SecProbe.io

November 1, 2011
 Via E-mail

Anna C. Jones President and Chief Executive Officer B-Maven, Inc.
3272 Reynard Way
San Diego, CA  92103
Re: B-Maven, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed October 20, 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 October 11, 2011, but we
remain concerned that the disc losure in your prospectus cont inues to sugges t the kind of
uncertainty ordinarily associ ated with a blank-check comp any.  We note your disclosure
that the company plans to sell skin care produ cts.  However, it still remains unclear how
the company actually anticipates pursuing it s business plan given the costs of this
offering, the amount of financing needed to implement the business plan, and the uncertainty in how the company plans to m eet its funding requirements.  Please either
revise the registration statemen t to comply with Rule 419, or explain to us persuasively
why, in view of the steps you have taken to  advance and develop your business plan and
operations, you are not a blank ch eck company.  In your explanation, please be sure to
address how the company reasonably expects to carry out its business plan given the
financing issues identified above.  You may c onsider significantly enhancing your plan of
operation disclosure as suggest ed in comment four below.
 Risk Factors, page 6

 Risks Related to the Business, page 6

 Our internal controls may become inad equate as we grow . . . , page 11

2. We note your response to comment three of our letter dated October 11, 2011.  However,
it does not appear that you have addressed the challenges you anticipate may represent
material risks when you implement a process to  comply with your future obligations as a

Anna C. Jones B-Maven, Inc. November 1, 2011 Page 2

 reporting company to maintain e ffective internal control over financial reporting.  Please
revise this risk factor to  address these challenges.
 The Offering, page 17

3. We note your response to comment five of our  letter dated October 11, 2011.  However,
in your response you did not address why you believe your arrangement with Gary B.
Wolff, P.C. to hold offering proceeds is prope rly characterized as an  escrow arrangement.
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 th e associated release conditions.  If you no
longer believe that you can ch aracterize this arrangement as an escrow arrangement,
please revise your disc losure accordingly.
 Management’s Discussion and Analysis  or Plan of Operation, page 22

4. We note your response to comment six of our letter dated October 11, 2011.  In the first
sentence of the second paragraph on page 23, you state that your only source of capital at
this time is through this offering.  Please revise  this statement to clarify that all of the
proceeds of this offering will go toward payi ng the costs of the offering.  Additionally, it
still remains unclear how you anticipate reaching your product rollout goal in 2012 given the amount of funding you estimate you will need  to do this and your lack of plans for
financing.  To help clarify how you actually intend to carry out your business plan along
your anticipated timeline, please include a de tailed outline of your anticipated operations
and expenses over the next 12 months in your prospectus.  In doing so, please discuss the
specific steps you must take to complete your business plan to the point where you will begin generating revenue.  Y ou should identify specific milestones, the estimated costs
for achieving these milestones, and the steps you will take in seeking financing and paying these costs as well as the remainder of  the offering costs.  Provide a timeline for
the completion of your business plan assu ming you raise 100%, 75%, 50%, 25%, and
10% of the required funding.
 Operations, page 22

5. We note your response to comment seven of our letter dated October 11, 2011.  However,
you have not eliminated the phrase, “secondary  offering,” as suggest ed in your response
letter.  Please clarify whether your reference to a “secondary o ffering” is a reference to an
additional offering of securities  by the registrant (i.e., a capita l-raising transaction for the
registrant) or a reference to a resale transaction by holde rs of your securities (which
transactions are commonly referred  to as “secondary offerings”).

Anna C. Jones B-Maven, Inc. November 1, 2011 Page 3

 Liquidity, page 23

6. We note your response to comment eight of our letter dated September 13, 2011.  Please
clarify when the costs relating to this offe ring are “due and payable.”  Additionally, we
note you discuss the effect that accruing th ese obligations on your books and records may
have on your ability to obtain financing.  Please further discuss the consequences of
accruing the amounts owed for this offering on your books and records due to your failure to pay the amounts owed when “due and payable.”  For example, please disclose
whether you will be in default under your agreem ent with Gary B. Wolff, P.C. filed as
Exhibit 10.1, or whether you will be  subject to any penalties.
 Exhibit 5.1

7. The New York State Unified Court System  web page lists Mr. Wolff’s attorney
registration status as “suspe nded.”  Please advise, therefore, why you believe Mr. Wolff
is able to provide a valid legality opinion in connection with your offering.  Refer to SEC
Rule of Practice 102(e)(2).

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: Gary B. Wolff, P.C.