AP EVENT INC.
Husovo namesti 7,
Okres Praha - Zapad,
Czech Republic 25301
Tel. 702-970-3370
October 23, 2015
Mr. Ryan Adams
United States
Securities and Exchange Commission
Division of Corporate Finance
Washington, DC 20549
Re: AP Event Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 7, 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 2 to the registration
statement on Form S-1 (the "Registration Statement") in response to the
Commission's comments, dated October 19, 2015 (the "Comment Letter"), with
reference to the Company's amendment number 1 to the registration statement on
Form S-1 filed with the Commission on October 7, 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. Based on the information you have provided in the filing, it appears that you
are a shell company as defined in Rule 405 under the Securities Act. We do note
your response to our prior comment 2 that you "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." Also, we note the date of the musical performance for that
agreement has passed. However, we continue to note that you have minimal assets
and nominal operations. In this regard, we also note your response to our prior
comment 8 that you "do not have sufficient capital to commence operations."
Please also reconcile your response to our prior comment 2 with your disclosure
on page 15 that you have generated "no revenue to date" and that "no revenues
are anticipated until we complete our initial business development," and your
disclosure on page 18 that "[n]o substantial revenues are anticipated until we
have completed the financing from this offering and implemented our plan of
operations."
RESPONSE: We note your argument to our prior response and respectfully disagree
that activities that the registrant has undertaken in the furtherance of its
planned business can be classified as nominal operations. We do not believe that
the registrant is a "shell company" as described under Rule 405 of Regulation C
under the Securities Act of 1933, as amended. Based on our representations and
the disclosure in the registration statement, management is of the opinion that
the registrant would not be deemed as a shell company, for the following
reasons:
1. Since inception, the registrant's management has devoted a significant amount
of time to the development of the business plan, research into the potential
market, raising of capital, finding its customers and conclusion of agreements
with them.
2. Since inception, the registrant has actively pursued its business plan, which
is inconsistent with the business plan of a shell company. As described in the
registration statement, the registrant operates business in of travel agency
providing concert tours. The registrant does not intend to solely engage in any
activities, which would be consistent with the business plan of a shell company.
3. Our Sole officer and director has specific background experience in our line
of business as stated in the S-1.
4. On August 19, 2015 we have signed the Agreement with "Dnihlujis A Partneri"
and as a result of this agreement we have generated $3,000 of revenue as stated
in our unaudited financial statement for the period from October 16, 2014
(Inception) to September 30, 2015. We are in the process of negotiating new
contracts.
5. On October 22, 2015 we have signed the second Agreement with "Myzedtorg,
SRO".
6. We have already started operations and continue to develop our business and
our assets consist not only of cash.
7. We have organized our first concert tour according to the agreement with
"Dnihlujis A Partneri" therefore we have tested our business model. Our
management continues to move forward with the business plan and recognize the
business model as effective.
The Registrant does not believe that such activities and the various other
activities it has undertaken in the furtherance of its planned business that it
can be classified as "shell company".
We have also exclude the statements that "we do not have sufficient capital to
commence operations", that we have generated "no revenue to date" and that "no
substantial revenues are anticipated until we have completed the financing from
this offering and implemented our plan of operations."
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Description of Business, page 19
2. We note your disclosure on page 19 that you "keep in mind bringing American
citizens to mentioned tours . . . [and] might attract European tourists to the
most important music events on the territory of the USA," and on page 20 that
you "might plan a music event of our own" and "might invite various music world
stars to perform alongside local amateur bands" and that such projects "might
demand a detailed business plan of its own, but we intend to incorporate it in
our services later on." Please remove these and any similar references to
speculative plans for which you currently have no business plan or briefly
expand to explain the steps, timeline and financing needed for these plans.
RESPONSE: We have removed the mentioned statements and any similar to
speculative plans for which we currently have no business plan.
Plan of Distribution, page 25
3. We note your response to our prior comment 12 and reissue in part. Please
remove the following reference: "Under Paragraph 3a4-1(a)(4)(iii), our sole
officer and director must restricts his participation to any one or more of the
following activities:"
RESPONSE: We have removed the reference to the Paragraph 3a4-1(a)(4)(iii).
Consent of Independent Registered Accountant
4. Please include a currently dated consent of your independent registered
accountant in an amendment to your Form S-1 registration statement.
RESPONSE: We have included a currently dated consent from our independent
registered accountant in the amendment number 2 to our Form S-1 registration
statement.
Exhibit 99.1
5. Please refer to the first paragraph. Please remove the reference to the
purchaser of the securities acknowledging that he has read the prospectus.
RESPONSE: We have removed the reference to the purchaser of the securities
acknowledging that he has read the prospectus.
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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