SEC Company Response from Ilustrato Pictures International Inc. (ILUS) (CIK 0001496383) (ILUS) — Oct 22, 2010
Ilustrato Pictures International Inc. (ILUS) (CIK 0001496383)
Date: Oct. 22, 2010 · CIK: 0001496383 · Accession: 0001380389-10-000063
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-168136
Referenced dates: August 4, 2010
Letter
UNITED STATES 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 September 27, 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 to this letter a copy of the redline version of amendment number two to our registration statement. We will be forwarding by regular mail certain source documents as requested in your letter.
COMMENT:
Form S-/A, filed September 13, 2010
Summary
1.
Please reconcile the disclosure that you plan to offer 2 varietals during the next 12 months with the disclosure that you hope to begin sales nine months following the placement of the offering. We note that the offering will last for up to six months following the placement of the offering. In addition, we partially reissue comment three of our letter dated August 4, 2010. We continue to note the reference in the summary to beginning sales nine months following the placement of the offering. Please clarify whether this refers to the commencement of the offering or the completion of the offering. Such disclosure was not revised as indicated in your supplemental response.
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 “The Company plans to offer two varietals during the six months following the closing of the offering and 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:
2.
We reissue comment four of our letter dated August 4, 2010. We continue to note statements that appear to be promotional in nature. Please remove such disclosure or provide the basis for the statements. For instance, please provide the basis for your estimate in the first risk factor that by the third quarter of operations “revenue will support the expense (of hiring additional employees)”.
RESPONSE:
We acknowledge the Staff’s comment and the Company responds by stating that it we have removed the wording “revenue will support the expense (of hiring additional employees)” in the “Risk Factors” section of the Form S-1/A filing.
COMMENT:
Risk Factors
3.
We reissue comment five of our letter dated August 4, 2010. Please add a separate 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 in paragraph 9 to include the following statement. In addition, we included this statement in the section “Summary Financial Information” paragraph 2.
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
4.
We reissue comment seven of our letter dated August 4, 2010. Please discuss in greater detail what you mean by “changing needs of the business” and market opportunities”. Again, the company may reserve the right to change the use of proceeds, provided such reservation is due to certain contingencies that are discussed specifically. See Instruction 7 to Item 504 of regulation S-K and revise your disclosure accordingly. Please revise similar disclosure in the Plan of Operation section.
RESPONSE:
We acknowledge the Staff’s comment and confirm that the Company has removed statements implying “changing needs of the business” and “and market opportunities” in the “Use of Proceeds” section and in section “Plan of Operation” in the Form S-1/A filing. We have reworded the sections to state that “We currently consider the foregoing project our priority and intend to use the proceeds from this offering for such projects”.
COMMENT:
Description of Our Business, page 19
5.
We reissue comment nine of our letter dated August 4, 2010. Please reconcile the disclosure in the summary and in the business 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 identified that you hope will produce your wine..
RESPONSE:
We acknowledge the Staff’s comment and confirm that we revised the S-1/A filing in the “Description of Our Business” section where we have reconciled the disclosure summary to provide an overview of how we plan to work with a winery to produce our wines. The revised “Description of Our Business” 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. However, the Company has identified a winery that we plan to work with to hand-craft our wines. Initially we choose the varietal, and the fruit the vineyard came from. Then we work with the winery on creating our proprietary blend. Our proprietary blend will consist of 75% of select varietal and the remaining 25% can be selected from barrel inventory. Once the exact varietal has been determined, the wines are bottled, corked and labeled to our specifications.
COMMENT:
6.
We note your disclosure in response to comment ten of our letter dated August 4, 2010 and we partially reissue the comment. Please provide a more detailed discussion of your proposed products. Please further discuss in greater detail your proposed methods of distribution. For instance, it is unclear how the president will pursue word-of-mouth, small local distributors, and develop business relationships in the Denver and surrounding areas.
RESPONSE:
We acknowledge the Staff’s comment and confirm that the Company has revised the “Description of Our Business” section to provide a greater detailed discussion of our proposed products and method of distribution including, word-of-mouth, small local distributors, and developed business relationships in the Denver and surrounding areas. Please see the response to Comment number ten for a more detailed discussion of our proposed products. The revised “Use of Proceeds” section appears in the S-1/A as written below which provides greater detail of our proposed method of distribution.
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. The word-of-mouth effort consists of networking at trade shows, joining related associations, attending industry related meetings and gatherings, and attending and networking at wine tasting parties and events. Marketing to developed business relationships includes relying on Mr. Moore’s years in the food and beverage industry and the business relationships he has procured. These relationships include past and present employees, managers, and relationships with vendors and distributors spanning his years as a manager and Sommelier. Small local distribution efforts include contacting local independent and small specialty shops. Cold calling in addition to a direct mailing marketing effort is a method planned to gain market presence and hopefully placement of our products for retail distribution. Efforts will continue in hopes of establishing relationships with large distributors and large retailers.
COMMENT:
Industry Analysis, page 20
7.
We note your revised disclosure in response to comment 11 of our letter dated August 4, 2010. Please revise the citation you provide here and where appropriate, as there appears to be a typographical error. We are unable to locate the website page listed. Please further revise to clarify 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 wine consumption rose 3.8% to 268.1 million 9-litre cases in the early and mid 2000’s. This would also include statistical information found throughout the business section. In addition, please cite to the specific reports from the www.strategyr.com website to which you have cited information. Lastly, please provide us supplementally with a copy of each source of information cited throughout the prospectus, as previously requested.
RESPONSE:
We acknowledge the Staff’s comment and confirm that the Company has rewrote the Industrial Analysis section to include statistical quotes and their references. In addition we have provided supplementally, a copy of each source of information cited throughout the prospectus. The “Industrial Analysis” section appears in the Form S-1/A as written below.
Industry Analysis
According to New Reporting by Global Industry Analysts, Inc.; “The Global wine market is currently witnessing steady consumption growth across most markets and wine sectors. Consumption in the global wine market is projected to exceed 26.2 billion liters by the year 2010, growing at a compounded annual rate of about 1.26% over the period 2001 through 2010.” (source http://winemarketer.com/wine-consumption-to-exceed-262-billion-litres.html). In addition, the number of producing wineries in America has grown significantly over the past few decades. In 1980, there were approximately 900 wineries in America. That number grew to over 2,100 in 2000, and has now reached over 6,100 wineries spread among all fifty states. Overall, these statistics reflect the vitality of the wine industry as a whole in the United States.
The increased popularity of wine is also due to ongoing studies linking moderate consumption of wine to decreased risk of heart disease, cancer, and stroke. In addition, the antioxidants found in red wine appear to be one of protection and prevention of disease. Despite a difficult economy, this type of news fares well for the industry as a whole because any correlation that a consumer product has with a person's well being tends to transcend itself to the bottom line. With increased industry awareness and mainstreaming of the product comes additional outlets where wine can be purchased. In addition to the increase of Internet and mail order purchases boosted by the abovementioned law changes, the industry has also benefited from the sale of wine at relatively inexpensive price points in retailer establishments such as grocery stores and Wal-Mart.
Champagne & sparkling wine continued to gain market share within the last decade. Within this timeframe, imports are increasing at a faster pace than their domestic counterparts which is a similar trend in the table wine market. The increased use of sparkling wine as an ingredient in cocktails along with its year round popularity is fueling the growth in the category
COMMENT:
Marketing, page 21
8.
We note your revised disclosure in response to comment 12 of our letter dated August 4, 2010. Please revise to clarify whether the citation you provide pertains 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 statement, “The third specific market of Superior Venture is women, because they have historically purchased 64% of all table wines”. (emphasis added) Furthermore, please revise you citation to more clearly disclose where to find the information. In this regard, we note that the website provided takes the reader to an archive page rather than an article.
RESPONSE:
We acknowledge the Staff’s comment and confirm that the Company has included sources that pertains to all statistical and factual information included in the “Target Market Segmentation” section of the filing. In addition we have provided supplementally, a copy of each source of information cited in this section. The “Target Market Segmentation” section appears in the Form S-1/A as written below.
Target Market Segmentation
Our initial target market is Adults aged 45 and up. This group accounts for over 55% of persons over the age of 15 (source: American Generations; http://www.winebusiness.com/wbm/?go=getArticle&datald=63766). The second segment we have identified is the generation-Xers (age 33-44) and millennials (age 15-32). Statistics reveal that they are adopting wine as their parents did three decades ago. “The greatest growth and the most optimistic conclusions from the survey come from millennials, ages 15 to 32. They and the generation-Xers accounted for what Gillespie (John Gillespie – President of the industry sponsored group) described as “Stunning growth in the core wine-drinking population”. In 2008, nearly half of the millennial segment reported a net 23 percent increase in wine consumption- double that of generation-Xers against minimal or declining figures for the aging baby boomers. Gillespie described this trend as a “trade-off” phenomenon, where better than 10 percent of wine drinkers, primarily generation-Xers, are increasing total wine consumption at the expense of beer and spirits” (source: http://www.winebusiness.com/wbm/?go=getArticle&data=63766). The third specific target market of Superior Venture is women, because they have historically purchased 57% of all table wines (source: http://www.wineinstitute.org/resources/consumerfeaturedstories/article334) (additional source: http://www.boulderweekly.com/article-679-breaking-wines-glass-ceiling-nore-women-are-in-charge-of-the-list).
COMMENT:
9.
We partially reissue comment 13 of our letter dated August 4, 2010. However, we note that references to “a variety of target market specific marketing strategies” have not been removed from you prospectus. Please discuss in greater detail this strategy, including how your marketing strategy is different from the competition, or remove these statements as they would appear promotional in nature.
RESPONSE:
We acknowledge the Staff’s comment and confirm that the Company has removed statements that would appear promotional in nature. The removed statements and references are: “a variety of target market specific
Show Raw Text
CORRESP 1 filename1.htm UNITED STATES Superior Venture Corporation 1937 E. Mineral Avenue Centennial, Colorado 80122 October 13, 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 September 27, 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 to this letter a copy of the redline version of amendment number two to our registration statement. We will be forwarding by regular mail certain source documents as requested in your letter. COMMENT: Form S-/A, filed September 13, 2010 Summary 1. Please reconcile the disclosure that you plan to offer 2 varietals during the next 12 months with the disclosure that you hope to begin sales nine months following the placement of the offering. We note that the offering will last for up to six months following the placement of the offering. In addition, we partially reissue comment three of our letter dated August 4, 2010. We continue to note the reference in the summary to beginning sales nine months following the placement of the offering. Please clarify whether this refers to the commencement of the offering or the completion of the offering. Such disclosure was not revised as indicated in your supplemental response. 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 “The Company plans to offer two varietals during the six months following the closing of the offering and 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: 2. We reissue comment four of our letter dated August 4, 2010. We continue to note statements that appear to be promotional in nature. Please remove such disclosure or provide the basis for the statements. For instance, please provide the basis for your estimate in the first risk factor that by the third quarter of operations “revenue will support the expense (of hiring additional employees)”. RESPONSE: We acknowledge the Staff’s comment and the Company responds by stating that it we have removed the wording “revenue will support the expense (of hiring additional employees)” in the “Risk Factors” section of the Form S-1/A filing. COMMENT: Risk Factors 3. We reissue comment five of our letter dated August 4, 2010. Please add a separate 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 in paragraph 9 to include the following statement. In addition, we included this statement in the section “Summary Financial Information” paragraph 2. 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 4. We reissue comment seven of our letter dated August 4, 2010. Please discuss in greater detail what you mean by “changing needs of the business” and market opportunities”. Again, the company may reserve the right to change the use of proceeds, provided such reservation is due to certain contingencies that are discussed specifically. See Instruction 7 to Item 504 of regulation S-K and revise your disclosure accordingly. Please revise similar disclosure in the Plan of Operation section. RESPONSE: We acknowledge the Staff’s comment and confirm that the Company has removed statements implying “changing needs of the business” and “and market opportunities” in the “Use of Proceeds” section and in section “Plan of Operation” in the Form S-1/A filing. We have reworded the sections to state that “We currently consider the foregoing project our priority and intend to use the proceeds from this offering for such projects”. COMMENT: Description of Our Business, page 19 5. We reissue comment nine of our letter dated August 4, 2010. Please reconcile the disclosure in the summary and in the business 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 identified that you hope will produce your wine.. RESPONSE: We acknowledge the Staff’s comment and confirm that we revised the S-1/A filing in the “Description of Our Business” section where we have reconciled the disclosure summary to provide an overview of how we plan to work with a winery to produce our wines. The revised “Description of Our Business” 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. However, the Company has identified a winery that we plan to work with to hand-craft our wines. Initially we choose the varietal, and the fruit the vineyard came from. Then we work with the winery on creating our proprietary blend. Our proprietary blend will consist of 75% of select varietal and the remaining 25% can be selected from barrel inventory. Once the exact varietal has been determined, the wines are bottled, corked and labeled to our specifications. COMMENT: 6. We note your disclosure in response to comment ten of our letter dated August 4, 2010 and we partially reissue the comment. Please provide a more detailed discussion of your proposed products. Please further discuss in greater detail your proposed methods of distribution. For instance, it is unclear how the president will pursue word-of-mouth, small local distributors, and develop business relationships in the Denver and surrounding areas. RESPONSE: We acknowledge the Staff’s comment and confirm that the Company has revised the “Description of Our Business” section to provide a greater detailed discussion of our proposed products and method of distribution including, word-of-mouth, small local distributors, and developed business relationships in the Denver and surrounding areas. Please see the response to Comment number ten for a more detailed discussion of our proposed products. The revised “Use of Proceeds” section appears in the S-1/A as written below which provides greater detail of our proposed method of distribution. 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. The word-of-mouth effort consists of networking at trade shows, joining related associations, attending industry related meetings and gatherings, and attending and networking at wine tasting parties and events. Marketing to developed business relationships includes relying on Mr. Moore’s years in the food and beverage industry and the business relationships he has procured. These relationships include past and present employees, managers, and relationships with vendors and distributors spanning his years as a manager and Sommelier. Small local distribution efforts include contacting local independent and small specialty shops. Cold calling in addition to a direct mailing marketing effort is a method planned to gain market presence and hopefully placement of our products for retail distribution. Efforts will continue in hopes of establishing relationships with large distributors and large retailers. COMMENT: Industry Analysis, page 20 7. We note your revised disclosure in response to comment 11 of our letter dated August 4, 2010. Please revise the citation you provide here and where appropriate, as there appears to be a typographical error. We are unable to locate the website page listed. Please further revise to clarify 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 wine consumption rose 3.8% to 268.1 million 9-litre cases in the early and mid 2000’s. This would also include statistical information found throughout the business section. In addition, please cite to the specific reports from the www.strategyr.com website to which you have cited information. Lastly, please provide us supplementally with a copy of each source of information cited throughout the prospectus, as previously requested. RESPONSE: We acknowledge the Staff’s comment and confirm that the Company has rewrote the Industrial Analysis section to include statistical quotes and their references. In addition we have provided supplementally, a copy of each source of information cited throughout the prospectus. The “Industrial Analysis” section appears in the Form S-1/A as written below. Industry Analysis According to New Reporting by Global Industry Analysts, Inc.; “The Global wine market is currently witnessing steady consumption growth across most markets and wine sectors. Consumption in the global wine market is projected to exceed 26.2 billion liters by the year 2010, growing at a compounded annual rate of about 1.26% over the period 2001 through 2010.” (source http://winemarketer.com/wine-consumption-to-exceed-262-billion-litres.html). In addition, the number of producing wineries in America has grown significantly over the past few decades. In 1980, there were approximately 900 wineries in America. That number grew to over 2,100 in 2000, and has now reached over 6,100 wineries spread among all fifty states. Overall, these statistics reflect the vitality of the wine industry as a whole in the United States. The increased popularity of wine is also due to ongoing studies linking moderate consumption of wine to decreased risk of heart disease, cancer, and stroke. In addition, the antioxidants found in red wine appear to be one of protection and prevention of disease. Despite a difficult economy, this type of news fares well for the industry as a whole because any correlation that a consumer product has with a person's well being tends to transcend itself to the bottom line. With increased industry awareness and mainstreaming of the product comes additional outlets where wine can be purchased. In addition to the increase of Internet and mail order purchases boosted by the abovementioned law changes, the industry has also benefited from the sale of wine at relatively inexpensive price points in retailer establishments such as grocery stores and Wal-Mart. Champagne & sparkling wine continued to gain market share within the last decade. Within this timeframe, imports are increasing at a faster pace than their domestic counterparts which is a similar trend in the table wine market. The increased use of sparkling wine as an ingredient in cocktails along with its year round popularity is fueling the growth in the category COMMENT: Marketing, page 21 8. We note your revised disclosure in response to comment 12 of our letter dated August 4, 2010. Please revise to clarify whether the citation you provide pertains 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 statement, “The third specific market of Superior Venture is women, because they have historically purchased 64% of all table wines”. (emphasis added) Furthermore, please revise you citation to more clearly disclose where to find the information. In this regard, we note that the website provided takes the reader to an archive page rather than an article. RESPONSE: We acknowledge the Staff’s comment and confirm that the Company has included sources that pertains to all statistical and factual information included in the “Target Market Segmentation” section of the filing. In addition we have provided supplementally, a copy of each source of information cited in this section. The “Target Market Segmentation” section appears in the Form S-1/A as written below. Target Market Segmentation Our initial target market is Adults aged 45 and up. This group accounts for over 55% of persons over the age of 15 (source: American Generations; http://www.winebusiness.com/wbm/?go=getArticle&datald=63766). The second segment we have identified is the generation-Xers (age 33-44) and millennials (age 15-32). Statistics reveal that they are adopting wine as their parents did three decades ago. “The greatest growth and the most optimistic conclusions from the survey come from millennials, ages 15 to 32. They and the generation-Xers accounted for what Gillespie (John Gillespie – President of the industry sponsored group) described as “Stunning growth in the core wine-drinking population”. In 2008, nearly half of the millennial segment reported a net 23 percent increase in wine consumption- double that of generation-Xers against minimal or declining figures for the aging baby boomers. Gillespie described this trend as a “trade-off” phenomenon, where better than 10 percent of wine drinkers, primarily generation-Xers, are increasing total wine consumption at the expense of beer and spirits” (source: http://www.winebusiness.com/wbm/?go=getArticle&data=63766). The third specific target market of Superior Venture is women, because they have historically purchased 57% of all table wines (source: http://www.wineinstitute.org/resources/consumerfeaturedstories/article334) (additional source: http://www.boulderweekly.com/article-679-breaking-wines-glass-ceiling-nore-women-are-in-charge-of-the-list). COMMENT: 9. We partially reissue comment 13 of our letter dated August 4, 2010. However, we note that references to “a variety of target market specific marketing strategies” have not been removed from you prospectus. Please discuss in greater detail this strategy, including how your marketing strategy is different from the competition, or remove these statements as they would appear promotional in nature. RESPONSE: We acknowledge the Staff’s comment and confirm that the Company has removed statements that would appear promotional in nature. The removed statements and references are: “a variety of target market specific