Cover
Letter for Amendment #1 to Form SB-2
[LOGO]
September
6, 2006
Ms
Sara
D. Kalin
Branch
Chief-Legal
U.S.
Securities and
Exchange
Commission
100
F
Street, N. E.
Washington,
D.C. 20549
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Re: |
Art
Design, Inc. (the Company)
Form SB-2 Registration Statement
File Number:
333-136012
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Dear
Ms.
Kalin;
This
is
in response to your August 21, 2006 comment to the Company. The paragraph
numbers in this letter correspond to those in your comment letter.
Form
SB-2
General
1.
Your
comment has been noted. Please note that the registration statement and
form of
escrow agreement each provide that “ In the event the minimum is not sold within
the 120-day offering period or any extension of an additional 90 days at
our
discretion, this offering will terminate and all funds will be returned
promptly
(emphasis
added) to subscribers by the Escrow Agent without any deductions or payment
of
interest. This is to confirm that the Company understands “promptly,” as used in
Rule 10b-9 to mean the next business day or as soon as possible after the
termination of the offering.
2.
The
Company has made the required clarification to the form of escrow
agreement.
3.
The
Company has made the required change.
Outside
Facing Page
4.
The
Company has made the required change.
Cover
Page
5.
The
Company has made the required clarification.
6.
The
Company has made the required changes.
7.
The
Company has made the required change.
Summary
of Prospectus
8.
The
Company has made the required changes.
9.
The
Company has made the required changes.
10.
The
Company has made the required clarification.
11.
The
Company has made the required clarification.
Risk
Factors, page 6
12.
The
Company has made the required clarification.
13.
The
Company has added the required additional risk factor.
Our
limited operating history… page 6
14.
The
Company has made the additional disclosures.
15.
The
Company has added a risk factor to make the additional disclosure.
Our
clients have no obligation to purchase from us, page 6
16.
The
Company has added a risk factor to make the additional disclosures and
has made
a disclosure in the Business section.
We
may
need to raise additional funds…page 7
17.
The
Company has made the additional disclosures.
Risk
Associated With This Offering, page 5
You
will incur immediate and substantial dilution…page 6
18.
The
Company has made the additional disclosures.
Use
of
Proceeds, page 10
18.
The
Company has provided additional narrative regarding the proceeds.
19.
The
Company has provided additional narrative regarding the
proceeds.
20. The Company has made the additional disclosures regarding the discretion
of
the board.
Plan
of Distribution, page 12
21.
The
Company has provided additional clarification.
22.
The
Company has provided additional disclosure.
23.
The
escrow bank has the only signature power over the account. The escrow bank
determines when the minimum funds are present during the escrow period,
which
satisfies the minimum offering requirements. There are no additional
instructions other than the escrow agreement, which completely outlines
the
terms of the relationship with the escrow bank.
24.
The
Company has provided additional disclosure.
25.
The
Company has provided additional disclosure.
Background
Information about Our Officers and Directors, page 14
26.
The
Company has provided additional disclosure.
Description
of Our Business, page 17
27.
The
Company has provided additional disclosure.
Overview
of Our Operations, page 17
28.
The
Company has made the appropriate revision.
29.
The
Company has made the appropriate revisions.
Results
of Operations, page 20
30.
The
Company has made the appropriate revisions.
31.
The
Company has provided additional disclosure.
32.
The
Company has provided additional disclosure.
33.
The
Company has provided additional clarification.
Liquidity
and Capital Resources, page 21
34.
Your
comment has been noted. The Company has provided additional
clarification.
35.
The
Company has provided additional disclosure.
Plan
of Operation, page 21
36.
The
Company has made the appropriate revisions.
Description
of Property, page 22
37.
The
Company has provided the clarification.
Undertakings,
page 27
38.
The
Company has made the appropriate revisions.
Signature,
page 28
39.
The
Company has provided the revision.
PLEASE
NOTE: THE FOLLOWING RESPONSES REGARDING THE FINANCIAL STATEMENTS HAVE BEEN
PROVIDED BY THE COMPANY’S AUDITORS.
Financial
Statements of Art Design, Inc.
40.
The
Company has revised the financial statements for all periods to accrued
$500 per
month for donated services. None of the donated services relate to cost
of
sales.
Note
1: Organization, Operations and Summary of Significant Accounting Policies,
page
F-7
41.
Comment complied with. See revision to revenue recognition policy on page
7.
Products
and services, geographic areas and major customers, page F-8
42.
Company generally bundles artwork and design services into one package.
An
explanatory sentence has been added to the products and services, geographic
areas and major customers policy paragraph on page 8, along with appropriate
disclosure language required by SFAS 131, paragraph 37.
Note
2. Related Party Transactions, page F-10
43.
Comment complied with. Related party amounts have been broken out on the
statement of operations, and disclosure added to Footnote 2 on page 10.
There
were no transactions between Art Design, Inc. and BY Design Group.
The
Company has noted the comments by the Staff in the closing section. If
you have
any additional questions, do not hesitate to contact the undersigned at
(303)793-0304. For accounting comments, please contact Mr. Ronald Chadwick
at
(303) 306-1967.
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DAVID
WAGNER & ASSOCIATES, P.C.
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By: |
/s/ David
Wagner |
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David Wagner
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