Your Event, Inc.
7065 W. Ann Road, #130-110
Las Vegas, Nevada 89130
March 3, 2008
VIA EDGAR TRANSMISSION
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Mail Stop 3561
U. S. Securities and Exchange Commission
Division of Corporate Finance
100 F. Street N.E.
Washington, DC 20549
Attention: Blair Petrillo, Esq.
Attorney-Advisor
Re: Your Event, Inc.
Registration Statement on Form SB-2
Filed January 18, 2008
File No. 333-148739
Dear Ms. Petrillo:
On behalf of Your Event, Inc. (the "Company), this letter responds to your
February 14, 2008 comment letter, concerning our Registration Statement.
A marked copy of our revisions to the Registration Statement is enclosed for
your reference. For your convenience, each of your comments has been
reproduced below, followed by the Company's response to such comment.
General
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1. Please be advised that the Commission recently adopted amendments to the
reporting obligations of small business issuers. The amendments created
a new category of issuer defined as a "smaller reporting company," which
generally includes any company with either less than $75 million in
public float, or if public float cannot be calculated, less than $50
million in revenue for the last fiscal year. See SEC Release No. 33-8876
(December 19, 2007) available at www.sec.gov. As a result of the
amendments and the creation of the "smaller reporting company,"
registration statements for small business issuers, including Form SB-2,
have been removed as of February 4, 2008. Accordingly, any amendments to
the Form SB-2 filed by Your Event, Inc. on January 18, 2008 will need to
be filed on Forms S-1 or S-3, as applicable. Until August 4, 2008, you
may continue to present disclosure in the current SB-2 format or you may
use the scaled disclosure requirements in Regulation S-K.
Response: We appreciate the advisory, and we shall file our amended document
on Form S-1, further, we will continue to present disclosure in the current
SB-2 format until August 4, 2008.
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2. Please revise the registration statement throughout to remove
inconsistent information and typographical errors. For example, the
capitalization table on page 15 and the index to the financial statements
on page 46 refer to November 30, 2006 when it appears each page should
refer to November 30, 2007. In addition, in the second full paragraph on
page 38, you refer to the offering price of the shares as $0.001 when it
appears it should be $0.005. Please note that these are only examples.
Please review the document carefully and revise throughout.
Response: We have revised the registration statement to remove inconsistent
information and typographical errors. Thank you for bringing this to our
attention.
Prospectus Cover Page
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3. Please revise the last sentence of the first full paragraph as it relates
to the shares to be sold by the selling shareholders to reflect that the
shares will be sold at a price of $.005 per share until such time the
shares may be quoted on the OTC Bulletin Board and thereafter at
prevailing market prices or privately negotiated prices. Please make a
similar revision to the disclosure on page two of the prospectus under
the sub-heading "Shares being offered; Offering Price." In this regard,
revise your reference in the fourth paragraph, "After we close our
4,000,000 maximum, 1,000,000 minimum share offering..." to make that
statement conditional since you do not have assurance of achieving the
minimum.
Response: We respectfully note the Staff's comment. We have revised the
registration statement accordingly.
Description of Business, page 20
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4. Please revise your registration statement to include a more detailed
description of your business, pursuant to Item 101 of Regulation S-B.
For example, your proposed business plan is broad. Please clarify, for
example, the steps you will need to undertake in order to execute your
marketing and business strategies. Likewise, in "Management's Discussion
and Analysis or Plan of Operation" on page 27, please provide a more
complete discussion of your plan of operation, pursuant to Item 303(a) of
Regulation S-B. Provide a timeline of your expected development and your
anticipated capital expenditures. In this regard, you indicate on page
21 that you need to raise an additional $200,000 to obtain space, hire
and train staff and market your services yet in the 2nd following
paragraph you indicate that an additional $8,000 from this offering is
sufficient for the next 12 months. Please substantially revise your
description to indicate in the necessary detail how you intend to develop
and operate the business.
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Response: We respectfully note the Staff's comment. We have revised our
registration statement to include a more detailed description of our
business. We have also provided a timeline of our expected development and
our anticipated capital expenditures. We added disclosure on how we intend
to develop and operate our business.
5. If you are unable to provide a detailed business plan, please provide us
with your analysis as to why you should not be deemed a blank-check
issuer or revise your disclosure throughout your registration statement
to comply with Rule 419 of Regulation C. Regardless, include a
statement, if true, that Ms. Montgomery has no plans or intentions to
merge the company with an operating company.
Response: We have provided a more detailed business. Further, we have added
the disclosure that Ms. Montgomery has no plans or intentions to merge the
company with an operating company.
Executive Compensation, page 30
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6. Please clarify, if true, that Ms. Montgomery paid for the 8,200,000
shares that she received in cash indicating the amount paid and that the
shares were not issued as compensation for services.
Response: We have revised the registration statement to stated that "Marilyn
Montgomery, our president, chief executive officer, chief financial officer,
secretary and a director, was issued 8,200,000 shares in October 2007 for
$8,200 cash. These founder's shares were purchased by Ms. Montgomery, and
were not issued as compensation for services."
Escrowed shares of founder/promoter, page 33
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7. Please file as an exhibit to the registration statement the agreement
pursuant to which Ms. Montgomery has agreed not to sell her shares unless
certain conditions have been met.
Response: We have filed as an exhibit the agreement to which Ms. Montgomery
has agreed not to sell her shares based on certain conditions being met.
Undertakings, page II-3
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8. It appears that you will be relying on Rule 430C under the Securities Act
of 1933. We note that you have provided the undertaking related to
offerings relying on Rule 430A. Please replace this undertaking with the
undertaking required by Item 512(g)(2) of Regulation S-B.
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Response: We respectfully note the Staff's comment. We have replaced the
Rule 430A undertaking with the undertaking required by Item 512(g)(2) of
Regulation S-B.
We want to thank you for your assistance in our compliance with the
applicable disclosure requirements. We appreciate your helpfulness.
Respectfully yours,
Your Event, Inc.
By: /s/ Marilyn Montgomery
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Marilyn Montgomery
Chief Executive Officer
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