ALAZZIO ENTERTAINMENT CORP.
Mr. Dmitri Kapsamun
President
Alazzio Entertainment Corp.
Sofroniy Vrachanskiy N 35
Sophia, Bulgaria, Zip 1303
Re: Alazzio Entertainment Corp.
Registration Statement on Form S-1
Filed May 30, 2014
File No. 333-196409
Dear Celeste M. Murphy;
In response to your letter dated June 26, 2014 which included comments
regarding our registration statement, we have prepared the following responses:
PROSPECTUS COVER PAGE
1. We note your disclosure that there is no minimum amount that must be raised
in this offering. Please expand your disclosure to state that investors may
be in a position where they have invested in a company without sufficient
capital to execute on its business plan. Also provide a table showing the
price per share and net proceeds you may receive if you sell 10%, 50% and
100% of the shares being offered. Refer to Item 501(b)(3) of Regulation
S-K.
Respond: We have expanded our discussion, and added requested information
2. You disclose on the cover page that you may terminate the offering sooner
than 1 year in the discretion of your sole director. Please disclose under
what circumstances you would terminate the offering early.
Respond: We have disclose under what circumstances we would terminate the
offering early.
SUMMARY INFORMATION
3. Please provide a brief description of your business plan addressing the
time frame for implementation, steps involved, estimated costs and any
material obstacles involved before you can implement your business plan.
Respond: We have added requested information
4. Disclose the minimum amount of proceeds you need to fund your business plan
and to meet your reporting requirements. Discuss what will happen in the
event that you do not raise that amount. Discuss with specificity what each
level of funding will accomplish in advancing your operations and business
plan. Throughout the prospectus, focus the discussion of your planned
business on the objectives you can reasonably attain with your limited
resources and various levels of net proceeds you may receive from the
offering. Provide a detailed discussion of these matters in your
Management's Discussion and Analysis section based upon the sale of 25%,
50% and 75% of the shares being offered.
Respond: We have added requested information.
5. Disclose whether the company, the company's officers and directors, any
company promoters, or any of their affiliates intend for the company, once
it is reporting, to be used as a vehicle for a private company to become a
reporting company.
Respond: We have disclosed requested information.
RISK FACTORS, PAGE 5
6. We note your disclosure on page 5 that investors may not be able to rely on
the resale exemption of Rule 144. Please explain why the inability to
resell the securities may result in a total loss of investment.
Respond: We have explained why the inability to resell the securities may result
in a total loss of investment.
7. We note your disclosure on page 8 that if you raise the price of your
service some customers may not be willing or able to pay the increased
prices. Please explain what is meant by this risk factor since you state in
various places throughout the registration statement that you have no
customers and have not begun operations to date.
Respond: We have updated our statement.
8. In your risk factor you state that you operate in a highly competitive
environment and you competition includes small and midsize companies.
Please identify the companies you compete against in the appropriate
section of your business description.
Respond: I have identified companies we compete against in the appropriate
section of our business description.
9. We note your risk factor on page 9 which indicates that investors may not
be entitled to the bankruptcy law protections of the United States. Please
clarify how you reached this conclusion since your incorporation is in
Nevada and you have an agent for service of process in the United States
subjecting you to jurisdiction.
Respond: We have clarify out statement.
10. We note your risk factor on page 11 regarding Section 404 of the
Sarbanes-Oxley Act of 2002. Please clarify what regulatory approval your
business requires and what intellectual property you need to protect.
Respond: We have clarify out statement.
USE OF PROCEEDS, PAGE 12
11. Please provide narrative disclosure of what your proposed use of proceeds
at each offering level will accomplish and whether you will need additional
funding to accomplish any purpose.
Respond: We have added the3 disclosure.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION, PAGE 14
12. Substantially revise this section to provide all of the material
information required by Item 303 of Regulation S-K.
Respond: We have substantially revised this section.
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LIQUIDITY AND CAPITAL RESOURCES, PAGE 22
13. We note your disclosure on page 23 that your operations are "highly
dependent upon the success of the private offerings of equity or debt, as
described herein." Please clarify what is meant by this disclosure as there
are no private offerings discussed in your filing.
Respond: We have clarified our statement.
DIRECTORS, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSONS PAGE 27
14. We note your disclosure on page 27 that Mr. Kapsamun will be devoting
approximately 50% of his time to the company. However on page 16 of the
prospectus you state that Mr. Kapsamun will spend 30% of his time on the
company. Additionally, we note on pages 3 and 29 that Mr. Kapsamun will
spend 20 hours a week on the company. Please revise your disclosure so it
is consistent throughout the filing.
Respond: Statement has been revised.
Sincerely,
/s/ Dmitri Kapsamun -- President
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Dmitri Kapsamun
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