately nine months after the closing of the public offering”. In addition the Company has revised section “Description of our Business” sub-section “12 Month Growth Strategy and Milestones” and section Management’s Discussion and Analysis or Plan of Operation” sub-section “Proposed Milestones to Implement Business Operations”.
COMMENT:
4.
Please remove the statements that are promotional in nature, such as “continuing these innovative efforts will lead to a fair return on investment to our stockholders” and “we believe that recurring revenues from our products will be sufficient to support ongoing operations,” as such statements appear promotional in light of the development stage of the company. Revise throughout the prospectus to remove promotional statements.
RESPONSE:
We acknowledge the Staff’s comment and confirm that the Company has removed statements in the “Prospectus Summary” section and throughout the prospectus that are promotional in nature as detailed above in the comment. The Company has revised the S-1/A filing section “Summary of Prospectus” sub-section “General Information about the Company” and section “Description of our Business” sub-sections, “Marketing Strategy” and “Promotion Strategy” and “Growth Strategy of the Company”.
COMMENT:
Risk Factors, page 8
5.
Please add risk factor discussing the going concern raised by the independent public accountant.
RESPONSE:
We acknowledge the Staff’s comment and confirm that we revised the S-1/A filing in the “Risk Factor” section on page 9 to include the following statement. In addition, we included this statement in the section “Summary Financial Information” on page 7.
As shown in the financial statements accompanying this prospectus, Superior Venture Corporation has had no revenues to date and has incurred only losses since its inception. The Company has had no operations and has been issued a “going concern” opinion from our accountants, based upon the Company’s reliance upon the sale of our common stock as the sole source of funds for our future operations.
COMMENT:
Use of Proceeds, page 13
6.
We note that the company intends to use a portion of the proceeds from this offering to pay "Salaries/Contractors." To the extent that the proceeds may be used to pay the CEO, please provide disclosure pursuant to Item 504 of Regulation S-K. To the extent the company will not be using any proceeds to pay the CEO, please disclose.
RESPONSE:
We acknowledge the Staff’s comment and confirm that the Company has revised the “Use of Proceeds “ section to include footnote number 1 to clarify that the category of “Salaries/Contractors” is an allocation of funds for the purpose of paying potential part-time employees or contracted employees. None of the proceeds allocated in this category are intended to pay the CEO. The revised “Use of Proceeds” section appears in the S-1/A as written below.
USE OF PROCEEDS
Selling all of the shares in the offering will result in $50,000 gross proceeds to Superior Venture Corporation. We expect to disburse the proceeds from this offering in the priority set forth below within the first 12 months after successful completion of this offering:
Superior Venture Corporation intends to use the proceeds from this offering as follows:
Application of Proceeds
$
% of total
Total Offering Proceeds
50,000
100.00
Offering Expenses
Legal & Professional Fees
1,500
3.00
Accounting Fees
2,500
5.00
Edgar Fees
1.40
Blue-sky fees
1.60
Total Offering Expenses
5,500
11.00
Net Proceeds from Offering
44,500
89.00
Use of Net Proceeds
Accounting Fees
3,000
6.00
Legal and Professional Fees
1,000
2.00
Production Expenses
20,500
41.00
Office Supplies
1.00
Salaries/Contractors 1
6,500
13.00
Sales and Marketing
9,500
19.00
Working Capital 2
3,500
7.00
Total Use of Net Proceeds
44,500
89.00
Total Use of Proceeds
50,000
100.00
Notes:
1 The category of Salaries/Contractors is allocated for the purpose of paying potential part-time employees or contracted employees. None of the proceeds allocated in this category are intended to pay the CEO.
2 The category of General Working Capital may include, but is not limited to, postage, telephone services, overnight delivery services and other general operating expenses.
Any line item amounts not expended completely shall be held in reserve as working capital and subject to reallocation to other line item expenditures as required for ongoing operations. We currently consider the foregoing project our priority and intend to use the proceeds from this offering first and primarily for such projects. However, depending on the changing needs of our business and market opportunities management may use reallocated funds should we determine that our business will benefit more from such expenditures. Accordingly, our management will have discretion in the application of proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of these proceeds.
COMMENT:
7.
We note the disclosure that "any line item amounts not expended completely shall be held in reserve as working capital and subject to reallocation to other line item expenditures as requited for ongoing operations." The company may reserve the right to change the use of proceeds, provided that such reservation is due t certain contingencies that are discussed specifically and the alternatives to such use in that event are indicated. See Instruction 7 to Item 504 of Regulation S-K. Please revise the disclosure accordingly.
RESPONSE:
We acknowledge the Staff’s comment and confirm that the Company has referenced Instruction 7 to Item 504 of Regulation S-K and revised the “Use of Proceeds” section as written below. In addition, we have added this revised disclosure to section “Plan of Operation” sub-section “Proposed Milestones to Implement Business Plan”.
Any line item amounts not expended completely shall be held in reserve as working capital and subject to reallocation to other line item expenditures as required for ongoing operations. We currently consider the foregoing project our priority and intend to use the proceeds from this offering first and primarily for such projects. However, depending on the changing needs of our business and market opportunities management may use reallocated funds should we determine that our business will benefit more from such expenditures. Accordingly, our management will have discretion in the application of proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of these proceeds.
COMMENT:
Common Stock, page 17
8.
The statement that “all shares of common stock now outstanding are fully paid for and non-assessable” is legal conclusion that you are unable to make. Please revise to attribute this statement to counsel or remove.
RESPONSE:
We acknowledge the Staff’s comment and confirm that the Company has deleted from the S-1/A in the “Common Stock” section the statement as follows: “All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non assessable”.
COMMENT:
Description of our Business, page 18
9.
Please reconcile the disclose in the summary and in the business overview that your business plan is to produce and sell wine varietal& with the disclosure on page 19, where you refer to growers and wineries that you have identified to produce your wine. In addition, please disclose whether you have had any discussions or negotiations with any growers or wineries. If you have any agreements, please file as exhibits and discuss the material tams. To the extent that you have no agreements and/or have had no discussions with growers and wineries, clearly disclose.
RESPONSE:
We acknowledge the Staff’s comment and confirm that the Company has clearly disclosed that “the Company does not have any agreements and it has not had any discussions with specific growers and wineries”. The revised “Business Overview” section and Product Development” section appears in the S-1/A as written below.
Business Overview
Superior Venture Corporation is a Nevada Corporation with a principal business objective of producing and selling wine varietals. The Company does not have any agreements and it has not had any discussions with specific growers and wineries.
Producing wines that are both well balanced and possessing clearly projected aromas, combined with stylistic packaging; Superior Venture plans to position itself in the market place by branding our product and leaving the consumer with an eclectic impression. We hope to produce and promote an elevation of chic sophistication while maintaining selections that are innovative and progressive with a multiplicity in its flavors and sensations. The Company hopes to initially sell our products in the greater Denver and surrounding areas. These efforts will initially will be the responsibility of the president where he hopes to distribute the products through associations, word-of-mouth, developed business relationships and small local distributors. Efforts will continue in hopes of establishing relationships with distributors and large retailers.
The target audience of Superior Venture consists of a broad base, which encompasses almost all wine drinkers as a whole. The Company will not discriminate on style or varietals while we plan to appeal to the palates of all consumers in the 21 to 65 year age bracket.
Product Development
Superior Venture plans to offer two vine varietals during the next twelve months and plans to add two more varieties in the next 24 months. Initially, we plan to offer two varietals such as Cabernet Sauvignon, Chardonnay or a Merlot. Within 24 months we plan to offer a total of four wines including blends. A “Varietal” describes wines made primarily from a single named grape variety, and which typically displays the name of that variety on the wine label capitalized. When blends are used it is referred to as a variety.
While the Company has identified several growers and wineries we hope to work with to produce our products, the Company does not have any agreements and it has not had any discussions with specific growers or wineries. It is imperative that Superior Venture constantly monitor changing consumer demands and consumption patterns in an effort to offer products that are in the highest demand. Increased availability of wine in supermarkets is also spiking household wine consumption and demand shifts. At times the industry is affected by oversupply and the result is intense price pressures. Another factor is consumers, including women, which account for a large market segment that is experimenting with new varieties of wine instead of just choosing the traditional grape wine. The goal of the Company in the Product Development department is to produce products that our target market will choose as their choice of alcoholic beverage.
COMMENT:
10.
Please provide a more detailed discussion of your proposed products and the markets, such as where you plan to initially sell your products. See Item 101(h)(4)(i) of Regulation S-K. In addition, provide a more detailed discussion of your proposed distribution methods for your proposed products. See Item 101(h)(4)(ii) of Regulation S-K.
RESPONSE:
We acknowledge the Staff’s comment and confirm that the Company has provided more detail in the “Description of our Business” section to include the statements that the Company hopes to initially sell our products in the greater Denver and surrounding areas. These efforts will initially will be the responsibility of the president where he initially hopes to distribute the products through associations, word-of-mouth, developed business relationships and small local distributors. Efforts will continue in hopes of establishing relationships with distributors and large retailers. The revised “Business Overview” section appears in the S-1/A as written below.
Business Overview
Superior Venture Corporation is a Nevada Corporation with a principal business objective of producing and selling wine varietals. Producing wines that are both well balanced and possessing clearly projected aromas, combined with stylistic packaging; Superior Venture plans to position itself in the market place by branding our product and leaving the consumer with an eclectic impression. We plan to produce and promote an elevation of chic sophistication while maintaining selections that are innovative and progressive with a multiplicity in its flavors and sensations. The Company hopes to initially sell our products in the greater Denver and surrounding areas. These efforts will initially will be the responsibility of the president where he hopes to distribute the products through associations, word-of-mouth, developed business relationships and small local distributors. Efforts will continue in hopes of establishing relationships with distributors and large retailers.
The target audience of Superior Venture
Show Raw Text
CORRESP 1 filename1.htm Superior Venture Corporation Superior Venture Corporation 1937 E. Mineral Avenue Centennial, Colorado 80122 September 8, 2010 Mr. John Reynolds Assistant Director Securities and Exchange Commission Division of Corporate Finance 100 F Street NE Washington, D.C. 20549 RE: Superior Venture Corporation Registration Statement on Form S-1 Filed July 16, 2010 File No. 333-168136 Dear Mr. Reynolds: Superior Venture Corporation submits this letter to you in response to your letter of August 4, 2010, which letter sets forth comments of the Staff of the Securities and Exchange Commission regarding the above referenced filing. This letter sets forth our responses to the Staff’s comments. For your convenience, we have recited the Staff’s comments in italicized, bold type and have followed each comment with our response. We also have appended the redline version of the proposed amendment to this letter. COMMENT: Prospectus Summary, page 5 1. Please provide the registrant’s telephone number, in addition to its complete mailing address, of its principle executive offices. Please refer to Item 503(b) of Regulation S-K. RESPONSE: We acknowledge the Staff’s comment and confirm that the Company has revised the Form S-1/A to include the registrant’s telephone number of (303) 513-8202 in the “Prospectus Summary” section. COMMENT: 2. We note the statement that you have “not significantly commenced (your) planned principal operations”. Please explain, as it appears that you have not commenced your planned operations. Revise similar disclosure throughout the prospectus. RESPONSE: We acknowledge the Staff’s comment and the Company responds by stating that it we have removed the words “significantly” and “significant” throughout the Form S-1/A filing when referencing the status of the operations. Disclosure statements revised as follows: “Superior Venture Corporation has yet to commence planned operations” or “Superior Venture Corporation is a development stage company that has not commenced its planned principal operations”. COMMENT: 3. Please clarify the statement that you anticipate sales to begin approximately six months following the placement of your offering. Do you mean the commencement of completion of your offering? In addition, your milestones section states you will not receive the shipment of the first cases of production run until approximately months 7-9. Please reconcile and revise. RESPONSE: We acknowledge the Staff’s comment and confirm that the Company has revised section “Summary of Prospectus” sub-section “General Information about the Company” to clarify that the company “hopes to start generating revenue approximately nine months after the closing of the public offering”. In addition the Company has revised section “Description of our Business” sub-section “12 Month Growth Strategy and Milestones” and section Management’s Discussion and Analysis or Plan of Operation” sub-section “Proposed Milestones to Implement Business Operations”. COMMENT: 4. Please remove the statements that are promotional in nature, such as “continuing these innovative efforts will lead to a fair return on investment to our stockholders” and “we believe that recurring revenues from our products will be sufficient to support ongoing operations,” as such statements appear promotional in light of the development stage of the company. Revise throughout the prospectus to remove promotional statements. RESPONSE: We acknowledge the Staff’s comment and confirm that the Company has removed statements in the “Prospectus Summary” section and throughout the prospectus that are promotional in nature as detailed above in the comment. The Company has revised the S-1/A filing section “Summary of Prospectus” sub-section “General Information about the Company” and section “Description of our Business” sub-sections, “Marketing Strategy” and “Promotion Strategy” and “Growth Strategy of the Company”. COMMENT: Risk Factors, page 8 5. Please add risk factor discussing the going concern raised by the independent public accountant. RESPONSE: We acknowledge the Staff’s comment and confirm that we revised the S-1/A filing in the “Risk Factor” section on page 9 to include the following statement. In addition, we included this statement in the section “Summary Financial Information” on page 7. As shown in the financial statements accompanying this prospectus, Superior Venture Corporation has had no revenues to date and has incurred only losses since its inception. The Company has had no operations and has been issued a “going concern” opinion from our accountants, based upon the Company’s reliance upon the sale of our common stock as the sole source of funds for our future operations. COMMENT: Use of Proceeds, page 13 6. We note that the company intends to use a portion of the proceeds from this offering to pay "Salaries/Contractors." To the extent that the proceeds may be used to pay the CEO, please provide disclosure pursuant to Item 504 of Regulation S-K. To the extent the company will not be using any proceeds to pay the CEO, please disclose. RESPONSE: We acknowledge the Staff’s comment and confirm that the Company has revised the “Use of Proceeds “ section to include footnote number 1 to clarify that the category of “Salaries/Contractors” is an allocation of funds for the purpose of paying potential part-time employees or contracted employees. None of the proceeds allocated in this category are intended to pay the CEO. The revised “Use of Proceeds” section appears in the S-1/A as written below. USE OF PROCEEDS Selling all of the shares in the offering will result in $50,000 gross proceeds to Superior Venture Corporation. We expect to disburse the proceeds from this offering in the priority set forth below within the first 12 months after successful completion of this offering: Superior Venture Corporation intends to use the proceeds from this offering as follows: Application of Proceeds $ % of total Total Offering Proceeds 50,000 100.00 Offering Expenses Legal & Professional Fees 1,500 3.00 Accounting Fees 2,500 5.00 Edgar Fees 700 1.40 Blue-sky fees 800 1.60 Total Offering Expenses 5,500 11.00 Net Proceeds from Offering 44,500 89.00 Use of Net Proceeds Accounting Fees 3,000 6.00 Legal and Professional Fees 1,000 2.00 Production Expenses 20,500 41.00 Office Supplies 500 1.00 Salaries/Contractors 1 6,500 13.00 Sales and Marketing 9,500 19.00 Working Capital 2 3,500 7.00 Total Use of Net Proceeds 44,500 89.00 Total Use of Proceeds 50,000 100.00 Notes: 1 The category of Salaries/Contractors is allocated for the purpose of paying potential part-time employees or contracted employees. None of the proceeds allocated in this category are intended to pay the CEO. 2 The category of General Working Capital may include, but is not limited to, postage, telephone services, overnight delivery services and other general operating expenses. Any line item amounts not expended completely shall be held in reserve as working capital and subject to reallocation to other line item expenditures as required for ongoing operations. We currently consider the foregoing project our priority and intend to use the proceeds from this offering first and primarily for such projects. However, depending on the changing needs of our business and market opportunities management may use reallocated funds should we determine that our business will benefit more from such expenditures. Accordingly, our management will have discretion in the application of proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of these proceeds. COMMENT: 7. We note the disclosure that "any line item amounts not expended completely shall be held in reserve as working capital and subject to reallocation to other line item expenditures as requited for ongoing operations." The company may reserve the right to change the use of proceeds, provided that such reservation is due t certain contingencies that are discussed specifically and the alternatives to such use in that event are indicated. See Instruction 7 to Item 504 of Regulation S-K. Please revise the disclosure accordingly. RESPONSE: We acknowledge the Staff’s comment and confirm that the Company has referenced Instruction 7 to Item 504 of Regulation S-K and revised the “Use of Proceeds” section as written below. In addition, we have added this revised disclosure to section “Plan of Operation” sub-section “Proposed Milestones to Implement Business Plan”. Any line item amounts not expended completely shall be held in reserve as working capital and subject to reallocation to other line item expenditures as required for ongoing operations. We currently consider the foregoing project our priority and intend to use the proceeds from this offering first and primarily for such projects. However, depending on the changing needs of our business and market opportunities management may use reallocated funds should we determine that our business will benefit more from such expenditures. Accordingly, our management will have discretion in the application of proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of these proceeds. COMMENT: Common Stock, page 17 8. The statement that “all shares of common stock now outstanding are fully paid for and non-assessable” is legal conclusion that you are unable to make. Please revise to attribute this statement to counsel or remove. RESPONSE: We acknowledge the Staff’s comment and confirm that the Company has deleted from the S-1/A in the “Common Stock” section the statement as follows: “All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non assessable”. COMMENT: Description of our Business, page 18 9. Please reconcile the disclose in the summary and in the business overview that your business plan is to produce and sell wine varietal& with the disclosure on page 19, where you refer to growers and wineries that you have identified to produce your wine. In addition, please disclose whether you have had any discussions or negotiations with any growers or wineries. If you have any agreements, please file as exhibits and discuss the material tams. To the extent that you have no agreements and/or have had no discussions with growers and wineries, clearly disclose. RESPONSE: We acknowledge the Staff’s comment and confirm that the Company has clearly disclosed that “the Company does not have any agreements and it has not had any discussions with specific growers and wineries”. The revised “Business Overview” section and Product Development” section appears in the S-1/A as written below. Business Overview Superior Venture Corporation is a Nevada Corporation with a principal business objective of producing and selling wine varietals. The Company does not have any agreements and it has not had any discussions with specific growers and wineries. Producing wines that are both well balanced and possessing clearly projected aromas, combined with stylistic packaging; Superior Venture plans to position itself in the market place by branding our product and leaving the consumer with an eclectic impression. We hope to produce and promote an elevation of chic sophistication while maintaining selections that are innovative and progressive with a multiplicity in its flavors and sensations. The Company hopes to initially sell our products in the greater Denver and surrounding areas. These efforts will initially will be the responsibility of the president where he hopes to distribute the products through associations, word-of-mouth, developed business relationships and small local distributors. Efforts will continue in hopes of establishing relationships with distributors and large retailers. The target audience of Superior Venture consists of a broad base, which encompasses almost all wine drinkers as a whole. The Company will not discriminate on style or varietals while we plan to appeal to the palates of all consumers in the 21 to 65 year age bracket. Product Development Superior Venture plans to offer two vine varietals during the next twelve months and plans to add two more varieties in the next 24 months. Initially, we plan to offer two varietals such as Cabernet Sauvignon, Chardonnay or a Merlot. Within 24 months we plan to offer a total of four wines including blends. A “Varietal” describes wines made primarily from a single named grape variety, and which typically displays the name of that variety on the wine label capitalized. When blends are used it is referred to as a variety. While the Company has identified several growers and wineries we hope to work with to produce our products, the Company does not have any agreements and it has not had any discussions with specific growers or wineries. It is imperative that Superior Venture constantly monitor changing consumer demands and consumption patterns in an effort to offer products that are in the highest demand. Increased availability of wine in supermarkets is also spiking household wine consumption and demand shifts. At times the industry is affected by oversupply and the result is intense price pressures. Another factor is consumers, including women, which account for a large market segment that is experimenting with new varieties of wine instead of just choosing the traditional grape wine. The goal of the Company in the Product Development department is to produce products that our target market will choose as their choice of alcoholic beverage. COMMENT: 10. Please provide a more detailed discussion of your proposed products and the markets, such as where you plan to initially sell your products. See Item 101(h)(4)(i) of Regulation S-K. In addition, provide a more detailed discussion of your proposed distribution methods for your proposed products. See Item 101(h)(4)(ii) of Regulation S-K. RESPONSE: We acknowledge the Staff’s comment and confirm that the Company has provided more detail in the “Description of our Business” section to include the statements that the Company hopes to initially sell our products in the greater Denver and surrounding areas. These efforts will initially will be the responsibility of the president where he initially hopes to distribute the products through associations, word-of-mouth, developed business relationships and small local distributors. Efforts will continue in hopes of establishing relationships with distributors and large retailers. The revised “Business Overview” section appears in the S-1/A as written below. Business Overview Superior Venture Corporation is a Nevada Corporation with a principal business objective of producing and selling wine varietals. Producing wines that are both well balanced and possessing clearly projected aromas, combined with stylistic packaging; Superior Venture plans to position itself in the market place by branding our product and leaving the consumer with an eclectic impression. We plan to produce and promote an elevation of chic sophistication while maintaining selections that are innovative and progressive with a multiplicity in its flavors and sensations. The Company hopes to initially sell our products in the greater Denver and surrounding areas. These efforts will initially will be the responsibility of the president where he hopes to distribute the products through associations, word-of-mouth, developed business relationships and small local distributors. Efforts will continue in hopes of establishing relationships with distributors and large retailers. The target audience of Superior Venture