Chief – Legal
Securities and Exchange Commission
of Corporation Finance
D. C. 20549
Starts Online, Inc.
Amended Registration Statement on Form S-1
July 25, 2008
letter is in response to your comment letter dated July 21, 2008 to Mark DeFoor,
President and CEO of Title Starts Online, Inc. (the “Company”) regarding the
Company’s Pre-Effective Amendment No. 2 to Form SB-2 Registration Statement on
Form S-1/A filed July 1, 2008, a copy of which is attached for your convenience.
Attached hereto is a marked copy of the Company’s Pre-Effective Amendment No. 3
to Registration Statement on Form S-1/A (the “Registration Statement”) which has
been filed electronically on EDGAR along with this letter. These revisions
incorporate the changes made in response to your comments which are itemized
revised the language on the outside front cover page of the prospectus to delete
the extension language consistent with the terms of the offering.
of Business, page 18
revised our disclosure to provide that the Company will launch its website
commence sales to the public in the fourth quarter of 2008. Conforming revisions
also appear in “Risk Factors” on page 8 and “Use of Proceeds” on page
Discussion and Analysis or Plan of Operation, page 21
and Capital Resources, page 21
added language in this section to provide that the Company is currently
expending no capital pending completion of the Offering. Further, we have added
language to disclose that the Company has not begun operations and has no
historical periods with which to compare anticipated future capital needs but
knows of no event or future trend which would cause the Company’s anticipated
capital requirements to exceed the Minimum Offering Amount.
Relationships and Related Party Transactions, page 22
revised the Registration Statement to delete reference to any loan from Mr.
DeFoor. In the early planning stages, Mr. DeFoor made a commitment to make
loan to the Company to provide interim financing to support any capital
requirements faced by the Company pending closing of the Offering. Based on
commitment, the previous drafts of the Registration Statement included
disclosure of the existence of the potential loan. As the Company’s development
has evolved, however, it has become apparent that the Company does not need
obtain a loan from Mr. DeFoor because the Company is expending no capital and
has made no commitments which would require an expenditure of capital prior
the closing of the Offering. The Company has determined that a loan is
unnecessary and it will not seek to obtain a loan from Mr. DeFoor. Reference
the loan has, therefore, been deleted from the Registration Statement to provide
accurate current disclosure.
Statements, page 25
included the Company’s financial statements in Amendment No. 3.
of the passage of time, we have revised the Registration Statement to provide
that the offering will close October 31, 2008 (rather than September 30,
revised Exhibit 10.1 (Escrow Agreement) and Exhibit 10.2 (Subscription
Agreement) to disclose the October 31, 2008 closing date.
that the Company’s responses and revisions address the comments raised in your
letter to the Company dated July 21, 2008. However, the Company will provide
further information and make further revisions at your direction.