SecProbe.io

September 13, 2011
 Via E-mail

Ms. Anna C. Jones President and Chief Executive Officer B-Maven, Inc.
3272 Reynard Way
San Diego, CA  92103
Re: B-Maven, Inc.
Registration Statement on Form S-1 Filed August 18, 2011
  File No. 333-176376

Dear Ms. Jones:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. Certain disclosures in your prospectus  suggest that your proposed business is
commensurate in scope with the uncertainty ordinarily associated with a blank-check
company.  In this regard, we note the following:
 You are a development stage company w ith no revenues and have received going
concern opinions from your auditor;

 You issue penny stock;

 You have nominal assets;

Ms. Anna C. Jones B-Maven, Inc. September 13, 2011 Page 2

  You anticipate that you will need substa ntial additional funding to implement
your business plan, and there appear to be no efforts or current plans for obtaining
this funding;

 The registration statement contains very gene ral disclosure related to the nature of
your business plan; and

 The estimated costs to complete the o ffering are greater than the aggregate
maximum offering proceeds.
These facts suggest that you are a blank ch eck company and thus the terms of your
offering should comply with Rule 419 unde r the Securities Act of 1933, as amended.
Please revise the registration statement accordingly.  Please see Rule 419 and Securities Act Release No. 6932 (April 13, 1992).
Outside Front Cover Page of the Prospectus

2. We note your disclosure that you are offering shares of your common stock in your initial
public offering on a “best-efforts” basis.  “Best efforts” is a term of art that implies the
engagement of a third party and their contract ed level of performance on your behalf.  As
you are not engaging a third part y financial intermediary to sell your securities, it appears
that you should characterize your offering as a “direct primary” offeri ng rather than as a
“best efforts” offering.  Please revise your di sclosure throughout the prospectus to better
characterize your offering as a “direct primary” offering.

3. Please revise the cross-reference to your risk factors so that it refers to the correct page
number on which your ri sk factors begin.
 Prospectus Summary, page 4

4. In the last sentence of the sixth paragraph, you state, “We believe that BMI products,
when available, will stimulate cell renewal,  prevent and reduce the appearance of wrinkle
and fine lines, dark circles, spider veins,  rosacea, varicose veins and reduce under eye
puffiness.”  Please provide us with your basis for this belief and state, if true, that there is
no guarantee that the products you may eventu ally develop will ac tually have these
qualities or deliver these results.
 Risk Factors, page 6

5. We note that several of your risk factor s ubheadings (e.g., risk factors 4 and 5) merely
state facts about your bu siness rather than describing the risk that is being discussed.
Please revise your risk factor subheadings to ensure that they reflect the risks you
describe in the text.

Ms. Anna C. Jones B-Maven, Inc. September 13, 2011 Page 3

 6. At the end of your risk fact ors section on page 15, you state,  “For all of the foregoing
reasons and others set forth here in, an investment in our securi ties in any market that may
develop in the future involves a high degree of  risk.”  Please delete this statement, or
revise the statement to clarify, if true, that all material risks are discussed in the risk factors section.
Risks Related to the Business, page 6

7. The heading in the second risk factor appears to address two separate risks:

 BMI is and will continue to be completely dependent on the services of our
founder and president, Anna C. Jones, th e loss of whose services may cause our
business operations to cease; and
 We will need to engage and retain qualified employees and consultants to further
implement our strategy.

Please separate this heading into two differe nt risk factors, and discuss the second of
these more fully.
 We may be subject to produc t liability claims, page 9

8. You state that you “intend to require the manufacturers of  your products to maintain
insurance.”  Please also discuss the risk, if true, that any manufacturers with whom you
may contract may not accept this term.
 Risks Related to Our Common Stock, page 11

 We intend to become subject to the period ic reporting requirements . . . , page 10

 Our internal controls may be inadequate . . . , page 10

 The costs of being a public company . . . , page 10

9. Please revise these risk factors to address your particular circumstances.  As drafted,
these risk factors are too general.  For ex ample, as you have only a single part-time
employee, limited resources and no revenues, it  seems insufficient to state that your
“internal controls may be inade quate” or to use qualifiers su ch as “[i]f our revenues are
insufficient.”  In addition, in the risk factors that you have  numbered as 18 and 20, please
provide an estimate of the costs you expect to incur in connection with your reporting
obligations as a public company.  In this re gard, we note your disclosure on page 22 in
which you provide an estimate of $50,000.

Ms. Anna C. Jones B-Maven, Inc. September 13, 2011 Page 4

 Since there is no minimum for our offering . . . , page 11

10. Please revise this risk factor to clarify th e relationship between the development of a
public market for your securities and the risk to investors.
 Use of Proceeds, page 16

11. You state that you will use the offering pr oceeds to pay the estim ated costs of the
offering.  Please indicate the order of priority  for your use of the offering proceeds.  In
this regard, we note the maximum aggregate of fering proceeds are insufficient to cover
all of the estimated costs of the offering.  In addition to providing information assuming
the sale of the maximum number of shares  you are offering, please provide information
assuming the sale of 25%, 50% and 75% of the maximum number of shares you are
offering.  Refer to Item 504 of Regul ation S-K and Instruction 1 thereto.
 The Offering, page 16

12. As the offering does not appear to be a capit al-raising transaction, please disclose your
purpose for pursuing the offering.  In this regard, we note that the maximum offering
proceeds would not be sufficient to cover the costs of the offering.

13. In the second sentence, you stat e that you will retain the proceeds from the sale of shares
in this offering.  Please revise this statement to clarify that you intend to use the proceeds
to pay the costs of the offering.

14. We note your characterization of your counsel, Ga ry B. Wolff, P.C., as your escrow agent
and the description of the terms under which your counsel will receive and hold offering
proceeds.  Please clarify for us the purpos e of this arrangemen t and tell us why you
appear to believe this is an escrow arrangeme nt.  In this regard, we note that the offering
has no minimum offering amount, y ou will accept or reject subscriptions within 48 hours
of receipt and you do not appear to be require d to return subscription proceeds under any
circumstances once you have accepted a subscription.
 Dilution, page 18

15. In addition to providing information assuming the sale of the maximum number of shares
you are offering, please provide information a ssuming the sale of 25%, 50% and 75% of
the maximum number of shares you are offering.

Ms. Anna C. Jones B-Maven, Inc. September 13, 2011 Page 5

 Management’s Discussion and Analysis  or Plan of Operation, page 21

 Operations, page 21

16. The third and fourth paragraphs appear to be  almost identical to one another.  Please
delete one of the paragraphs, and revise the remaining paragraph as appropriate to
accurately reflect your plans and products.

17. In the seventh paragraph, you state that you will introduce products gradually beginning
in 2012.  Please revise this statement to re move any indication th at your product rollout
will definitely occur in 2012.

18. You state that you will need more than $100,000 to develop your products and that you
will need an additional $50,000 to $100,000 to purchase initial inventories of raw
materials and to introduce marketing and adve rtising programs.  You further state, on
page 22, that you must pay for all of the offe ring costs ($75,000) within six months from
the date of the prospectus.  Further, you state that you currently have no sources of
financing, no commitments for financing, and no  plans to seek private investment.  Other
disclosures indicate that you plan to intr oduce your products to the market in 2012.
Please discuss how you anticipate paying the offering costs and developing,
manufacturing, marketing, and distributing your produc ts by 2012 when you require
$225,000 at a minimum to do so and you have no financing, no plans for financing, and
no current assets.
 Other, page 21

19. Please clarify what you mean by the following statement: “As a corporate policy, we will
not incur any cash obligations that we cannot satisfy with known resources, of which
there are currently none except as  described in “Liquidity” belo w and/or elsewhere in this
prospectus.”
 Liquidity, page 22

20. Please clarify what you mean by the following statement in the first paragraph: “This
amount will be paid as and when necessary  and required or otherwise accrued on the
books and records of BMI until we are able  to pay the full amount due either from
revenues or loans from a related or unrelated party.”

21. In the first paragraph, you state that if you have not paid the offering costs within six
months from the date of the prospectus , you will seek financial assistance from
shareholders or a third party.  You further st ate that this assistance, if given, will be
evidenced by a noninterest-bearing unsecured co rporate note to be treated as a loan until
repaid, if and when you have the resources to  do so.  Please revise this statement to
disclose, if true, that there is no guarantee you wi ll be able to receive financial assistance

Ms. Anna C. Jones B-Maven, Inc. September 13, 2011 Page 6

 on these terms, if at all.  Please also disclo se how a failure to obtai n financial assistance
on these terms will affect the agreement f iled as Exhibit 10.1 among the company, your
president, and your counsel.

22. In the second paragraph, you state that if you can secure funding to out source product
development, stock inventory, marketing, and the development of a full ecommerce
website, you “can” commence the launch of your product line in 2012.  Please revise this
statement to clarify that even if you receive  sufficient funding, ther e is no guarantee you
will achieve successful product development.

23. In the second paragraph, you state that if you are unable to  raise funds, your president
would have to provide funds to the extent th at she is capable and willing.  Please clarify
whether you have entered into any discu ssions or agreements with your president
regarding this obligation.   If you have entered into discus sions, please disclose the extent
of the discussions.  If you have entered into an agreement, please either file a copy of the
agreement as an exhibit to the registration st atement or, if the agreement is oral, file a
written summary of the agreement as an exhibit to the registration statement.
 Seasonality, page 24

24. You state, “We have not noted a signifi cant seasonal impact in our business (or
businesses like ours) . . . .”  However, risk factor number 8 discusse s the probability that
your revenues and operating results will vary  significantly from quarter to quarter
because your industry experiences seasonal fluctu ations.  Please revise your registration
statement to reconcile these appare ntly inconsistent disclosures.
 Business, page 24

25. In the first paragraph, you disclose that your president will devote at  least five hours per
week to the company for the remainder of 2011.  As there are less than four months
remaining in 2011, please disclose  your president’s intentions in this regard beyond 2011.

26. Please clarify how many and what types of product formulas you own.  Additionally,
please clarify whether you ha ve any “existing products,” as  referenced in the fifth
paragraph, or revise your disclosure accordingly.

27. You reference funding from strategic joint ve ntures in the fourth paragraph.  To the
extent you anticipate using strate gic joint ventures as a source  of liquidity, please discuss
this in the liquidity section.  Additionally, please discuss the types of strategic joint
ventures in which you may engage.

28. Throughout the registration statement, you refe rence the potential use of independent
contractors, manufacturers, a nd distributors.  Please clarify whether you have entered into
any discussions or agreements with any i ndependent contractors, manufacturers, and

Ms. Anna C. Jones B-Maven, Inc. September 13, 2011 Page 7

 distributors.  If you have ente red into any discussions, plea se disclose the nature and
extent of those discussions.  If you have en tered into any agreements, please tell us what
consideration you gave to filing the agreements as exhibits to the registration statement.

29. In the fifth paragraph, you state that you an ticipate your first line of skincare products
will consist of up to eight separate products and will be available for commercial sale
during 2012.  Please disclose the basis for your belief that you will have eight products
ready for commercial sale during 2012 if you currently have no completed products, no
agreements in place with manufacturers and di stributors, and no financing or plans for
financing.

30. You state that you will be unable to proceed  with your business plan if you do not raise
between $50,000 and $100,000 before the end of  the first quarter of 2012.  Please
disclose whether you anticipate actually being able to proceed with your business plan.
In this regard, we note that you have no financing or commitments for financing.
Additionally, the only disclosures you provide  regarding raising financing concerns
generating funds to pay the profe ssional fees associated with th is offering.  Please be very
clear in delineating how you expect to proc eed with your business plan given the costs
associated with this offering, your lack of financing, and the costs required to produce
your products before you can even  begin to generate revenue.

Proposed Business, page 24

31. Please disclose who comprises your target market.
 Proposed Products, page 25

32. Please disclose the terms of your agreement with your independent cosmetics formulator,
including how you intend to compensate the fo rmulator, and tell us  what consideration
you gave to filing the agreement as an exhibit to the registration statement.

33. You state that your independe nt cosmetics formulator has developed several samples
based on your product specificati ons.  Please disclose what t ypes of samples have been
developed, and clarify who owns the samples and any associated in tellectual property.

34. In the third paragraph, you state that te sting of your products will be done by the
company you hire to manufacture your products.  Please disclose , if true, that there is no
guarantee you will find a manufacturer who will  test your products.