Attached files
As filed with the Securities and Exchange Commission on November 24, 2015
Registration No. 333-206745
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
AMENDMENT #3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AP EVENT INC.
(Exact name of registrant as specified in its charter)
Nevada 38-3944821 4724
(State or Other Jurisdiction (IRS Employer (Primary Standard Industrial
of Incorporation or Organization) Identification Number) Classification Code Number)
Husovo namesti 7,
Okres Praha - Zapad,
Czech Republic 25301
Tel. 702-970-3370
Email: apeventinc@yandex.com
(Address and telephone number of principal executive offices)
Incorp Services, Inc.
2360 Corporate Circle, Ste. 400
Henderson, Nevada 89074-7722
Tel. (702) 866-2500
Fax. (702) 866-2689
(Name, address and telephone number of agent for service)
COPIES TO:
Joseph L. Pittera
Law Offices of Joseph L. Pittera
1308 Sartori Avenue, Suite 109
Torrance, California 90501
Tel (310) 328-3588, Fax (310) 328-3063
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box: [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this form is a post-effective registration statement filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
If this form is a post-effective registration statement filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share Price Fee
--------------------------------------------------------------------------------
Common Stock 5,000,000 $0.02 $100,000 $11.62
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(1) In the event of a stock split, stock dividend or similar transaction
involving our common stock, the number of shares registered shall
automatically be increased to cover the additional shares of common stock
issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) of the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
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PROSPECTUS
THE INFORMATION IN THIS PROSPECTUS MAY BE CHANGED. THESE SECURITIES MAY NOT BE
SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO MINIMUM PURCHASE
REQUIREMENT FOR THE OFFERING TO PROCEED.
AP EVENT INC.
5,000,000 SHARES OF COMMON STOCK
$0.02 PER SHARE
This is the initial offering of common stock of AP Event Inc. and no public
market currently exists for the securities being offered. We are registering for
sale a total of 5,000,000 shares of common stock at a fixed price of $0.02 per
share to the general public in best efforts offering. We estimate our total
offering registration costs to be approximately $8,000. There is no minimum
number of shares that must be sold by us for the offering to proceed, and we
will retain the proceeds from the sale of any of the offered shares. The
offering is being conducted on a self-underwritten, best efforts basis, which
means our President, August Petrov, will attempt to sell the shares. We are
making this offering without the involvement of underwriters or broker-dealers.
This Prospectus will permit our President to sell the shares directly to the
public, with no commission or other remuneration payable to him for any shares
he may sell. Mr. Petrov will sell all the shares registered herein. In offering
the securities on our behalf, he will rely on the safe harbor from broker-dealer
registration set out in Rule 3a4-1 under the Securities and Exchange Act of
1934. The shares will be offered at a fixed price of $0.02 per share for a
period of one hundred and eighty (180) days from the effective date of this
prospectus. The offering shall terminate on the earlier of (i) when the offering
period ends (180 days from the effective date of this prospectus), (ii) the date
when the sale of all 5,000,000 shares is completed, (iii) when the Board of
Directors decides that it is in the best interest of the Company to terminate
the offering prior the completion of the sale of all 5,000,000 shares registered
under the Registration Statement of which this Prospectus is part.
AP Event Inc. is a development stage company and has recently started its
operations. To date we have been involved primarily in organizational
activities. Any investment in the shares offered herein involves a high degree
of risk. You should only purchase shares if you can afford the loss of your
investment. Our independent registered public accountant has issued an audit
opinion which includes a statement expressing substantial doubt as to our
ability to continue as a going concern.
There has been no market for our securities and a public market may never
develop, or, if any market does develop, it may not be sustained. Our common
stock is not traded on any exchange or on the over-the-counter market. After the
effective date of the registration statement relating to this prospectus, we
hope to have a market maker file an application with the Financial Industry
Regulatory Authority ("FINRA") for our common stock to be eligible for trading
on the Over-the-Counter Bulletin Board. To be eligible for quotation, issuers
must remain current in their quarterly and annual filings with the SEC. If we
are not able to pay the expenses associated with our reporting obligations we
will not be able to apply for quotation on the OTC Bulletin Board. We do not yet
have a market maker who has agreed to file such application. There can be no
assurance that our common stock will ever be quoted on a stock exchange or a
quotation service or that any market for our stock will develop.
We are an "emerging growth company" as defined in the Jumpstart Our Business
Startups Act ("JOBS Act").
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS
PROSPECTUS ENTITLED "RISK FACTORS" ON PAGES 5 THROUGH 12 BEFORE BUYING ANY
SHARES OF AP EVENT INC.'S COMMON STOCK.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED __________, 2015
TABLE OF CONTENTS
PROSPECTUS SUMMARY 3
RISK FACTORS 5
FORWARD-LOOKING STATEMENTS 12
USE OF PROCEEDS 12
DETERMINATION OF OFFERING PRICE 13
DILUTION 13
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS 14
DESCRIPTION OF BUSINESS 19
LEGAL PROCEEDINGS 22
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 22
EXECUTIVE COMPENSATION 24
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 25
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 25
PLAN OF DISTRIBUTION 26
DESCRIPTION OF SECURITIES 28
INDEMNIFICATION 28
INTERESTS OF NAMED EXPERTS AND COUNSEL 29
EXPERTS 29
LEGAL MATTERS 29
AVAILABLE INFORMATION 29
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 29
INDEX TO THE FINANCIAL STATEMENTS 30
WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY
INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD
NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO
SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS
UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE
COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
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PROSPECTUS SUMMARY
AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,"
"OUR," AND "AP EVENT INC." REFERS TO AP EVENT INC. THE FOLLOWING SUMMARY DOES
NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ
THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR
COMMON STOCK.
AP EVENT INC.
AP Event Inc. was incorporated in Nevada on October 16, 2014. We are development
stage company and intend to commence operations in the business of travel
agency. We plant to establish a tour agency intending to provide individual and
group leisure tours to large music festivals, or to concerts of particular
popular music bands, both combined with excursions around local areas. Our
primary services are going to be as follows: delivering a touristic service to
broad public, aimed mostly at young people due to it's being specific. Services
and products provided by our company may include custom packages according to
clients' specifications and travel consultation.
We intend to use the net proceeds from this offering to develop our business
operations (See "Description of Business" and "Use of Proceeds"). To implement
our plan of operations we require a minimum of $42,000 for the next twelve
months as described in our Plan of Operations. There is no assurance that we
will generate significant revenue in the first 12 months after completion our
offering or ever generate significant revenue.
Being a development stage company, we have very limited operating history. If we
do not generate sufficient revenue we may need a minimum of $10,000 of
additional funding to pay for ongoing SEC filing requirements. We do not
currently have any arrangements for additional financing. Our principal
executive offices are located at Husovo namesti 7, Okres Praha - Zapad, Czech
Republic 25301. Our phone number is 702-970-3370.
From inception (October 16, 2014) until the date of this filing, we have had
limited operating activities. Our financial statements from inception (October
16, 2014) through September 30, 2015, reports $3,000 of revenue and an
accumulated deficit of 2,616. As of October 23, 2015 we have cash reserves of
approximately $3,321. The current rate at which we use funds in our operations
is approximately $833 a month. The minimum period of time we will be able to
conduct planned operations using currently-available capital resources is
approximately four months. Our independent registered public accounting firm has
issued an audit opinion for AP Event Inc., which includes a statement expressing
substantial doubt as to our ability to continue as a going concern. To date, we
have established our Company, developed our business plan, developed
business-model of our travel agency and have been looking for the potential
clients. On August 19, 2015 we have signed the Service Agreement with Dnihlujis
A Partneri. As a result of this agreement, we have received $3,000 of revenue.
On October 22, 2015 we have signed the second Service Agreement with "Myzedtorg,
SRO".
As of the date of this prospectus, there is no public trading market for our
common stock and no assurance that a trading market for our securities will ever
develop.
Proceeds from this offering are required for us to proceed with your business
plan over the next twelve months. We require minimum funding of approximately
$42,000 to conduct our proposed operations and pay all expenses for a minimum
period of one year including expenses associated with this offering and
maintaining a reporting status with the SEC. If we are unable to obtain minimum
funding of approximately $42,000, our business may fail. Since we are presently
in the development stage of our business, we can provide no assurance that we
will successfully sell any products or services related to our planned
activities.
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THE OFFERING
The Issuer: AP Event Inc.
Securities Being Offered: 5,000,000 shares of common stock.
Price Per Share: $0.02
Duration of the Offering: The shares will be offered for a period of one
hundred and eighty (180) days from the effective
date of this prospectus. The offering shall
terminate on the earlier of (i) when the offering
period ends (180 days from the effective date of
this prospectus), (ii) the date when the sale of
all 5,000,000 shares is completed, (iii) when the
Board of Directors decides that it is in the best
interest of the Company to terminate the offering
prior the completion of the sale of all 5,000,000
shares registered under the Registration Statement
of which this Prospectus is part.
Gross Proceeds: If 50% of the shares sold - $50,000
If 75% of the shares sold - $75,000
If 100% of the shares sold - $100,000
Securities Issued and
Outstanding: There are 5,000,000 shares of common stock issued
and outstanding as of the date of this prospectus,
held by our sole officer and director, August
Petrov. If we are successful at selling all the
shares in this offering, we will have 10,000,000
shares issued and outstanding.
Subscriptions: All subscriptions once accepted by us are
irrevocable.
Registration Costs: We estimate our total offering registration costs
to be approximately $8,000.
Risk Factors: See "Risk Factors" and the other information in
this prospectus for a discussion of the factors
you should consider before deciding to invest in
shares of our common stock.
There is no assurance that we will raise the full $100,000 as anticipated and
there is no guarantee that we will receive any proceeds from the offering.
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SUMMARY FINANCIAL INFORMATION
The tables and information below are derived from our unaudited financial
statements for the period from October 16, 2014 (Inception) to September 30,
2015:
FINANCIAL SUMMARY
September 30, 2015 ($) June 30, 2015 ($)
---------------------- -----------------
(Unaudited) (Audited)
Cash 3,321 4,510
Total Assets 6,001 4,510
Total Liabilities 3,617 4,117
Total Stockholder's Equity 2,384 393
STATEMENT OF OPERATIONS
Accumulated From
October 16, 2014
(Inception) to
September 30, 2015 ($)
----------------------
(Unaudited)
Revenue 3,000
Total Expenses 5,616
Net Loss for the Period (2,616)
RISK FACTORS
AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS
PROSPECTUS BEFORE INVESTING IN OUR COMMON STOCK. IF ANY OF THE FOLLOWING RISKS
OCCUR, OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION COULD BE
SERIOUSLY HARMED. THE TRADING PRICE OF OUR COMMON STOCK, WHEN AND IF WE TRADE AT
A LATER DATE, COULD DECLINE DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL OR
PART OF YOUR INVESTMENT.
RISKS RELATED TO OUR BUSINESS
BECAUSE OUR AUDITORS HAVE RAISED A GOING CONCERN, THERE IS A SUBSTANTIAL
UNCERTAINTY THAT WE WILL CONTINUE OPERATIONS IN WHICH CASE YOU COULD LOSE YOUR
INVESTMENT.
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. The financial statements do not include any adjustments that
might result from the uncertainty about our ability to continue in business. As
such we may have to cease operations and you could lose your investment.
WE MAY CONTINUE TO LOSE MONEY, AND IF WE DO NOT ACHIEVE PROFITABILITY, WE MAY
NOT BE ABLE TO CONTINUE OUR BUSINESS.
We are company with limited operations, have incurred expenses and have losses.
In addition, we expect to continue to incur significant operating expenses. As a
result, we will need to generate significant revenues to achieve profitability,
which may not occur. We expect our operating expenses to increase as a result of
our planned expansion. Even if we do achieve profitability, we may be unable to
sustain or increase profitability on a quarterly or annual basis in the future.
We expect to have quarter-to-quarter fluctuations in revenues, expenses, losses
and cash flow, some of which could be significant. Results of operations will
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depend upon numerous factors, some beyond our control, including regulatory
actions, market acceptance of our products and services, new products and
service introductions, and competition.
WE ARE SOLELY DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING TO START
OUR BUSINESS, THE PROCEEDS OF WHICH MAY BE INSUFFICIENT TO ACHIEVE SUFFICIENT
REVENUES AND PROFITABLE OPERATIONS. WE MAY NEED TO OBTAIN ADDITIONAL FINANCING
WHICH MAY NOT BE AVAILABLE.
Our current operating funds are less than necessary to complete our intended
operations. We need the proceeds from this offering to start our operations as
described in the "Plan of Operation" section of this prospectus. As of September
30, 2015, we had cash in the amount of $3,321 and liabilities of $3,617. As of
this date, we have no income and just recently started our operation. The
proceeds of this offering may not be sufficient for us to achieve profitable
operations. We need additional funds to achieve a sustainable sales level where
ongoing operations can be funded out of revenues. There is no assurance that any
additional financing will be available or if available, on terms that will be
acceptable to us.
We require minimum funding of approximately $42,000 to conduct our proposed
operations for a period of one year. If we are not able to raise this amount, or
if we experience a shortage of funds prior to funding we may utilize funds from
August Petrov, our sole officer and director, who has informally agreed to
advance funds to allow us to pay for professional fees, including fees payable
in connection with the filing of this registration statement and operation
expenses. However, Mr. Petrov has no formal commitment, arrangement or legal
obligation to advance or loan funds to the company. After one year we may need
additional financing. If we do not generate sufficient revenue we may need a
minimum of $10,000 of additional funding to pay for ongoing SEC filing
requirements. We do not currently have any arrangements for additional
financing.
If we are successful in raising the funds from this offering, we plan to
commence activities to continue our operations. We cannot provide investors with
any assurance that we will be able to raise sufficient funds to continue our
business plan according to our plan of operations.
WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE COMMENCED LIMITED OPERATIONS IN OUR
BUSINESS. WE EXPECT TO INCUR SIGNIFICANT OPERATING LOSSES FOR THE FORESEEABLE
FUTURE.
We were incorporated on October 16, 2014 and to date have been involved
primarily in organizational activities. We have commenced limited business
operations. Accordingly, we have no way to evaluate the likelihood that our
business will be successful. Potential investors should be aware of the
difficulties normally encountered by new companies and the high rate of failure
of such enterprises. The likelihood of success must be considered in light of
the problems, expenses, difficulties, complications and delays encountered in
connection with the operations that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems relating to the
ability to generate sufficient cash flow to operate our business, and additional
costs and expenses that may exceed current estimates. We anticipate that we will
incur increased operating expenses without realizing substantial revenues. We
expect to incur significant losses into the foreseeable future. We recognize
that if the effectiveness of our business plan is not forthcoming, we will not
be able to continue business operations. There is no history upon which to base
any assumption as to the likelihood that we will prove successful, and it is
doubtful that we will generate any substantial revenues or ever achieve
profitable operations. If we are unsuccessful in addressing these risks, our
business will most likely fail.
WE HAVE LIMITED SALES AND MARKETING EXPERIENCE, WHICH INCREASES THE RISK THAT
OUR BUSINESS WILL FAIL.
6
We have no experience in the marketing of travel agencies specifically providing
individual and group tours to music festivals, and have only nominal sales and
marketing experience. Our future success will depend, among other factors, upon
whether our services can be sold at a profitable price and the extent to which
consumers acquire, adopt, and continue to use them. There can be no assurance
that our travel agency will gain wide acceptance in its targeted markets or that
we will be able to effectively market our services.
WE ARE IN A COMPETITIVE MARKET WHICH COULD IMPACT OUR ABILITY TO GAIN MARKET
SHARE WHICH COULD HARM OUR FINANCIAL PERFORMANCE.
The business of niche of travel agency is very competitive. Barriers to entry
are relatively low, and we face competitive pressures from companies anxious to
join this niche. There are a number of successful travel agencies operated by
proven companies that offer similar niche services, which may prevent us from
gaining enough market share to become successful. These competitors have
existing customers that may form a large part of our targeted client base, and
such clients may be hesitant to switch over from already established competitors
to our service. Moreover the travelers are able to plan and book their own trips
without using a travel agency as well. Some travelers prefer to plan and
organize trips on their own. If we cannot gain enough market share, our business
and our financial performance will be adversely affected.
SOME OF OUR COMPETITORS MAY BE ABLE TO USE THEIR FINANCIAL STRENGTH TO DOMINATE
THE MARKET, WHICH MAY AFFECT OUR ABILITY TO GENERATE REVENUES.
Some of our competitors may be much larger companies than us and very well
capitalized. They could choose to use their greater resources to finance their
continued participation and penetration of this market, which may impede our
ability to generate sufficient revenue to cover our costs. Their better
financial resources could allow them to significantly out spend us on research
and development, as well as marketing and production. We might not be able to
maintain our ability to compete in this circumstance.
WE CANNOT GUARANTEE FUTURE CUSTOMERS. EVEN IF WE OBTAIN CUSTOMERS, THERE IS NO
ASSURANCE THAT WE WILL BE ABLE TO GENERATE A PROFIT. IF THAT OCCURS WE WILL HAVE
TO CEASE OPERATIONS.
We have not identified any customers and we cannot guarantee that we will be
able to attract future customers. Even if we obtain new customers for our
service, there is no guarantee that we will make a profit. If we are unable to
attract enough customers to operate profitably, we will have to suspend or cease
operations.
BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, OUR MARKETING CAMPAIGN MAY
NOT BE ENOUGH TO ATTRACT SUFFICIENT NUMBER OF CUSTOMERS TO OPERATE PROFITABLY.
IF WE DO NOT MAKE A PROFIT, WE WILL SUSPEND OR CEASE OPERATIONS.
Due to the fact we are small and do not have much capital, we must limit our
marketing activities and may not be able to make our services known to potential
customers. Because we will be limiting our marketing activities, we may not be
able to attract enough customers to operate profitably. If we cannot operate
profitably, we may have to suspend or cease operations.
BECAUSE OUR SOLE OFFICER AND DIRECTOR WILL OWN MORE THAN 50% OF OUR OUTSTANDING
COMMON STOCK, HE WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE
DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.
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Mr. Petrov, our sole officer and director, will own more than 50% of the
outstanding shares of our common stock. Accordingly, he will have significant
influence in determining the outcome of all corporate transactions or other
matters, including the election of directors, mergers, consolidations and the
sale of all or substantially all of our assets, and also the power to prevent or
cause a change in control. Mr. Petrov may be able to influence the authorization
of additional stocks. The issuance of common stock may have the effect of
diluting the value of the shares held by our investors, and might have an
adverse effect on any trading market for our common stock. The interests of Mr.
Petrov may differ from the interests of the other stockholders and may result in
corporate decisions that are disadvantageous to other shareholders.
WE DEPEND TO A SIGNIFICANT EXTENT ON CERTAIN KEY PERSON, THE LOSS OF WHOM MAY
MATERIALLY AND ADVERSELY AFFECT OUR COMPANY.
Currently, we have only one employee who is also our sole officer and director.
We depend entirely on August Petrov for all of our operations. The loss of Mr.
Petrov would have a substantial negative effect on our company and may cause our
business to fail. Mr. Petrov has not been compensated for his services since our
incorporation, and it is highly unlikely that he will receive any compensation
unless and until we generate substantial revenues. There is intense competition
for skilled personnel and there can be no assurance that we will be able to
attract and retain qualified personnel on acceptable terms. The loss of Mr.
Petrov's services could prevent us from completing the development of our plan
of operation and our business. In the event of the loss of services of such
personnel, no assurance can be given that we will be able to obtain the services
of adequate replacement personnel.
We do not have any employment agreements or maintain key person life insurance
policies on our officer and director. We do not anticipate entering into
employment agreements with him or acquiring key man insurance in the foreseeable
future.
BECAUSE OUR SOLE OFFICER AND DIRECTOR WILL ONLY BE DEVOTING LIMITED TIME TO OUR
OPERATIONS, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN PERIODIC
INTERRUPTIONS OR SUSPENSIONS OF OPERATIONS. THIS ACTIVITY COULD PREVENT US FROM
ATTRACTING ENOUGH CUSTOMERS AND RESULT IN A LACK OF REVENUES WHICH MAY CAUSE US
TO CEASE OPERATIONS.
August Petrov, our sole officer and director will only be devoting limited time
to our operations. He will be devoting approximately 20 hours a week to our
operations. Because our sole office and director will only be devoting limited
time to our operations, our operations may be sporadic and occur at times which
are convenient to him. As a result, operations may be periodically interrupted
or suspended which could result in a lack of revenues and a possible cessation
of operations.
OUR SOLE OFFICER AND DIRECTOR HAS NO EXPERIENCE MANAGING A PUBLIC COMPANY WHICH
IS REQUIRED TO ESTABLISH AND MAINTAIN DISCLOSURE CONTROL AND PROCEDURES AND
INTERNAL CONTROL OVER FINANCIAL REPORTING.
We have never operated as a public company. August Petrov, our sole officer and
director has no experience managing a public company which is required to
establish and maintain disclosure controls and procedures and internal control
over financial reporting. As a result, we may not be able to operate
successfully as a public company, even if our operations are successful. We plan
to comply with all of the various rules and regulations, which are required for
a public company that is reporting company with the Securities and Exchange
Commission. However, if we cannot operate successfully as a public company, your
investment may be materially adversely affected.
8
OUR EXECUTIVE OFFICERS DO NOT RESIDE IN THE UNITED STATES. THE U.S. STOCKHOLDERS
WOULD FACE DIFFICULTY IN EFFECTING SERVICE OF PROCESS AGAINST OUR OFFICERS.
Our executive officers do not reside in the United States. The U.S. stockholders
would face difficulty in:
* effecting service of process within the United States on our officers;
* enforcing judgments obtained in U.S. courts based on the civil
liability provisions of the U.S. federal securities laws against the
officers;
* enforcing judgments of U.S. courts based on civil liability provisions
of the U.S. federal securities laws in foreign courts against our
officers; and
* bringing an original action in foreign courts to enforce liabilities
based on the U.S. federal securities laws against our officers.
WE ARE AN "EMERGING GROWTH COMPANY" UNDER THE JOBS ACT, AND WE CANNOT BE CERTAIN
IF THE REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES
WILL MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS.
We qualify as an "emerging growth company" under the JOBS Act. As a result, we
are permitted to, and intend to, rely on exemptions from certain disclosure
requirements. For so long as we are an emerging growth company, we will not be
required to:
- have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
- provide an auditor attestation with respect to management's report on
the effectiveness of our internal controls over financial reporting;
- comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
- submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
- disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the Chief Executive's compensation to median employee
compensation.
In addition, Section 107 of the JOBS Act also provides that an emerging growth
company can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting
standards. In other words, an emerging growth company can delay the adoption of
certain accounting standards until those standards would otherwise apply to
private companies. We have elected to take advantage of the benefits of this
extended transition period. Our financial statements may therefore not be
comparable to those of companies that comply with such new or revised accounting
standards.
We will remain an "emerging growth company" for up to five years, or until the
earliest of (i) the last day of the first fiscal year in which our total annual
gross revenues is $1 billion, (ii) the date that we become a "large accelerated
filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which
would occur if the market value of our ordinary shares that is held by
non-affiliates is $700 million as of the last business day of our most recently
completed second fiscal quarter or (iii) the date on which we have issued more
than $1 billion in non-convertible debt during the preceding three year period.
9
Until such time, however, we cannot predict if investors will find our common
stock less attractive because we may rely on these exemptions. If some investors
find our common stock less attractive as a result, there may be a less active
trading market for our common stock and our stock price may be more volatile.
RISKS ASSOCIATED WITH THIS OFFERING
BECAUSE THE OFFERING PRICE HAS BEEN ARBITRARILY SET BY THE COMPANY, YOU MAY NOT
REALIZE A RETURN ON YOUR INVESTMENT UPON RESALE OF YOUR SHARES.
The offering price and other terms and conditions relative to the Company's
shares have been arbitrarily determined by us and do not bear any relationship
to assets, earnings, book value or any other objective financial criteria.
Additionally, as the Company was formed on October 16, 2014, and has only a
limited operating history with no earnings, the price of the offered shares is
not based on its past earnings, and no investment banker, appraiser, or other
independent third party, has been consulted concerning the offering price for
the shares or the fairness of the offering price used for the shares, as such
our stockholders may not be able to receive a return on their investment when
they sell their shares of common stock.
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES.
This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell our shares
through our President, who will receive no commissions. There is no guarantee
that he will be able to sell any of the shares. Unless he is successful in
receiving the proceeds in the amount of $100,000 from this offering, we may have
to seek alternative financing to implement our business plan.
THE REGULATION OF PENNY STOCKS BY THE SEC AND FINRA MAY DISCOURAGE THE
TRADABILITY OF THE COMPANY'S SECURITIES.
The shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), and rules of the
Commission. The Exchange Act and such penny stock rules generally impose
additional sales practice and disclosure requirements on broker-dealers who sell
our securities to persons other than certain accredited investors who are,
generally, institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000
jointly with spouse), or in transactions not recommended by the broker-dealer.
For transactions covered by the penny stock rules, a broker dealer must make
certain mandated disclosures in penny stock transactions, including the actual
sale or purchase price and actual bid and offer quotations, the compensation to
be received by the broker-dealer and certain associated persons, and deliver
certain disclosures required by the Commission. Consequently, the penny stock
rules may make it difficult for you to resell any shares you may purchase, if at
all.
OUR PRESIDENT, MR. PETROV DOES NOT HAVE ANY PRIOR EXPERIENCE OFFERING AND
SELLING SECURITIES , AND OUR OFFERING DOES NOT REQUIRE A MIMIMUM AMOUNT TO BE
RAISED. AS A RESULT OF THIS WE MAY NOT BE ABLE TO RAISE ENOUGH FUNDS TO COMMENCE
AND SUSTAIN OUR BUSINESS AND INVESTORS MAY LOSE THEIR ENTIRE INVESTMENT.
Mr. Petrov does not have any experience conducting a securities offering.
Consequently, we may not be able to raise any funds successfully. Also, the best
effort offering does not require a minimum amount to be raised. If we are not
able to raise sufficient funds, we may not be able to fund our operations as
planned, and our business will suffer and your investment may be materially
adversely affected. Our inability to successfully conduct a best-effort offering
could be the basis of your losing your entire investment in us.
10
DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.
We are not registered on any market or public stock exchange. There is presently
no demand for our common stock and no public market exists for the shares being
offered in this prospectus. We plan to contact a market maker immediately
following the completion of the offering and apply to have the shares quoted on
the Over-the-Counter Bulletin Board ("OTCBB"). The OTCBB is a regulated
quotation service that displays real-time quotes, last sale prices and volume
information in over-the-counter securities. The OTCBB is not an issuer listing
service, market or exchange. Although the OTCBB does not have any listing
requirements, to be eligible for quotation on the OTCBB, issuers must remain
current in their filings with the SEC or applicable regulatory authority. If we
are not able to pay the expenses associated with our reporting obligations we
will not be able to apply for quotation on the OTC Bulletin Board. Market makers
are not permitted to begin quotation of a security whose issuer does not meet
this filing requirement. Securities already quoted on the OTCBB that become
delinquent in their required filings will be removed following a 30 to 60 day
grace period if they do not make their required filing during that time. We
cannot guarantee that our application will be accepted or approved and our stock
listed and quoted for sale. As of the date of this filing, there have been no
discussions or understandings between AP Event Inc. and anyone acting on our
behalf, with any market maker regarding participation in a future trading market
for our securities. If no market is ever developed for our common stock, it will
be difficult for you to sell any shares you purchase in this offering. In such a
case, you may find that you are unable to achieve any benefit from your
investment or liquidate your shares without considerable delay, if at all. In
addition, if we fail to have our common stock quoted on a public trading market,
your common stock will not have a quantifiable value and it may be difficult, if
not impossible, to ever resell your shares, resulting in an inability to realize
any value from your investment.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT SUFFICIENT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT
DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
The estimated cost of this registration statement is $8,000 which will be paid
from offering proceeds. If the offering proceeds are less than registration
cost, we will have to utilize funds from August Petrov, our sole officer and
director, who has verbally agreed to loan the company funds to complete the
registration process. Mr. Petrov's verbal agreement to provide us loans for
registration costs is non- binding and discretionary. After the effective date
of this prospectus, we will be required to file annual, quarterly and current
reports, or other information with the SEC as provided by the Securities
Exchange Act. We will voluntarily continue reporting in the absence of an SEC
reporting obligation. We plan to contact a market maker immediately following
the close of the offering and apply to have the shares quoted on the OTC
Electronic Bulletin Board. To be eligible for quotation, issuers must remain
current in their filings with the SEC. In order for us to remain in compliance
we will require future revenues to cover the cost of these filings, which could
comprise a substantial portion of our available cash resources. The costs
associated with being a publicly traded company in the next 12 month will be
approximately $10,000. If we are unable to generate sufficient revenues to
remain in compliance it may be difficult for you to resell any shares you may
purchase, if at all. Also, if we are not able to pay the expenses associated
with our reporting obligations we will not be able to apply for quotation on the
OTC Bulletin Board.
THE COMPANY'S INVESTORS MAY SUFFER FUTURE DILUTION DUE TO ISSUANCES OF SHARES
FOR VARIOUS CONSIDERATIONS IN THE FUTURE.
11
Our Articles of Incorporation authorizes the issuance of 75,000,000 shares of
common stock, par value $0.001 per share, of which 5,000,000 shares are
currently issued and outstanding. If we sell the 5,000,000 shares being offered
in this offering, we would have 10,000,000 shares issued and outstanding. As
discussed in the "Dilution" section below, the issuance of the shares of common
stock described in this prospectus will result in substantial dilution in the
percentage of our common stock held by our existing shareholders. The issuance
of common stock for future services or acquisitions or other corporate actions
may have the effect of diluting the value of the shares held by our investors,
and might have an adverse effect on any trading market for our common stock.
FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this prospectus.
USE OF PROCEEDS
Our offering is being made on a self-underwritten and "best-efforts" basis: no
minimum number of shares must be sold in order for the offering to proceed. The
offering price per share is $0.02. The following table sets forth the uses of
proceeds assuming the sale of 50%, 75% and 100%, respectively, of the securities
offered for sale by the Company. There is no assurance that we will raise the
full $100,000 as anticipated and there is no guarantee that we will receive any
proceeds from the offering.
If 50% If 75% If 100%
shares sold shares sold shares sold
Description Fees Fees Fees
----------- ----------- ----------- -----------
GROSS PROCEEDS 50,000 75,000 100,000
Offering expenses 8,000 8,000 8,000
NET PROCEEDS 42,000 67,000 92,000
Office 3,000 4,000 5,000
Website and Mobile App Development 5,000 6,000 7,000
Marketing Campaign 14,000 27,000 40,000
Salesperson 10,000 20,000 30,000
SEC reporting and compliance 10,000 10,000 10,000
The above figures represent only estimated costs. The estimated cost of this
registration statement is $8,000 which will be paid from offering proceeds. If
the offering proceeds are less than registration costs, August Petrov, our
president and director, has verbally agreed to loan the Company funds to
complete the registration process. Mr. Petrov's verbal agreement to provide us
loans for registration costs is non- binding and discretionary. Also, these
loans would be necessary if the proceeds from this offering will not be
sufficient to implement our business plan and maintain reporting status and
quotation on the OTC Electronic Bulletin Board when and if our common stocks
become eligible for trading on the Over-the-Counter Bulletin Board. Mr. Petrov
will not be paid any compensation or anything from the proceeds of this
offering. There is no due date for the repayment of the funds advanced by Mr.
Petrov. Mr. Petrov will be repaid from revenues of operations if and when we
generate sufficient revenues to pay the obligation.
12
DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately held company. In determining
the number of shares to be offered and the offering price, we took into
consideration our cash on hand and the amount of money we would need to
implement our business plan. Accordingly, the offering price should not be
considered an indication of the actual value of the securities.
DILUTION
Dilution represents the difference between the Offering price and the net
tangible book value per share immediately after completion of this Offering. Net
tangible book value is the amount that results from subtracting total
liabilities and from total assets. Dilution arises mainly as a result of our
arbitrary determination of the Offering price of the shares being offered.
Dilution of the value of the shares you purchase is also a result of the lower
book value of the shares held by our existing stockholder.
The historical net tangible book value as of September 30, 2015 was $2,384 or
approximately $0.0005 per share. Historical net tangible book value per share of
common stock is equal to our total tangible assets less total liabilities,
divided by the number of shares of common stock outstanding as of September 30,
2015.
The following table sets forth as of September 30, 2015, the number of shares of
common stock purchased from us and the total consideration paid by our existing
stockholders and by new investors in this offering if new investors purchase
50%, 75% or 100% of the offering, after deduction of offering expenses payable
by us, assuming a purchase price in this offering of $0.02 per share of common
stock.
Percent of Shares Sold from Maximum
Offering Available 50% 75% 100%
Offering price per share 0.02 0.02 0.02
Post offering net tangible book value 44,384 69,384 94,384
Post offering net tangible book value
per share 0.0059 0.0079 0.0094
Pre-offering net tangible book value
per share 0.0005 0.0005 0.0005
Increase (Decrease) in net tangible
book value per share after offering 0.0054 0.0074 0.0089
Dilution per share 0.0141 0.0121 0.0106
% dilution 70% 60% 53%
Capital contribution by purchasers
of shares 50,000 75,000 100,000
Capital Contribution by existing
stockholders 5,000 5,000 5,000
Percentage capital contributions by
purchasers of shares 90.91% 93.75% 95.24%
Percentage capital contributions by
existing stockholders 9.09% 6.25% 4.76%
Gross offering proceeds 50,000 75,000 100,000
Anticipated net offering proceeds 42,000 67,000 92,000
Number of shares after offering held
by public investors 2,500,000 3,750,000 5,000,000
Total shares issued and outstanding 7,500,000 8,750,000 10,000,000
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Purchasers of shares percentage of
ownership after offering 33.33% 42.86% 50.00%
Existing stockholders percentage of
ownership after offering 66.67% 57.14% 50.00%
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
You should read the following discussion and analysis of our financial condition
and results of operations together with our consolidated financial statements
and the related notes and other financial information included elsewhere in this
prospectus. Some of the information contained in this discussion and analysis or
set forth elsewhere in this prospectus, including information with respect to
our plans and strategy for our business and related financing, includes
forward-looking statements that involve risks and uncertainties. You should
review the "Risk Factors" section of this prospectus for a discussion of
important factors that could cause actual results to differ materially from the
results described in or implied by the forward-looking statements contained in
the following discussion and analysis.
We qualify as an "emerging growth company" under the JOBS Act. As a result, we
are permitted to, and intend to, rely on exemptions from certain disclosure
requirements. For so long as we are an emerging growth company, we will not be
required to:
* have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
* provide an auditor attestation with respect to management's report on
the effectiveness of our internal controls over financial reporting;
* comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
* submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
* disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the CEO's compensation to median employee compensation.
In addition, Section 107 of the JOBS Act also provides that an emerging growth
company can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting
standards. In other words, an emerging growth company can delay the adoption of
certain accounting standards until those standards would otherwise apply to
private companies. We have elected to take advantage of the benefits of this
extended transition period. Our financial statements may therefore not be
comparable to those of companies that comply with such new or revised accounting
standards.
We will remain an "emerging growth company" for up to five years, or until the
earliest of (i) the last day of the first fiscal year in which our total annual
gross revenues is $1 billion, (ii) the date that we become a "large accelerated
filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which
would occur if the market value of our ordinary shares that is held by
non-affiliates is $700 million as of the last business day of our most recently
completed second fiscal quarter or (iii) the date on which we have issued more
than $1 billion in non-convertible debt during the preceding three year period.
14
Our cash balance was $3,321 as of September 30, 2015. We believe our cash
balance is not sufficient to fund our operations for any period of time. We have
been utilizing and may utilize funds from August Petrov, our Chairman and
President, who has informally agreed to advance funds to allow us to pay for
offering costs, filing fees, and professional fees. As of September 30, 2015,
Mr. Petrov has advanced to us $3,617. Mr. Petrov, however, has no formal
commitment, arrangement or legal obligation to advance or loan funds to the
company. In order to implement our plan of operations for the next twelve month
period, we require a minimum of $42,000 of funding from this offering. Being a
development stage company, we have very limited operating history we do not
currently have any arrangements for additional financing. Our principal
executive offices are located at Husovo namesti 7, Okres Praha - Zapad, Czech
Republic 25301. Our phone number is 702-970-3370.
We are a development stage company and we have generated $3,000 of revenue to
date. To date, we have established our Company, developed our business plan,
developed business-model of our travel agency and have been looking for the
potential clients. On August 19, 2015 we have signed the Service Agreement with
Dnihlujis A Partneri. As a result of this agreement, we have received $3,000 of
prepayment. Our full business plan entails activities described in the Plan of
Operation section below. Long term financing beyond the maximum aggregate amount
of this offering may be required to expand our business. The exact amount of
funding will depend on the scale of our development and expansion. We do not
currently have planned our expansion, and we have not decided yet on the scale
of our development and expansion and on exact amount of funding needed for our
long term financing. If we do not generate sufficient revenue we may need a
minimum of $10,000 of additional funding at the end of the twelve month period
described in our "Plan of Operation" below to maintain a reporting status.
Our independent registered public accountant has issued a going concern opinion.
This means that there is substantial doubt that we can continue as an on-going
business for the next twelve months unless we obtain additional capital to pay
our bills.
To meet our need for cash we are attempting to raise money from this offering.
If we are unable to successfully find customers we may quickly use up the
proceeds from this offering and will need to find alternative sources. At the
present time, we have not made any arrangements to raise additional cash, other
than through this offering.
If we need additional cash and cannot raise it, we will either have to suspend
operations until we do raise the cash, or cease operations entirely. Even if we
raise $100,000 from this offering, we may need more funds for ongoing business
operations after the first year, and would have to obtain additional funding.
PLAN OF OPERATION
We were incorporated in the State of Nevada on October 16, 2014. We have never
declared bankruptcy, have never been in receivership, and have never been
involved in any legal action or proceedings. Since incorporation, we have not
made any significant purchase or sale of assets. We are a development stage
company that has just recently started the operations and has generated $3,000
of revenue. If we are unable to successfully find clients who will use our
service, we may quickly use up the proceeds from this offering.
We intend to provide individual and group leisure tours and excursions to
different music events. The services we are going to provide are aimed at broad
public.
We intend to spend money on research and development when our business plan is
complete in order to develop our business. We do not expect to purchase or sell
plant or significant equipment. Further we do not expect significant changes in
the number of employees.
Our plan of operations is as follows:
15
COMPLETE OUR PUBLIC OFFERING
We expect to complete our public offering within 180 days after the
effectiveness of our registration statement by the Securities and Exchange
Commissions. We intend to concentrate our efforts on raising capital during this
period. Our operations will be limited due to the limited amount of funds on
hand. Upon completion of our public offering, our specific goal is to profitably
sell our services. If we are unable to obtain minimum funding of approximately
$42,000 (If 50% of the shares sold), our business may fail.
Our plan of operations following the completion is as follows:
OFFICE (1st-3d months)
$3,000-$5,000
Minimum requirements of our company to continue operations are, at least,
obtaining the following office equipment: a telephone, a fax, a multifunction
printer, PCs, stationery and furniture. We expect the cost to be equal to
$3,000. We plan to buy the office equipment mentioned above in case we manage to
sell 50% of the shares offered with basic feutures as black and white laser
multifunction printer (Hewlett-Packard HP M521DN or equivalent) with scanning,
coping and printing features, two PCs for office operations. In case we sell 75%
of the shares offered we intend to buy additional equipment with advanced
features as color laser multifunction printer (Hewlett-Packard HP Color LaserJet
CM4730 MFP or equivalent) for printing brochures, flyers, concert's calendars
and other promotional materials with estimated price of $4,000. Provided that we
sell all of the shares offered, we might be able to buy more advanced equipment
as previous described color laser multifunction printer, one PC for office
operations, one PC with dedicated graphic card with preinstalled software for
promotional materials creating and one laptop (Lenovo Yoga 3 Pro 80HE000DUS or
equivalent) to present company's service to potential clients outside of the
office. Therefore the office set up costs are estimated to be equal to $5,000.
WEBSITE AND MOBILE APP DEVELOPMENT (1st-12th months)
$5,000-$7,000
To support our customers and to provide them with information regarding our
services, we expect to develop a website and a mobile application with the
features of the full website. We plan to order the development of both website
and the application in a software company. Depending on the complexity of design
and the features of the website and the application we expect the expenditure to
be minimum $5,000. Upon launching the website we will need a professional to
maintain the website and the application, which will result in further
expenditures. We also intend to order a landing web page to draw potential
customers to our services.
MARKETING CAMPAIGN (3th-12th months)
$14,000-$40,000
Our main marketing instruments are planned to be the following: online
marketing, direct sales, and presentations. To get into focus of our potential
customers we intend to use the marketing strategies, such as web advertisements,
social web communities marketing, direct mailing, and phone calls. The plan of
our active marketing campaign to promote our services includes developing a
landing page. Our web-banners are going to be placed on the web-sites related to
music, for instance, music streaming services or music web blogs. The same
banners are going to be placed on the sites devoted to tourism and leisure
tours, on the pages of online newspapers or magazines. We plan to spend money to
pay for Google contextual advertising, to attract the attention of users who
search information related to tourism and excursions in general or, places and
music bands mentioned on our website. To remain in focus of potential clients
and to promote our services we have intention to try conducting raffle on local
radio stations providing our services as prizes. In addition we may spend money
on YouTube ads played before a music video. Paying for SEO (Search Engine
Optimization) will help to advance in the search results of Google, Bing, Yahoo,
16
Aol queries. Taking part at the exhibitions related to tourism might draw
attention of potential clients to our services. Upon successful launching of our
website and application we keep in mind to develop and maintain Facebook,
Twitter, Instagram and Google+ pages to provide customers with full information
concerning our service. We believe that our key marketing strategy is likely to
be online marketing and direct sales.
The expenditure might be equal to at least $14,000. In case we sell 50% of the
shares offered, the money will be spent particularly on Search engine
optimization (SEO). Upon 75% and 100% of the shares sold, we need $27,000 and
$40,000 accordingly. We believe that our marketing campaign will help us to sell
our product and we intend to reach profitable operations.
SALESPERSON (6th-12th months)
$10,000-$30,000
We intend to hire tour expert (salesperson) whose working responsibilities will
be to provide consultation and recommendation concerning our services in person
or by phone and execute contracts with customers in the office on behalf of the
company. If we sell 50% of the shares we will hire one salesperson and it will
cost us $10,000 minimum. In case we sell 75% and 100% of the shares we are going
to increase the quantity of tour experts (salespersons) to two and three
accordingly and intend to spend for it $20,000 and $30,000 accordingly.
ESTIMATED EXPENSES FOR THE NEXT TWELVE MONTH PERIOD
The following provides an overview of our estimated expenses to fund our plan of
operation over the next twelve months.
If 50% If 75% If 100%
shares sold shares sold shares sold
Description Fees Fees Fees
----------- ----------- ----------- -----------
GROSS PROCEEDS 50,000 75,000 100,000
Offering expenses 8,000 8,000 8,000
NET PROCEEDS 42,000 67,000 92,000
Office 3,000 4,000 5,000
Website and Mobile App Development 5,000 6,000 7,000
Marketing Campaign 14,000 27,000 40,000
Salesperson 10,000 20,000 30,000
SEC reporting and compliance 10,000 10,000 10,000
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are in the start-up stage of operations and
have generated $3,000 of revenue. We cannot guarantee we will be successful in
our business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and possible cost overruns due to price and cost increases in services and
products.
We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholder.
17
RESULTS OF OPERATIONS
FROM INCEPTION ON OCTOBER 16, 2014 TO JUNE 30, 2015
During the period we incorporated the company, prepared a business plan. Our
loss since inception is $4,607. We have just recently started our business
operations,however, will not start significant operations until we have
completed this offering.
FOR THE THREE MONTH ENDED SEPTEMBER 30, 2015
On August 19, 2015 we have signed the Service Agreement with Dnihlujis A
Partneri. As a result of this agreement, we have received $3,000 of revenue. We
have developed our business plan, developed and tested business-model of our
travel agency and have been looking for the potential clients.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2015, the Company had $3,321 cash and $3,500 accrued
expenses and our liabilities were $3,617. As of September 30, 2015 our cash
balance was $3,321. The available capital reserves of the Company are not
sufficient for the Company to remain operational. We require minimum funding of
approximately $42,000 to conduct our proposed operations and pay all expenses
for a minimum period of one year including expenses associated with this
offering and maintaining a reporting status with the SEC.
Since inception, we have sold 5,000,000 shares of common stocks to our sole
officer and director, at a price of $0.001 per share, for net proceeds of
$5,000.
We are attempting to raise funds to proceed with our plan of operations. We will
have to utilize funds from August Petrov, our sole officer and director, who has
verbally agreed to loan the company funds to complete the registration process
if offering proceeds are less than registration costs. However, Mr. Petrov has
no formal commitment, arrangement or legal obligation to advance or loan funds
to the company. Mr. Petrov's verbal agreement to provide us loans for
registration costs is non- binding and discretionary. To proceed with our
operations within 12 months, we need a minimum of $42,000. We cannot guarantee
that we will be able to sell all the shares required to satisfy our 12 month
financial requirements. If we are successful, any money raised will be applied
to the items set forth in the Use of Proceeds section of this prospectus. We
will attempt to raise at least the minimum funds necessary to proceed with our
plan of operations. In the long term we may need additional financing. We do not
currently have any arrangements for additional financing. Obtaining additional
funding will be subject to a number of factors, including general market
conditions, investor acceptance of our business plan and initial results from
our business operations. These factors may impact the timing, amount, terms or
conditions of additional financing available to us. There is no assurance that
any additional financing will be available or if available, on terms that will
be acceptable to us.
Our auditors have issued a "going concern" opinion, meaning that there is
substantial doubt if we can continue as an on-going business for the next twelve
months unless we obtain additional capital. No substantial revenues are
anticipated until we have completed the financing from this offering and
implemented our plan of operations. Our only source for cash at this time is
investments by others in this offering. We must raise cash to implement our
strategy and stay in business. The amount of the offering will likely allow us
to operate for at least one year and have the capital resources required to
cover the material costs with becoming a publicly reporting. The Company
anticipates over the next 12 months the cost of being a reporting public company
will be approximately $10,000.
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The Company will have to meet all the financial disclosure and reporting
requirements associated with being a publicly reporting company. The Company's
management will have to spend additional time on policies and procedures to make
sure it is compliant with various regulatory requirements, especially that of
Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate
governance time required of management could limit the amount of time management
has to implement is business plan and impede the speed of its operations.
Should the Company fail to raise a minimum of $42,000 under this offering the
Company would be forced to scale back or abandon the implementation of its
12-month plan of operations.
DESCRIPTION OF BUSINESS
Our primary services are going to be as follows: delivering a touristic service
to broad public, aimed mostly at young people due to it's being specific.
Services and products provided by our company may include custom packages
according to client's specifications and travel consultation. As it grows the
company is likely to take on people and expand into related markets and
services. We might also look for additional leverage by establishing
relationships and representations with appropriate strategic allies.
Our principal office address is located at Husovo namesti 7, Okres Praha -
Zapad, Czech Republic 25301. Our telephone number is 702-970-3370. Our plan of
operation is forward-looking and there is no assurance that we will ever reach
profitable operations. We are a development stage company and have generated
$3,000 of revenue. It is likely that we will not be able to achieve
profitability and would be forced to cease operations due to the lack of
funding. We were incorporated in Nevada on October 16, 2014. Since October 2014
till January 2015 we have developed our and business plan and business-model of
our travel agency. Since February 2015 till May 2015 we have researched the
market demand for tour agencies providing individual and group leisure tours to
music festivals in Europe and have looked for the potential partners in tour
industry. On June 6, 2015 we have raised financing for our operation by issuing
a total of 5,000,000 shares of restricted common stock to August Petrov, our
sole officer and director in consideration of $5,000. From June 2015 to date we
have been looking for the potential clients. On August 19, 2015 we have signed
the Service Agreement with Dnihlujis A Partneri. As a result of this agreement,
we have received $3,000 of prepayment.
BUSINESS
We plant to establish a tour agency intending to provide individual and group
leisure tours to large music festivals, or to concerts of particular popular
music bands, both combined with excursions around local areas. We are a company
on the stage of development and have earned $3,000 of revenue. In case we don't
achieve estimated level of profitability, the company will be forced to cease
operations due to the lack of funding.
Our primary goal is to arrange tours for European citizens around Europe. We
plan to start our sales in Czech Republic, Poland, Lithuania, Litva, Estonia,
Slovakia, Slovenia and Hungary.
We plan to organize complex tours or offer each feature of our tours separately.
A complex tour includes the following features:
1) transfer (transportation from homeland to the point of final
destination by any type of transport, local transportation, from
airport/railway/bus terminal to a hotel, from a hotel to an event or
attraction);
2) admission to the music event;
3) a guided excursion around a particular city or location (depending on
where this event takes place) with a chance of visiting famous places
related to music (Abbey Road recording studio in London, for
instance);
4) accommodation (regarding possible demands of our potential clients by
accommodation we mean hostels or B&B's)
5) catering, for additional fee upon request;
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This is a preliminary list of features, which may become longer as the business
might grow.
The price of our service is going to be based on the following: the price of
transfer (round-trip flight/train/bus tickets, local transportation
(bus/minivan/taxi), transportation from a hotel to an event or attraction
(bus/minivan/taxi)), accommodation and admission fee to a music event. A
traveler will hence be able to select areas of interest based on their
preferences and subsequently identify destinations to visit.
As soon as the company begins operating our customers will be able to:
a) find full description of services provided, prices, information
regarding both concerts and tours, description of accommodation and
catering (if provided in a particular accommodation); in case
customers need so-contact the company via phone, Skype, email;
b) book online (on our website) any complex tour or buy a desired feature
that the company provides;
c) use the cross platform mobile application designed for these needs to
book tours and receive full information according to our services;
d) book tours by phone, after being consulted by our tour expert in the
company's office.
e) choose accommodation while booking a tour (if this feature provided in
a particular case);
f) if the customers wish so-receive informational emails regarding
upcoming events, special offers, any other updates concerning our
services;
g) leave feedback.
CLIENTS
Our services are aimed at young people, who desire to visit a festival or
concert of their favourite band or musician, with an opportunity to enjoy a
leisure excursion.
We plan to start with rock music as one of the most popular nowadays. We plan
gradually add other widely popular genres such as electronic music or their sub
genres: for instance, indie rock, alternative rock and others, in case we
receive positive response or, in case there is a demand by customers.
Once the company is appropriately registered and equipped we intend to provide
our services to our potential clients who, presumably, fit the following
description:
1) young European citizens, students, young couples who might be
interested in combining travelling and attending a music concert or
those who search for new kinds of entertainment;
2) amateur musicians who might attend music shows for their future
experience or to get in contact with music producers, or other people
from the industry;
3) fans of particular bands who would enjoy following their favourite
musicians who will be relieved from the necessity to look for upcoming
music events, book transfer and accommodation on their own.
4) travel agencies that could use our service as outsourcing.
5) companies that would like to use our servis as part of their team
building policy.
MARKETING AND ADVERTISING
Our main marketing instruments are planned to be the following: online
marketing, direct sales, and presentations. To get into focus of our potential
customers we intend to use the marketing strategies, such as web advertisements,
social web communities marketing, direct mailing, and phone calls. The plan of
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our active marketing campaign to promote our services includes developing a
landing page. Our web-banners are going to be placed on the web-sites related to
music, for instance, music streaming services or music web blogs. The same
banners are going to be placed on the sites devoted to tourism and leisure
tours, on the pages of online newspapers or magazines. We plan to spend money to
pay for Google contextual advertising, to attract the attention of users who
search information related to tourism and excursions in general or, places and
music bands mentioned on our website. To remain in focus of potential clients
and to promote our services we have intention to try conducting raffle on local
radio stations providing our services as prizes. In addition we may spend money
on YouTube ads played before a music video. Paying for SEO (Search Engine
Optimization) will help to advance in the search results of Google, Bing, Yahoo,
Aol queries. Taking part at the exhibitions related to tourism might draw
attention of potential clients to our services. Upon successful launching of our
website and application we keep in mind to develop and maintain Facebook,
Twitter, Instagram and Google+ pages to provide customers with full information
concerning our service. We believe that our key marketing strategy is likely to
be online marketing and direct sales.
COMPETITION
As to the present date, the market of tourism is congested but the key
difference is that many companies provide tours or excursion services only.
There are many companies distributing the tickets to music events. By combining
both we will be able to occupy a relatively free niche with very few competitors
in it.
In order to take superior positions on the market comparing to other
competitors, we intend to provide the exclusive features as to:
1) provide our customers with leisure tours including transfer and
admission to a music event;
2) provide accommodation, if mentioned - catering;
3) provide guided excursion around particular areas related to music;
4) provide customers with both online services and consulting on services
in the office;
We strongly believe that narrowing preferences to particular music genres and
will result in growth of customers network and growth of profitability.
REVENUE
We aim to make revenues on:
Selling leisure tours to music events and excursions. Depending on their
preferences our customers will be able to choose between buying a complex tour
or one or two services a customer might need, for instance admission tickets
only.
Selling advertising space on the website (or in pop-up ads of the mobile
application) concerning music (such as music albums) or tourism (such as
touristic gear).
Selling music bands or artists merchandise upon executing a corresponding
agreement with band or artist managers.
Our service will be offered at prices marked-up from 20% to 30% of the tour
costs. Our clients will be asked to 100% prepay for the Service. Clients will be
offered to choose any payment options they like.
INSURANCE
We do not maintain any insurance and do not intend to maintain insurance in the
future. Because we do not have any insurance, if we are made a party of a
products liability action, we may not have sufficient funds to defend the
litigation. If that occurs a judgment could be rendered against us that could
cause us to cease operations.
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EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.
We are a development stage company and currently have no employees. August
Petrov, our sole officer and director, in a non-employee officer and director of
the Company. We intend to hire employees on an as needed basis.
OFFICES
Our business office is located at Husovo namesti 7, Okres Praha - Zapad, Czech
Republic 25301. This is the office provided by our President and Director,
August Petrov. Our phone number is 702-970-3370. We do not pay any rent to Mr.
Petrov and there is no agreement to pay any rent in the future. Our telephone
number is 702-970-3370.
GOVERNMENT REGULATION
We will be required to comply with all regulations, rules, and directives of
governmental authorities and agencies applicable to our business in any
jurisdiction which we would conduct activities. We do not believe that
regulation will have a material impact on the way we conduct our business.
LEGAL PROCEEDINGS
During the past ten years, none of the following occurred with respect to the
President of the Company: (1) any bankruptcy petition filed by or against any
business of which such person was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that time; (2) any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses); (3) being
subject to any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any court of any competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; and (4) being found
by a court of competent jurisdiction (in a civil action), the SEC or the
commodities futures trading commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended
or vacated.
We are not currently a party to any legal proceedings, and we are not aware of
any pending or potential legal actions.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS
The name, age and titles of our executive officer and director are as follows:
Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------
August Petrov 29 President, Treasurer, Secretary and
Husovo namesti 7, Okres Praha - Director (Principal Executive,
Zapad, Czech Republic 25301 Financial and Accounting Officer)
August Petrov has acted as our President, Treasurer, Secretary and sole Director
since we incorporated on October 16, 2014. Mr. Petrov owns 100% of the
outstanding shares of our common stock. As such, it was unilaterally decided
that Mr. Petrov was going to be our sole President, Chief Executive Officer,
Treasurer, and Chief Financial Officer, Chief Accounting Officer, Secretary and
sole member of our board of directors. Mr. Petrov graduated from Berlin
University of the Arts, Faculty of Musik, and Chair of Event Management in 2010.
Since 2010 he has been working as the sole proprietor of concert agency
"EtapaAkce" in Prague, Czech Republic. We believe that Mr. Petrov's specific
experience, qualifications and skills will enable to develop our business.
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During the past ten years, Mr. Petrov has not been the subject to any of the
following events:
1. Any bankruptcy petition filed by or against any business of which Mr.
Petrov was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting Mr.
Petrov's involvement in any type of business, securities or banking
activities.
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading
Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
5. Was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any Federal or State authority
barring, suspending or otherwise limiting for more than 60 days the
right to engage in any activity described in paragraph (f)(3)(i) of
this section, or to be associated with persons engaged in any such
activity;
6. Was found by a court of competent jurisdiction in a civil action or by
the Commission to have violated any Federal or State securities law,
and the judgment in such civil action or finding by the Commission has
not been subsequently reversed, suspended, or vacated;
7. Was the subject of, or a party to, any Federal or State judicial or
administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of:
i. Any Federal or State securities or commodities law or regulation;
or
ii. Any law or regulation respecting financial institutions or
insurance companies including, but not limited to, a temporary or
permanent injunction, order of disgorgement or restitution, civil
money penalty or temporary or permanent cease-and-desist order,
or removal or prohibition order; or
iii. Any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity; or
8. Was the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act (15
U.S.C. 78c(a)(26))), any registered entity (as defined in Section
1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any
equivalent exchange, association, entity or organization that has
disciplinary authority over its members or persons associated with a
member.
TERM OF OFFICE
Our Director is appointed to hold office until the next annual meeting of our
stockholders or until his respective successor is elected and qualified, or
until he resigns or is removed in accordance with the provisions of the Nevada
Revised Statues. Our officers are appointed by our Board of Directors and hold
office until removed by the Board or until their resignation.
DIRECTOR INDEPENDENCE
Our Board of Directors is currently composed of one member, August Petrov, who
does not qualify as an independent director. In addition, our board of directors
has not made a subjective determination as to each director that no
relationships exist which, in the opinion of our board of directors, would
interfere with the exercise of independent judgment in carrying out the
responsibilities of a director. Had our Board of Directors made these
determinations, our board of directors would have reviewed and discussed
information provided by the directors and us with regard to each director's
business and personal activities and relationships as they may relate to us and
our management.
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COMMITTEES OF THE BOARD OF DIRECTORS
Our Board of Directors has no committees. We do not have a standing nominating,
compensation or audit committee.
EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION
The following tables set forth certain information about compensation paid,
earned or accrued for services by our Executive Officer from inception on
October 16, 2014 until September 30, 2015:
SUMMARY COMPENSATION TABLE
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Period Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ------ --------- -------- --------- --------- --------------- ----------- --------------- ---------
August Petrov, October 16, -0- -0- -0- -0- -0- -0- -0- -0-
President, 2014 to
Secretary and September
Treasurer 30, 2015
There are no current employment agreements between the Company and its Officer.
Mr. Petrov currently devotes approximately twenty hours per week to manage the
affairs of the Company. He has agreed to work with no remuneration until such
time as the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
DIRECTOR COMPENSATION
The following table sets forth director compensation for the period From
Inception (October 16, 2014) to September 30, 2015:
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------
August Petrov -0- -0- -0- -0- -0- -0- -0-
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
August Petrov will not be paid for any underwriting services that he performs on
our behalf with respect to this offering.
Other than Mr. Petrov' purchase of founders shares from the Company as stated
below, there is nothing of value (including money, property, contracts, options
or rights of any kind), received or to be received, by Mr. Petrov, directly or
indirectly, from the Company.
On June 6, 2015, we issued a total of 5,000,000 shares of restricted common
stock to August Petrov, our sole officer and director in consideration of
$5,000. Further, Mr. Petrov has advanced funds to us. As of September 30, 2015,
Mr. Petrov has advanced to us $3,617. Mr. Petrov will not be repaid from the
proceeds of this offering. There is no due date for the repayment of the funds
advanced by Mr. Petrov. Mr. Petrov will be repaid from revenues of operations if
and when we generate sufficient revenues to pay the obligation. There is no
assurance that we will ever generate sufficient revenues from our operations.
The obligation to Mr. Petrov does not bear interest. There is no written
agreement evidencing the advancement of funds by Mr. Petrov or the repayment of
the funds to Mr. Petrov. The entire transaction was oral. We have a verbal
agreement with Mr. Petrov that, if necessary, he will loan the company funds to
complete the registration process.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of October 23, 2015 by: (i)
each person (including any group) known to us to own more than five percent (5%)
of any class of our voting securities, (ii) our director, and or (iii) our
officer. Unless otherwise indicated, the stockholder listed possesses sole
voting and investment power with respect to the shares shown.
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of class
-------------- ---------------- -------------------- --------
Common Stock August Petrov 5,000,000 shares 100
Husovo namesti 7, Okres Praha - of common stock
Zapad, Czech Republic 25301 (direct)
(1) A beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship, or
otherwise has or shares: (i) voting power, which includes the power to vote, or
to direct the voting of shares; and (ii) investment power, which includes the
power to dispose or direct the disposition of shares. Certain shares may be
deemed to be beneficially owned by more than one person (if, for example,
persons share the power to vote or the power to dispose of the shares). In
addition, shares are deemed to be beneficially owned by a person if the person
has the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In computing
the percentage ownership of any person, the amount of shares outstanding is
deemed to include the amount of shares beneficially owned by such person (and
only such person) by reason of these acquisition rights. As of October 23, 2015,
there were 5,000,000 shares of our common stock issued and outstanding.
FUTURE SALES BY EXISTING STOCKHOLDERS
A total of 5,000,000 shares of common stock were issued to our sole officer and
director, all of which are restricted securities, as defined in Rule 144 of the
Rules and Regulations of the SEC promulgated under the Securities Act. Under
Rule 144, the shares can be publicly sold, subject to volume restrictions and
restrictions on the manner of sale. Such shares can only be sold after six
months provided that the issuer of the securities is, and has been for a period
of at least 90 days immediately before the sale, subject to the reporting
25
requirements of section 13 or 15(d) of the Exchange Act. Shares purchased in
this offering, which will be immediately resalable, and sales of all of our
other shares after applicable restrictions expire, could have a depressive
effect on the market price, if any, of our common stock and the shares we are
offering.
There is no public trading market for our common stock. To be quoted on the
OTCBB a market maker must file an application on our behalf to make a market for
our common stock. As of the date of this Registration Statement, we have not
engaged a market maker to file such an application, that there is no guarantee
that a market marker will file an application on our behalf, and that even if an
application is filed, there is no guarantee that we will be accepted for
quotation.
PLAN OF DISTRIBUTION
We are registering 5,000,000 shares of our common stock for sale at the price of
$0.02 per share.
This is a self-underwritten offering, and Mr. Petrov, our sole officer and
director, will sell the shares directly to family, friends, business associates
and acquaintances, with no commission or other remuneration payable to him for
any shares they may sell. There are no plans or arrangements to enter into any
contracts or agreements to sell the shares with a broker or dealer. In offering
the securities on our behalf, he will rely on the safe harbor from broker dealer
registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.
Mr. Petrov will not register as a broker-dealer pursuant to Section 15 of the
Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth
those conditions, as noted herein, under which a person associated with an
Issuer may participate in the offering of the Issuer's securities and not be
deemed to be a broker-dealer:
1. Our sole officer and director is not subject to a statutory
disqualification, as that term is defined in Section 3(a)(39) of the
Act, at the time of his participation; and,
2. Our sole officer and director will not be compensated in connection
with his participation by the payment of commissions or other
remuneration based either directly or indirectly on transactions in
securities; and
3. Our sole officer and director is not, nor will he be at the time of
his participation in the offering, an associated person of a
broker-dealer; and
4. Our sole officer and director meets the conditions of paragraph
(a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily
perform, or intend primarily to perform at the end of the offering,
substantial duties for or on behalf of our company, other than in
connection with transactions in securities; and (B) he is not a broker
or dealer, or been an associated person of a broker or dealer, within
the preceding twelve months; and (C) has not participated in selling
and offering securities for any issuer more than once every twelve
months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
Our sole officer and director does not intend to purchase any shares in this
offering.
This offering is self-underwritten, which means that it does not involve the
participation of an underwriter or broker, and as a result, no broker for the
sale of our securities will be used. In the event a broker-dealer is retained by
us to participate in the offering, we must file a post-effective amendment to
the registration statement to disclose the arrangements with the broker-dealer,
and that the broker-dealer will be acting as an underwriter and will be so named
in the prospectus. Additionally, FINRA must approve the terms of the
underwriting compensation before the broker-dealer may participate in the
offering.
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To the extent required under the Securities Act, a post-effective amendment to
this registration statement will be filed disclosing the name of any
broker-dealers, the number of shares of common stock involved, the price at
which the common stock is to be sold, the commissions paid or discounts or
concessions allowed to such broker-dealers, where applicable, that such
broker-dealers did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and other facts material to
the transaction.
We are subject to applicable provisions of the Exchange Act and the rules and
regulations under it, including, without limitation, Rule 10b-5 and a
distribution participant under Regulation M. All of the foregoing may affect the
marketability of the common stock.
All expenses of the registration statement including, but not limited to, legal,
accounting, printing and mailing fees are and will be borne by us.
PENNY STOCK REGULATIONS
You should note that our stock is a penny stock. The SEC has adopted Rule 15g-9
which generally defines "penny stock" to be any equity security that has a
market price (as defined) less than $5.00 per share or an exercise price of less
than $5.00 per share, subject to certain exceptions. Our securities are covered
by the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
"accredited investors". The term "accredited investor" refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the SEC which
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly account
statements showing the market value of each penny stock held in the customer's
account. The bid and offer quotations, and the broker-dealer and salesperson
compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing
before or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
these rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.
PROCEDURES FOR SUBSCRIBING
If you decide to subscribe for any shares in this offering, you must
- execute and deliver a subscription agreement; and
- deliver a check or certified funds to us for acceptance or rejection.
All checks for subscriptions must be made payable to "AP Event Inc." The Company
will deliver stock certificates attributable to shares of common stock purchased
directly to the purchasers.
RIGHT TO REJECT SUBSCRIPTIONS
We have the right to accept or reject subscriptions in whole or in part, for any
reason or for no reason. All monies from rejected subscriptions will be returned
27
immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected with letter by mail
within 48 hours after we receive them.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. As of October 23, 2015, there were 5,000,000 shares of
our common stock issued and outstanding those were held by one registered
stockholder of record and no shares of preferred stock issued and outstanding.
Our sole officer and director, August Petrov owns all 5,000,000 shares of our
common stock currently issued and outstanding.
COMMON STOCK
The following is a summary of the material rights and restrictions associated
with our common stock.
The holders of our common stock currently have (i) equal ratable rights to
dividends from funds legally available therefore, when, as and if declared by
the Board of Directors of the Company; (ii) are entitled to share ratably in all
of the assets of the Company available for distribution to holders of common
stock upon liquidation, dissolution or winding up of the affairs of the Company
(iii) do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights applicable thereto; and (iv) are
entitled to one non-cumulative vote per share on all matters on which stock
holders may vote. Please refer to the Company's Articles of Incorporation,
Bylaws and the applicable statutes of the State of Nevada for a more complete
description of the rights and liabilities of holders of the Company's
securities.
PREFERRED STOCK
We do not have an authorized class of preferred stock.
WARRANTS
We have not issued and do not have any outstanding warrants to purchase shares
of our common stock.
OPTIONS
We have not issued and do not have any outstanding options to purchase shares of
our common stock.
CONVERTIBLE SECURITIES
We have not issued and do not have any outstanding securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
INDEMNIFICATION
Under our Articles of Incorporation and Bylaws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of his position, if he acted in good faith and in a
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manner he reasonably believed to be in our best interest. We may advance
expenses incurred in defending a proceeding. To the extent that the officer or
director is successful on the merits in a proceeding as to which he is to be
indemnified, we must indemnify him against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made only
for expenses actually and reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws of
the State of Nevada. Regarding indemnification for liabilities arising under the
Securities Act of 1933, which may be permitted to directors or officers under
Nevada law, we are informed that, in the opinion of the Securities and Exchange
Commission, indemnification is against public policy, as expressed in the Act
and is, therefore, unenforceable.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this Prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest directly or indirectly, in the Company or any of its parents or
subsidiaries. Nor was any such person connected with AP Event Inc. or any of its
parents or subsidiaries as a promoter, managing or principal underwriter, voting
trustee, director, officer, or employee.
EXPERTS
Paritz & Company P.A., our independent registered public accounting firm, has
audited and reviewed our unaudited financial statements included in this
prospectus and registration statement to the extent and for the periods set
forth in their audit report. Paritz & Company P.A. has presented its report with
respect to our audited financial statements.
LEGAL MATTERS
Law Office of Joseph Pittera has opined on the validity of the shares of common
stock being offered hereby.
AVAILABLE INFORMATION
We have not previously been required to comply with the reporting requirements
of the Securities Exchange Act. We have filed with the SEC a registration
statement on Form S-1 to register the securities offered by this prospectus. For
future information about us and the securities offered under this prospectus,
you may refer to the registration statement and to the exhibits filed as a part
of the registration statement. In addition, after the effective date of this
prospectus, we will be required to file annual, quarterly and current reports,
or other information with the SEC as provided by the Securities Exchange Act.
You may read and copy any reports, statements or other information we file at
the SEC's public reference facility maintained by the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. Our SEC filings are available to the public through the
SEC Internet site at www.sec.gov.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no changes in or disagreements with our independent registered
public accountant.
29
FINANCIAL STATEMENTS
Our fiscal year end is June 30, 2015. We will provide audited financial
statements to our stockholders on an annual basis; the statements will be
prepared by us and audited by Paritz & Company P.A..
Our financial statements from inception to June 30, 2015, immediately follow:
INDEX TO AUDITED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm F-1
Balance Sheet - As At June 30, 2015. F-2
Statement of Operations - For the period from Inception
(October 16, 2014) to June 30, 2015. F-3
Statement of Cash Flows - For the period from Inception
(October 16, 2014) to June 30, 2015. F-4
Statement Of Changes In Stockholder's Deficit - For the period from
inception (October 16, 2014) to June 30, 2015 F-5
Notes to Audited Financial Statements F-6
30
Paritz & Company, P.A 15 Warren Street, Suite 25
Certified Public Accountants Hackensack, New Jersey 07601
(201) 342-7753
Fax: (201) 342-7598
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
AP Event, Inc.
We have audited the accompanying balance sheet of AP Event Inc. (the Company) as
of June 30, 2015 and the related statements of operations, changes in
stockholders' equity and cash flows for the period October 16, 2014 (Inception)
to June 30, 2015. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, The Company has not yet established an ongoing source of
revenues sufficient to cover its operating costs and allow it to continue as a
going concern. The Company has incurred a cumulative net loss from inception
(October 16, 2014) through June 30, 2015 of $4,607. These factors, among others,
raise substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AP Event Inc. as of June 30,
2015, and the results of its operations and cash flows for the period October
16, 2014 (Inception) to June 30, 2015 in conformity with accounting principles
generally accepted in the United States of America.
/s/ Paritz & Company, P.A.
----------------------------------------
Hackensack, New Jersey
September 1, 2015
F-1
AP EVENT INC.
Balance Sheet
June 30, 2015
CURRENT ASSETS
Cash $ 4,510
--------
TOTAL ASSETS $ 4,510
========
LIABILITIES
Current Liabilities:
Accrued Expenses $ 3,500
Note Payable - Related Party 617
--------
TOTAL LIABILITIES 4,117
STOCKHOLDERS' EQUITY
Common stock: authorized 75,000,000; $0.001 par value;
5,000,000 shares issued and outstanding 5,000
Accumulated deficit (4,607)
--------
Total Stockholders' Equity 393
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,510
========
The accompanying notes are an integral part of these financial statements
F-2
AP EVENT INC.
Statement of Operations
For the period from Inception (October 16, 2014) to June 30, 2015.
REVENUES $ --
--------
Operating Expenses:
General & Administrative Expenses 4,607
--------
Total Expenses 4,607
--------
Loss Before Income Tax (4,607)
Provision for Income Tax --
--------
Net loss for Period $ (4,607)
========
Net loss per share:
Basic and diluted $ (0.01)
========
Weighted average number of shares outstanding:
Basic and diluted 445,736
========
The accompanying notes are an integral part of these financial statements
F-3
AP EVENT INC.
Statement of Cash Flows
For the period from Inception (October 16, 2014) to June 30, 2015.
Operating activities:
Net (Loss) $ (4,607)
Changes in operating liabilities:
Accrued Expenses 3,500
--------
Net cash used in operating activities (1,107)
--------
Financing activities:
Proceeds from issuance of common stock 5,000
Loans from Shareholders 617
--------
Net cash provided by financing activities 5,617
--------
Net increase in cash 4,510
Cash, beginning of period --
--------
Cash, end of period $ 4,510
========
The accompanying notes are an integral part of these financial statements
F-4
AP EVENT INC.
Statement of Changes In Stockholders' Equity
For the period from inception (October 16, 2014) to June 30, 2015
Number of Additional
Common Paid-in Accumulated
Shares Amount Capital Deficit Total
------ ------ ------- ------- -----
Balances at Inception (October 16, 2014) -- $ -- $ -- $ -- $ --
Shares issued at $0.001 5,000,000 5,000 -- 5,000
Net loss for the period -- -- -- (4,607) (4,607)
--------- ------- ------- -------- --------
Balances as of June 30, 2015 5,000,000 $ 5,000 $ -- $ (4,607) $ 393
========= ======= ======= ======== ========
The accompanying notes are an integral part of these financial statements
F-5
AP EVENT INC.
Notes to the Financial Statements
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
AP EVENT INC.(the "Company") is a for profit corporation established under the
corporation laws in the State of Nevada, United States of America on October 16,
2014.
Since inception the Company has devoted substantially all of its efforts to
establishing a new business. While operations have not commenced, the Company
has generated expenses and no revenue from the limited efforts.
The Company's activities are subject to significant risks and uncertainties
including failure to secure additional funding to properly execute the company's
business plan.
The Company has adopted a June 30 fiscal year end.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
NOTE 2 - GOING CONCERN
The Company's financial statements as of June 30, 2015 been prepared using
generally accepted accounting principles in the United States of America
applicable to a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. The Company has not
yet established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern. The Company has incurred a
cumulative net loss from inception (October 16, 2014) through June 30, 2015 of
$4,607. These factors among others raise substantial doubt about the ability of
the company to continue as a going concern for a reasonable period of time.
In order to continue as a going concern, the Company will need, among other
things, additional capital resources. Management's plan is to obtain such
resources for the Company by obtaining capital from management and significant
shareholders sufficient to meet its minimal operating expenses and seeking
equity and/or debt financing. However management cannot provide any assurances
that the Company will be successful in accomplishing any of its plans. These
financial statements do not include any adjustments related to the
recoverability and classification of assets or the amounts and classification of
liabilities that might be necessary should the Company be unable to continue as
a going concern.
F-6
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fair Value Measurements
The Company adopted the provisions of ASC Topic 820, "Fair Value Measurements
and Disclosures", which defines fair value as used in numerous accounting
pronouncements, establishes a framework for measuring fair value and expands
disclosure of fair value measurements.
The estimated fair value of certain financial instruments, including cash and
cash equivalents are carried at historical cost basis, which approximates their
fair values because of the short-term nature of these instruments.
ASC 820 defines fair value as the exchange price that would be received for an
asset or paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. ASC 820 also establishes a fair
value hierarchy, which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value.
ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 -- quoted prices in active markets for identical assets or
liabilities
Level 2 -- quoted prices for similar assets and liabilities in active
markets or inputs that are observable
Level 3 -- inputs that are unobservable (for example cash flow modeling
inputs based on assumptions) The Company has no assets or liabilities valued at
fair value on a recurring basis.
Start-Up Costs
In accordance with ASC 720, "START-UP COSTS", the Company expenses all costs
incurred in connection with the start-up and organization of the Company.
Income taxes
The Company uses the asset and liability method of accounting for income taxes
in accordance with ASC Topic 740, "Income Taxes." Under this method, income tax
expense is recognized for the amount of: (i) taxes payable or refundable for the
current year and (ii) deferred tax consequences of temporary differences
resulting from matters that have been recognized in an entity's financial
statements or tax returns. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in the results of operations in the period that includes the
enactment date. A valuation allowance is provided to reduce the deferred tax
assets reported if based on the weight of the available positive and negative
evidence, it is more likely than not some portion or all of the deferred tax
assets will not be realized.
F-7
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements and prescribes a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. ASC
Topic 740.10.40 provides guidance on de-recognition, classification, interest
and penalties, accounting in interim periods, disclosure, and transition. There
are no material uncertain tax positions at June 30, 2015.
NOTE 4 - CAPTIAL STOCK
The Company has 75,000,000 shares of common stock authorized with a par value of
$0.001 per share.
On June 8, 2015, the Company issued 5,000,000 shares at $0.001 per share for
total proceeds of $5,000 to the company's founder. As of June 30, 2015, the
Company had 5,000,000 shares issued and outstanding.
NOTE 5 - RELATED PARTY TRANSACTIONS
In support of the Company's efforts and cash requirements, it may rely on
advances from related parties until such time that the Company can support its
operations or attains adequate financing through sales of its equity or
traditional debt financing. There is no formal written commitment for continued
support by officers, directors, or shareholders. Amounts represent advances or
amounts paid in satisfaction of liabilities. The advances are considered
temporary in nature and have not been formalized by a promissory note.
Since October 16, 2014 (Inception) through June 30, 2015, the Company's sole
officer and director loaned the Company $617 to pay for incorporation costs and
operating expenses. As of June 30, 2015, the amount outstanding was $617. The
loan is non-interest bearing, due upon demand and unsecured.
NOTE 6 - INCOME TAX
The reconciliation of income tax benefit at the U.S. statutory rate of 34% for
the period ended June 30, 2015 to the Company's effective tax rate is as
follows:
Income tax expense at statutory rate $ (1,560)
Change in valuation allowance 1,560
---------
Income tax expense $ --
=========
The tax effects of temporary differences that give rise to the Company's net
deferred tax assets as of September 30, 2013June 30, 2015 are as follows:
Net Operating Loss $ 1,560
Valuation allowance (1,560)
---------
Net deferred tax asset $ --
=========
The Company has approximately $4,600 of net operating losses ("NOL") carried
forward to offset taxable income in future years which expire commencing in
fiscal 2035. In assessing the realization of deferred tax assets, management
F-8
considers whether it is more likely than not that some portion or all of the
deferred tax assets will be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Management
considers the scheduled reversal of deferred tax liabilities, projected future
taxable income and tax planning strategies in making this assessment. Based on
the assessment, management has established a full valuation allowance against
all of the deferred tax asset relating to NOLs for every period because it is
more likely than not that all of the deferred tax asset will not be realized.
NOTE 7 - SUBSEQUENT EVENTS
Management has evaluated events occurring after the date of these financial
statements through September 1, 2015 the date that these financial statements
were available to be issued. There have been no other events that would require
adjustment to or disclosure in the financial statements.
F-9
INDEX TO UNAUDITED FINANCIAL STATEMENTS
Balance Sheet (Unaudited) F-11
Statement of Operations - For the three months period ended
September 30, 2015 (Unaudited) F-12
Statement of Cash Flows - For the three months period ended
September 30, 2015 (Unaudited) F-13
Notes to the Financial Statements (Unaudited) F-14
F-10
AP EVENT INC.
Balance Sheets
(Unaudited)
September 30, 2015 June 30, 2015
------------------ -------------
CURRENT ASSETS
Cash $ 3,321 $ 4,510
-------- --------
Current ASSETS 3,321 4,510
Office Equipment 2,680 --
-------- --------
TOTAL ASSETS $ 6,001 $ 4,510
======== ========
LIABILITIES
Current Liabilities:
Accrued Expenses $ -- $ 3,500
Note Payable - Related Party 3,617 617
-------- --------
TOTAL LIABILITIES 3,617 4,117
STOCKHOLDERS' EQUITY
Common stock: authorized 75,000,000; $0.001 par value;
5,000,000 shares issued and outstanding 5,000 5,000
Accumulated deficit (2,616) (4,607)
-------- --------
Total Stockholders' Equity 2,384 393
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,001 $ 4,510
======== ========
The accompanying notes are an integral part of these financial statements
F-11
AP EVENT INC.
Statement of Operations
For the three months period ended September 30, 2015
(Unaudited)
REVENUES $ 3,000
-----------
Operating Expenses:
General & Administrative Expenses 1,009
-----------
Total Expenses 1,009
-----------
Income Before Income Tax 1,991
Provision for Income Tax --
-----------
Net income for Period $ 1,991
===========
Net loss per share: $ (0.01)
Basic and diluted
Weighted average number of shares outstanding:
Basic and diluted 5,000,000
===========
The accompanying notes are an integral part of these financial statements
F-12
AP EVENT INC.
Statement of Cash Flows
For the three months period ended September 30, 2015
(Unaudited)
Operating activities:
Net Income $ 1,991
Changes in operating liabilities:
Accrued Expenses (3,500)
-------
Net cash used in operating activities (1,509)
Investing activities:
Acquisition of Office equipment (2,680)
-------
Net Cash used in Investing Activities (2,680)
Financing activities:
Proceeds from issuance of common stock --
Proceeds of Loans from Shareholder 3,000
-------
Net cash provided by financing activities 3,000
-------
Net decrease in cash (1,189)
Cash, beginning of period 4,510
-------
Cash, end of period $ 3,321
=======
The accompanying notes are an integral part of these financial statements
F-13
AP EVENT INC.
Notes to the Financial Statements
(Unaudited)
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
AP EVENT INC.(the "Company") is a for profit corporation established under the
corporation laws in the State of Nevada, United States of America on October 16,
2014.
Since inception the Company has devoted substantially all of its efforts to
establishing a new business. While operations have not commenced, the Company
has generated expenses and $3,000 in revenue from the limited efforts.
The Company's activities are subject to significant risks and uncertainties
including failure to secure additional funding to properly execute the company's
business plan.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial statements and in accordance with Article 10 of Regulation
S-X of the United States Securities and Exchange Commission ("SEC").
Accordingly, they do not contain all information and footnotes required by
accounting principles generally accepted in the United States of America for
annual financial statements. In the opinion of the Company's management, the
accompanying unaudited financial statements contain all the adjustments
necessary (consisting only of normal recurring accruals) to present the
financial position of the Company as of September 30, 2015 and the results of
operations and cash flows for the period presented. The results of operations
for the three months ended September 30, 2015 are not necessarily indicative of
the operating results for the full fiscal year or any future period. These
unaudited financial statements should be read in conjunction with the financial
statements and related notes thereto included in this filing for the year ended
June 30, 2015.
NOTE 2 - GOING CONCERN
The Company's financial statements as of September 30, 2015 been prepared using
generally accepted accounting principles in the United States of America
applicable to a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. The Company has not
yet established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern. The Company has incurred a
cumulative net loss from inception (October 16, 2014) through September 30, 2015
of $2,616. These factors, among others, raise substantial doubt about the
ability of the company to continue as a going concern for a reasonable period of
time.
F-14
In order to continue as a going concern, the Company will need, among other
things, additional capital resources. Management's plan is to obtain such
resources for the Company by obtaining capital from management and significant
shareholders sufficient to meet its minimal operating expenses and seeking
equity and/or debt financing. However management cannot provide any assurances
that the Company will be successful in accomplishing any of its plans. These
financial statements do not include any adjustments related to the
recoverability and classification of assets or the amounts and classification of
liabilities that might be necessary should the Company be unable to continue as
a going concern.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fair Value Measurements
The Company adopted the provisions of ASC Topic 820, "Fair Value Measurements
and Disclosures", which defines fair value as used in numerous accounting
pronouncements, establishes a framework for measuring fair value and expands
disclosure of fair value measurements.
The estimated fair value of certain financial instruments, including cash and
cash equivalents are carried at historical cost basis, which approximates their
fair values because of the short-term nature of these instruments.
ASC 820 defines fair value as the exchange price that would be received for an
asset or paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. ASC 820 also establishes a fair
value hierarchy, which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value.
ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1-- quoted prices in active markets for identical assets or
liabilities
Level 2 -- quoted prices for similar assets and liabilities in active
markets or inputs that are observable
Level 3 -- inputs that are unobservable (for example cash flow modeling
inputs based on assumptions) The Company has no assets or liabilities valued at
fair value on a recurring basis.
Revenue Recognition
The Company follows the guidance of the Accounting Standards Codification
("ASC") Topic 605, "Revenue Recognition." It records revenue when persuasive
evidence of an arrangement exists, services have been rendered, the selling
price to the customer is fixed or determinable and collectability of the revenue
is reasonably assured.
Start-Up Costs
In accordance with ASC 720, "START-UP COSTS", the Company expenses all costs
incurred in connection with the start-up and organization of the Company.
F-15
Income taxes
The Company uses the asset and liability method of accounting for income taxes
in accordance with ASC Topic 740, "Income Taxes." Under this method, income tax
expense is recognized for the amount of: (i) taxes payable or refundable for the
current year and (ii) deferred tax consequences of temporary differences
resulting from matters that have been recognized in an entity's financial
statements or tax returns. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in the results of operations in the period that includes the
enactment date. A valuation allowance is provided to reduce the deferred tax
assets reported if based on the weight of the available positive and negative
evidence, it is more likely than not some portion or all of the deferred tax
assets will not be realized.
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements and prescribes a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. ASC
Topic 740.10.40 provides guidance on de-recognition, classification, interest
and penalties, accounting in interim periods, disclosure, and transition. There
are no material uncertain tax positions at September 30, 2015.
NOTE 4 - CAPTIAL STOCK
The Company has 75,000,000 shares of common stock authorized with a par value of
$ 0.001 per share.
On June 8, 2015, the Company issued 5,000,000 shares at $0.001 per share for
total proceeds of $5,000 to the company's founder. As of September 30, 2015, the
Company had 5,000,000 shares issued and outstanding.
NOTE 5 - RELATED PARTY TRANSACTIONS
In support of the Company's efforts and cash requirements, it may rely on
advances from related parties until such time that the Company can support its
operations or attains adequate financing through sales of its equity or
traditional debt financing. There is no formal written commitment for continued
support by officers, directors, or shareholders. Amounts represent advances or
amounts paid in satisfaction of liabilities. The advances are considered
temporary in nature and have not been formalized by a promissory note.
Since October 16, 2014 (Inception) through September 30, 2015, the Company's
sole officer and director loaned the Company $3,617 to pay for incorporation
costs and operating expenses. As of September 30, 2015, the amount outstanding
was $3,617. The loan is non-interest bearing, due upon demand and unsecured.
F-16
PROSPECTUS
5,000,000 SHARES OF COMMON STOCK
AP EVENT INC.
---------------
DEALER PROSPECTUS DELIVERY OBLIGATION
UNTIL _____________ ___, 20___, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE
SECURITIES WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs (assuming all shares are sold) of this offering are as
follows:
SEC Registration Fee $ 11.62
Auditor Fees and Expenses $3,000.00
Legal Fees and Expenses $3,000.00
EDGAR fees $1,000.00
Transfer Agent Fees $1,000.00
---------
TOTAL $8,011.62
=========
----------
(1) All amounts are estimates, other than the SEC's registration fee.
ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS
AP Event Inc.'s Bylaws allow for the indemnification of the officer and/or
director in regards each such person carrying out the duties of his or her
office. The Board of Directors will make determination regarding the
indemnification of the director, officer or employee as is proper under the
circumstances if he has met the applicable standard of conduct set forth under
the Nevada Revised Statutes.
As to indemnification for liabilities arising under the Securities Act of 1933,
as amended, for a director, officer and/or person controlling AP Event Inc., we
have been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy and unenforceable.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Since inception, the Registrant has sold the following securities that were not
registered under the Securities Act of 1933, as amended.
Name and Address Date Shares Consideration
---------------- ---- ------ -------------
August Petrov June 6, 2015 5,000,000 $5,000.00
Husovo namesti 7, Okres Praha -
Zapad, Czech Republic 25301
We issued the foregoing restricted shares of common stock to our sole officer
and director pursuant to Section 4(2) of the Securities Act of 1933. He is a
sophisticated investor, is our sole officer and director, and is in possession
of all material information relating to us. Further, no commissions were paid to
anyone in connection with the sale of the shares and general solicitation was
not made to anyone.
II-1
ITEM 16. EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Articles of Incorporation of the Registrant *
3.2 Bylaws of the Registrant *
5.1 Opinion of Law Office of Joseph Pittera *
10.1 Service Agreement with Dnihlujis A Partneri, dated August 19, 2015 *
10.2 Service Agreement with Myzedtorg, SRO, dated October 22, 2015 *
23.1 Consent of Paritz & Company P.A.
23.2 Consent of Law Office of Joseph Pittera (contained in exhibit 5.1) *
99.1 Form of Subscription Agreement *
----------
* Previously filed
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1) To file, during any period in which offers or sales of securities are being
made, a post- effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
(ss.230.424(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
4) That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser:
(i) If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule
430B or other than prospectuses filed in reliance on Rule 430A, shall
be deemed to be part of and included in the registration statement as
of the date it is first used after effectiveness. Provided, however,
that no statement made in a registration statement or prospectus that
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is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date
of first use.
5) That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii)The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or our securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to our directors, officers and controlling
persons pursuant to the provisions above, or otherwise, we have been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Prague, Czech Republic, on
November 24, 2015.
AP EVENT INC.
By: /s/ August Petrov
---------------------------------------
Name: August Petrov
Title: President, Treasurer and Secretary
(Principal Executive, Financial and
Accounting Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
Signature Title Date
--------- ----- ----
/s/ August Petrov President, Treasurer, Secretary November 24, 2015
------------------------- and Director
August Petrov (Principal Executive, Financial
and Accounting Officer)
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