THE O'NEAL LAW FIRM, P.C.
17100 East Shea Boulevard
Suite 400-D
Fountain Hills, Arizona 85268
(480) 812-5058 (Tel)
(480) 816-9241 (Fax)
April 17, 2006
H. Christopher Owings
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Fuego Entertainment, Inc.
Registration Statement on Form SB-2 (Amendment 8)
File No. 333-127612
Filed August 19, 2005
Dear Mr. Owings:
We are writing in response to your comment letter dated April 14, 2006 in
connection with the above-referenced filing. The numbered responses below
correspond to your numbered comments.
1. Please be advised that the website cited in your comment No. 1
erroneously cited Fuego as the licensee. While Mr. Cancio is involved
in this project, Fuego has no involvement whatsoever.
2. Fuego has no relationship with Juan Pablos Santos.
3. We have included this disclosure as requested.
4. There are no limitations with respect to the Royalty Agreement. No
official decision has been made whether this show will ever happen.
The producer of the Havana Night Show has not decided whether or not
to present the show in Puerto Rico, therefore no producer/promoter has
been chosen. At this point Viashow is exploring the possibility of
bringing the show to Puerto Rico and Mr. Cancio is assisting in that
process by collaborating with his know how and experience in the
musical tour arena. Because Mr. Cancio is assisting Viashow in this
preliminary process and decision making, if and when this show is to
take place, Fuego Entertainment for its collaboration and
participation will receive 20% of the net revenues generated by the
show in Puerto Rico. No additional investment will be required of
Fuego Entertainment.
5. There is absolutely no business or personal relationship between Mr.
Cancio/ Fuego Entertainment and Mr. Casavant related to the Five City
Tour or any other business. Mr. Casavant was invited to invest in the
Five City Tour by the Producer of the show. Mr. Casavant thru his
trust invested in the tour, however this does not imply the existence
of a relationship between Mr. Cancio, Fuego Entertainment and Mr.
Cassavant.
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6. The fact that the parties are collectively referred as the "investor"
is due to the legal language chosen by Viashow's attorney who drafted
the agreement. This does not imply that the parties invested
collectively or invested an equal amount of money. While Fuego has
made a monetary investment, Fuego's real investment for which it is
receiving 20% royalty was based on the fact that Mr. Cancio happens to
be Cuban and a producer and promoter of Cuban acts. Mr. Cancio
assisted in the preparation, pre-production of the tour, specifically
in the presentation of the Miami show, which happens to be the city
where Mr. Cancio resides and has produced most of his events.
7. There is no liability as the full amount of the investment of $1.5
million was paid in full prior to signing the agreement and the
presentation of the first Miami show.
8. The Royalty Agreement has been re-filed with Exhibit A attached.
9. The website has been taken down to be revised to reflect the current
situation as disclosed in our response to prior comment No. 12.
10. We believe that we are within the 135 day time frame set forth in Item
310(g) of Regulation S-B and updated financial statements are not yet
required as of the date of this filing.
11. Certain portions of episodes involving Mr. Pulliccino will, in fact,
be used in the final production version. Further, the production costs
associated with the portions of the episodes not to be used are
approximately $1,800 which is immaterial and does not require
adjustment. We ask that you reconsider this comment in light of this
response.
12. We have revised the undertakings as required by Item 512, however, we
note that you cite Item (a)(4), which appears to only apply to a
foreign private issuer, and Item 512(e), which applies to those
issuers that are incorporating by reference annual and/or quarterly
reports into the registration statement. Neither of these cited Items
appear to apply to this filing. Please advise if we are
misunderstanding these provisions of the referenced Item.
13. We have revised accordingly.
Please do not hesitate to contact us if you have any further questions.
Very truly yours,
/s/ William D. O'Neal
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William D. O'Neal
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