AP EVENT INC.
Husovo namesti 7,
Okres Praha - Zapad,
Czech Republic 25301
Tel. 702-970-3370
October 7, 2015
Mr. Ryan Adams
United States
Securities and Exchange Commission
Division of Corporate Finance
Washington, DC 20549
Re: AP Event Inc.
Registration Statement on Form S-1
Filed September 3, 2015
File No. 333-206745
Dear Mr. Adams,
AP Event Inc. (the "Company") herewith files with the Securities and
Exchange Commission (the "Commission") amendment number 1 to the registration
statement on Form S-1 (the "Registration Statement") in response to the
Commission's comments, dated September 30, 2015 (the "Comment Letter"), with
reference to the Company's registration statement on Form S-1 filed with the
Commission on September 3, 2015.
In addition to the Amended Registration Statement, the Company
supplementally responds to all the Commission's comments as follows (the term
"our" or "we" as used herein refers to the Company):
GENERAL
1. Please provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on
your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.
RESPONSE: We acknowledges yours comment and respectfully submit that we have not
provided, nor have authorized anyone to provide, written communications, as
defined in Rule 405 under the Securities Act, to potential investors in reliance
on Section 5(d) of the Securities Act.
2. Based on the information provided in your filing, it appears that you are a
shell company as defined in Rule 405 under the Securities Act. We note that you
have minimal assets, no revenues to date and appear to have no or nominal
operations. Please disclose that you are a shell company and caution investors
as to the highly illiquid nature of an investment in the company's shares.
Throughout the prospectus discuss the restrictions imposed on such companies,
including the unavailability of Rule 144 of the Securities Act of 1933 for
resales of restricted securities. Alternatively, please provide us with detailed
facts and analysis demonstrating that you are not a shell company.
RESPONSE: We do not believe that AP Event Inc. is a "shell company" as defined
in Securities Act Rule 405 of Regulation C under the Securities Act, as amended.
Rule 405 of Regulation C defines a "shell company" as a registrant that has: (1)
no or nominal operations; and (2) either (i) no or nominal assets; assets
consisting solely of cash and cash equivalents; or (iii) assets consisting of
any amount of cash and cash equivalents and nominal other assets.
Specifically, we do not believe that AP Event Inc. can be classified as having
"no or nominal operations". Our management has specific knowledge and background
experience in our line of business as stated in the S-1. From inception, AP
Event Inc. devoted a significant amount of time to the development of its
business. In furtherance of the planned business, AP Event Inc. investigated the
market demand for tour agencies providing individual and group leisure tours to
large music festivals. Additionally, we have started to negotiate agreements
with potential customers and have already signed the first agreement with
Dnihlujis A Partneri on August 19, 2015 and were prepaid $3,000 according to
agreement. We do not believe that such activities and the various other
activities we have undertaken in the furtherance of our planned business can be
classified as having "no or nominal operations".
PROSPECTUS SUMMARY, PAGE 3
3. We note your disclosure on the cover page that your auditor has issued a
going concern opinion and your disclosure here that you do not currently have
any arrangements for additional financing. Please revise to disclose your cash
on hand as of the most recent practicable date, your monthly post-offering "burn
rate" and the month you will run out of funds without additional capital. Please
also update your cash on hand with any subsequent amendment, as applicable.
RESPONSE: We have revised to disclose our cash on hand as of the most recent
practicable date, our monthly post-offering "burn rate" and the month we will
run out of funds without additional capital. We have also updated our cash on
hand in the amendment #1 to the S-1 registration statement and we will update
this information in all amendments in the future, as applicable.
RISK FACTORS, PAGE 5
RISKS RELATED TO OUR BUSINESS, PAGE 5
WE ARE IN A COMPETITIVE MARKET, PAGE 7
4. Please also briefly address that travelers are able to plan and book their
own trips, without using a travel agency.
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RESPONSE: We have briefly addressed that travelers are able to plan and book
their own trips, without using a travel agency.
BECAUSE OUR SOLE OFFICER AND DIRECTOR WILL OWN, PAGE 8
5. Please also include the risk that your sole officer and director may be able
to influence the authorization of additional stock, if applicable.
RESPONSE: We have included the risk that our sole officer and director may be
able to influence the authorization of additional stock
MANAGEMENT'S DISCUSSION AND ANALYSIS, PAGE 14
PLAN OF OPERATION, PAGE 16
OFFICE, PAGE 16
6. Please clarify what you mean by being able to purchase additional equipment
with "advanced features" or more "advanced equipment." Please briefly explain
the advanced features that you anticipate this equipment will have.
RESPONSE: We have clarified what we mean by being able to purchase additional
equipment with "advanced features" or more "advanced equipment." We have briefly
explained the advanced features that we anticipate the equipment will have.
SALESPERSON, PAGE 17
7. We note the disclosure relating to hiring a salesperson during the time frame
of 6 to 12 months. Please clarify what is meant by the range of $10,000 to
$30,000 for a salesperson. For instance, explain if you will hire more people if
you raise the full amount or if you anticipate that one person may work less
hours if the full amount is not raised.
RESPONSE: We have clarified what we meant by the range of $10,000 to $30,000 for
a salesperson. We have explained in the paragraph that we will hire more than
one salesperson in case 75% and 100% of the shares sold.
DESCRIPTION OF BUSINESS, PAGE 19
8. Please briefly explain what you have done so far in regards to getting your
business started and the time frames involved for what you have done so far. In
this regard, we note your disclosure in the Management's Discussion and Analysis
section on page 18 that you have recently started operations. Please reconcile
this with your disclosure on the cover page that you "do not have sufficient
capital to commence operations." Please clarify throughout as to what stage of
operations the company is.
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RESPONSE: We have explained what we have done so far in regards to getting our
business started and the time frames involved for what we have done so far. We
have changed our disclosure on the cover page that "we do not have sufficient
capital to commence operations" to "we do not have sufficient capital for
operations". We have reconciled our business activity to date to our disclosure
that we do not have sufficient capital to commence operations. We have clarified
throughout as to what stage of operations the company is.
9. We note your disclosure that your goal is to arrange tours for European
citizens around Europe. Please clarify if you have selected a city or region to
begin your sales. If not, please make that clear.
RESPONSE: We have clarified the countries where we plan to begin your sales.
10. We note your reference on page 20 to "the price of transfer." Please revise
to explain what this term means, as this will help investors determine how you
expect to generate profit.
RESPONSE: We have revised to explain what "the price of transfer." means.
REVENUE, PAGE 21
11. Please revise this section to describe in greater detail how you will
generate revenues. For example, disclose whether you have determined a premium
you expect to charge over the fixed costs of your tickets.
RESPONSE: We have revised to describe in greater detail how we will generate
revenues.
PLAN OF DISTRIBUTION, PAGE 26
12. Please explain to us why you have included the conditions of both paragraphs
(a)(4)(ii) and (a)(4)(iii) of Rule 3a4-1 under the Exchange Act of 1934.
RESPONSE: In response to this comment we have deleted the conditions of the
(a)(4)(iii) paragraph of Rule 3a4-1 under the Exchange Act of 1934.
ITEM 16. EXHIBITS, PAGE II-2
13. Please file the subscription agreement for the offering as an exhibit.
RESPONSE: We have filed the form of subscription agreement for the offering as
an Exhibit 99.1.
Please direct any further comments or questions you may have to the company at
savdengroup@yandex.com
Thank you.
Sincerely,
/s/ August Petrov
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August Petrov, President
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