SecProbe.io

October 11, 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.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed September 28, 2011
  File No. 333-176376

Dear Ms. Jones:

We have reviewed your registration statem ent and have the following comments.
 General

1. We note your response to comment one of our letter dated September 13, 2011, but we
remain concerned that the disc losure in your prospectus cont inues to sugges t the kind of
uncertainty ordinarily associat ed with a blank-check company.  Specifically, it is unclear
how you anticipate carrying out your stated bus iness plan in the manner proposed given
your funding requirements, the timing of thos e requirements compared to the timing of
your anticipated product rollout, and the uncer tainty of your plans for how to meet your
funding requirements.  Accordingly, we sugge st that you either re vise the registration
statement to comply with Rule 419 or explai n to us persuasively why, in view of the
limited steps you have taken to advance and develop your business plan and operations,
as described in your registration statem ent, you are not a blank check company.
 Prospectus Summary, page 4

 About B-Maven, Inc., page 4

2. We note your statement that the company has “no current plans” to be acquired or to
merge with another company.  Please disclose  whether you have any intention to acquire
or to merge with another company.

Ms. Anna C. Jones B-Maven, Inc. October 11, 2011 Page 2

Risk Factors, page 6

 Risks Related to the Business, page 6

 Our internal controls may be inadeq uate as we grow . . . , page 11

3. In your revised disclosure, you state that with  growth in your business, your internal
controls may “become” inadequate or ineffective.   Please revise this risk factor to address
how you plan to implement a process to co mply with your future obligations as a
reporting company to maintain effective intern al control over financial reporting and any
challenges you anticipate with this proce ss that might represent material risks.
 The Offering, page 17

4. We note your new statement on page 17 that you believe the risks associated with the
offering are worth taking because you belie ve “potential vendors, consultants and
manufacturers will have a higher regard for a pu blic company than a small, privately-held
startup company.”  Please revise your disclosu re to explain your basis for this belief.  In
this regard, we note your disc losure that the statement is  based on your own observations
and not on any formal studies.

5. We note the disclosure you added in res ponse to comment 14 of our letter dated
September 13, 2011, and we reissue the comment in part.  Please clarify for us the
purpose of your arrangement with Gary B. Wolf f, P.C. to hold offering proceeds.  Please
tell us why you believe this arrangement is properly characterized as an escrow
arrangement.  In this regard, please tell us whether there are any circumstances under
which proceeds could be released to parties other than the registra nt and, if applicable,
please describe these circumstances and the associated release conditions.
 Management’s Discussion and Analysis  or Plan of Operation, page 22

6. We note your response to comment 18 of our  letter dated September 13, 2011, and we
reissue the comment.  Please discuss how you anticipate paying the offering costs and
developing, manufacturing, marketing, and distributing your products 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.  We note your statement that you will begin to seek
alternate financing, but you do not provide any details about your plan s.  We further note
your statement that you will not incur cash obl igations that you cannot satisfy with
known resources, and you have performed no studies to determine whether it is feasible to anticipate satisfying obligations with restri cted securities.  Given the uncertain nature
of your plans to seek and obtain financing a nd to incur obligations, it is unclear how you
anticipate reaching your 2012 goal.

Ms. Anna C. Jones B-Maven, Inc. October 11, 2011 Page 3

 7. We note your reference on page 23, in the la st paragraph of the “Operations” subsection,
to a “secondary offering.”  Please clarify whether this is a reference to an additional offering of securities by the registrant (i.e., a capital-raising transacti on for the registrant)
or a reference to a resale tr ansaction by holders of your secu rities (which transactions are
commonly referred to as “secondary” offerings).
 Liquidity, page 23

8. We note your response to comment 20 of our le tter dated September 13, 2011.  Please tell
us what you mean by the phrase “as and when n ecessary” in this context, and discuss the
consequences of accruing the amounts owed for this offering on your books and records due to your failure to pay the amoun ts owed “as and when necessary.”

9. We note your response to comment 23 of our letter dated September 13, 2011.
Specifically, we note your added disclosure th at you have not entered into any oral or
written agreements to raise or  obtain funds and that your pr esident will have to provide
cash costs if you are unable to raise funds.  Please clarify wh ether you have entered into
any agreements or understandings with your president in this regard.
 Business, page 25

Proposed Products, page 27

10. We note your response to comment 32 of our letter dated September 13, 2011.
Specifically, we note your disclosure that  you have no formal agreement with your
proposed independent cosmetics formulator.  Please clarify whether you have a legally-
binding agreement with the formulator and, if applicable, please disc lose the terms under
which your proposed independent cosmetics fo rmulator has been working with you.  In
this regard, we note your statement that th e formulator, along with your founder, has
developed sample products.
 Employees, page 29

11. You added disclosure stating that you will “continue” to use independent contractors and
consultants.  However, on page 26, you state th at you have only been in discussions with
independent contractors and that  you have not yet engaged th eir services.  Please revise
your disclosures as appropriate.
 Plan of Distribution, page 37

12. We note your response to comment 42 of our  letter dated September 13, 2011, and your
revised disclosure.  Please make similar re visions to the prosp ectus cover page and
summary of the offering on page five.

Ms. Anna C. Jones B-Maven, Inc. October 11, 2011 Page 4

 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  You may contact Dale Welcome at (202) 551-3865 or Kevin St ertzel at (202) 551-3723 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Jessica Dickerson at ( 202) 551-3749 or Dietrich King at  (202) 551-3338 with any other
questions.
Sincerely,
   /s/ Dietrich King for

Pamela Long Assistant Director
cc: Via E-mail

 Gary B. Wolff, P.C.