SEC Company Response from ASAP SHOW, INC. (CIK 0001339854) — Dec 8, 2005
ASAP SHOW, INC. (CIK 0001339854)
Date: Dec. 8, 2005 · CIK: 0001339854 · Accession: 0001185185-05-000442
AI Filing Summary & Sentiment
Letter
VIA OVERNIGHT DELIVERY AND EDGAR -------------------------------- Charito A. Mittelman, Esq. United States Securities and Exchange Commission 100 F Street NE Washington, DC 20549 MAIL STOP 4561
RE: ASAP SHOW, INC. (THE "COMPANY") REGISTRATION STATEMENT ON FORM 10 SB FILE NUMBER 0-51554
Dear Ms. Mittelman:
This is in response to the staff's comment letter of October 31, 2005 regarding the Registration Statement on Form 10 SB filed on behalf of ASAP Show, Inc. (the "Company") on October 3, 2005.
Enclosed please find one copy of (i) the amended Registration Statement filed on EDGAR on December 8, 2005 and (ii) two copies of the marked version of such Registration Statement.
The responses set forth below refer to the marked version of the Registration Statement filed herewith and are numbered to correspond to each of your comments.
General -------
1. Please note that the Form 10 goes effective by lapse of time 60 days after the date filed pursuant to Section 12(g)(1) of the Securities Exchange Act of 1934. If our comments are not addressed within this 60-day time period, you should consider withdrawing the Form 10 prior to effectiveness and refilling a new Form 10 including changes responsive to our comments. If you choose not to withdraw, you will be subject to the reporting requirements under Section 13(a) of the Securities Exchange Act of 1934. In addition, we will continue to review your filing until all of our comments have been addressed.
RESPONSE: The Company acknowledges that it is subject to the reporting requirements under Section 13 (a) of the Securities Exchange Act of 1934 (the `Exchange Act").
<PAGE>
2. Please amend your filing to include your most recent quarter ended August 31, 2005.
RESPONSE: Comment complied with. See pages 53 through 55 of the Form 10 SB.
Forward - Looking Statements ----------------------------
3. Delete the reference to the Private Securities Litigation Reform Act of 1995 since it does apply to issuers who are not subject to the reporting requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934. Refer to Section 21E (a) (1) of the Securities Act of 1934.
RESPONSE: Comment complied with. See page 3 of the Form 10 SB.
Description of Business and Background - Beginning on page 3 ------------------------------------------------------------
4. Please explain the meaning of "business-to-business international stock lot trading and logistics company."
RESPONSE: Comment complied with. See page 3 of the Form 10 SB.
Reorganization, page 3 ----------------------
5. Please revise the disclosure regarding the agreement with KI Equity to clarify when the transaction will close, whose shares will be issued and who will receive the proceeds.
RESPONSE: Comment complied with. See page 4 of the Form 10 SB.
6. Please disclose the date the shareholders of CYBER MERCHANTS EXCHANGE approved the reorganization of the company as summarized here.
RESPONSE: Comment complied with. See page 4 of the Form 10 SB.
7. Please also disclose when shareholders approved the amended and restated Securities Purchase Agreement with KI Equity, and if not, please tell us why shareholder approval was not required.
RESPONSE: Shareholder approval of the Amended and Restated Securities Purchase Agreement was not required since the changes were relatively minor and the shareholders had previously approved the transaction in concept.
Transfer, page 4 ----------------
8. Disclose the extent to which any of the funds acquired by KI Equity under the Securities Purchase Agreement will be used to pay off the outstanding credit balance owed to Yuan.
RESPONSE: Comment complied with. See page 5 of the Form 10 SB.
<PAGE>
Overview of ASAP Show Services, page 6 --------------------------------------
9. Please clarify that the Internet Sourcing Network, the Global Financial Platform, and the Logistics and Warehousing are in their developmental stage as indicated in the related risk factor on page 9.
RESPONSE: Comment complied with. See page 7 of the Form 10 SB.
ASAP Buying Trip, page 6 ------------------------
10. Please explain how the U.S. Cotton Council, American Apparel and Footwear Association, American Apparel Production Network and other leading apparel corporation and associations "overwhelmingly" expressed their support for the "reverse trade-show" mentioned here. Please also explain the function of the named entities and how their support is relevant to your business.
RESPONSE: Comment complied with. See page 7 of the Form 10 SB.
Material World, page 6 ----------------------
11. Expand your discussion to describe further the terms of the exclusive agreement with Material World. In your discussion, please clarify how the 50% profit share is calculated.
RESPONSE: Comment complied with. See page 7 of the Form 10 SB.
The Internet Sourcing Network, page 6 -------------------------------------
11. Expand to explain further the stock lot transactions and discuss the steps taken by the company in focusing on this area of their business as mentioned in the last sentence.
RESPONSE: Comment complied with. See page 7 of the Form 10 SB.
Global Financial Platform, page 6 ---------------------------------
13. Please expand here and in your Intellectual Property section on page 10 to explain where you are in the patent process for the Global Financial Platform.
RESPONSE: Comment complied with. See pages 8 and 14 of the Form 10 SB.
14. In the second paragraph, please explain your basis for describing the testing of the Global Financial Platform by CIT and Bank Sinopac as "successful." In your response, please describe how the platform was tested and describe the results in further detail. We note disclosure in your risk factor section that the Global Financial Platform is in the developmental stages.
RESPONSE: Comment complied with. See page 8 of the Form 10 SB.
<PAGE>
15. Disclose the basis for management's belief that the Global Financial Platform would be a large revenue source for ASAP in the future.
RESPONSE: Comment complied with. See page 8 of the Form 10 SB.
Logistics and Warehousing, page 7 ---------------------------------
16. Describe the "logistics" and warehouse service in more detail, for example, by disclosing what types of "logistics" are necessary in your business and the services you provide to meet those needs. Please also disclose how revenues, if any, are derived from this aspect of your business.
RESPONSE: Comment complied with. See page 8 of the Form 10 SB.
Revenue Model - Beginning on Page 7 -----------------------------------
Trade Shows -----------
17. Please provide support for the annual gross revenue expected from trade shows for 2006.
RESPONSE: Comment complied with. See page 9 of the Form 10 SB.
18. Please also clarify that there is no guarantee that the trade shows will continue to generate revenue as mentioned in the related risk factor on page 9.
RESPONSE: Comment complied with. See page 9 of the Form 10 SB.
Logistics and Warehousing, page 7 ---------------------------------
19. Revise to define a "logistic company."
RESPONSE: Comment complied with. See page 10 of the Form 10 SB.
Competition, page 8 -------------------
20. In the last paragraph of this section, revise to specify how your management team is more experienced than the management team of your competitors. We note from your disclosure that MAGIC was founded in 1933. Explain more specifically which services you offer that are not offered by your competitors.
RESPONSE: Comment complied with. See page 10 of the Form 10 SB.
Risk Factors, page 8 --------------------
<PAGE>
21. Please revise your risk factor subheadings so that each one conveys the risk that you are describing. Currently, some of your subheadings merely state a fact about your business or general business risk.
RESPONSE: Comment complied with. See pages 11 through 14 of the Form 10 SB.
22. Please expand the risk factor section to discuss the following risks:
o any material impact on your business should you be unable to secure the patent on your Global Financial Platform and/or re-establish a relationship and enter into another agreement with CIT to continue your Global Financial Platform;
RESPONSE: Comment complied with. See page 12 of the Form 10 SB.
o your dependence on financing from your CEO and largest shareholder Mr. Yuan;
RESPONSE: Comment complied with. See page 12 of the Form 10 SB.
o your dependence on trade show attendance by exhibitors; and
RESPONSE: Comment complied with. See pages 11 and 12 of the Form 10 SB.
o that there is currently no public market for your stock.
RESPONSE: Comment complied with. See page 12 of the Form 10 SB.
23. We note from the Transfer and Assumption Agreement filed as exhibit 2.2 of Cyber Merchants Exchange's Form 10-KSB that ASAP is responsible for payment of the finder's fee to Robert Papiri/Alan Frankle as mentioned in section 3 of the agreement. That payment does not appear to be related to the purchase and assumption agreement. If this and other "transaction costs" include fees for other expenses that do not appear to be expenses accrued by Cyber Merchant Exchange in conducting its prior business or in connection with the assumption agreement, please consider risk factor disclosure.
RESPONSE: There are no other transaction costs not accrued by Cyber Merchants Exchange or in connection with the Transfer Agreement.
We are subject to government regulation, page 8 -----------------------------------------------
24. We note that you are subject to both U.S. and international regulations. Please revise this risk factor to discuss U.S. and international regulations in independent risk factors. In your discussion on international regulations, please specify the regulations applicable to the countries where the material portion of your business originates so that investors can better evaluate the magnitude of the risk on your business specifically. For example, when discussing the WTO's bilateral agreements with other countries, name the countries that materially contribute to your business in terms of revenue contribution and discuss briefly the
<PAGE>
specific limitations imposed by the WTO agreements. Where possible, describe how any specific changes in regulations, including changes in quotas or tariffs, have materially impacted your business in the past.
RESPONSE: Comment complied with. See page 11 of the Form 10 SB.
24. It is unclear why you have identified yourself as an early stage company with limited operating history since you have essentially assumed the business, in all respects, of Cyber Merchant's Exchange which was incorporated in 1996. Please revise or advise.
RESPONSE: Comment complied with. See page 11 of the Form 10 SB.
We have a history of operating losses, page 9 ---------------------------------------------
25. Please disclose the date of inception and quantify the net losses in the most recent period. Disclose that you currently have a shareholder deficit of $869,215.
RESPONSE: Comment complied with. See page 12 of the Form 10 SB.
We have not proven the profit potential of our business model, page 9 ---------------------------------------------------------------------
26. Please revise the heading to remove the implication that your business model has profit potential.
RESPONSE: Comment complied with. See page 12 of the Form 10 SB.
We face intense competition, page 9 -----------------------------------
27. Please remove the mitigating language relating to ASAP's advantages over its competitors.
RESPONSE: Comment complied with. See page 12 of the Form 10 SB.
We are dependent on our foreign alliances, page 9 -------------------------------------------------
29. Please expand to specify who the "foreign alliances" are and how they contribute to your business so that investors can evaluate the risks of your losing these alliances. Please also specify the nature of your relationship with them and disclose the terms of any written agreements.
RESPONSE: Comment complied with. See pages 12 and 13 of the Form 10 SB.
30. Please add another risk factor discussing the political and economic risks associated with doing business in any particular country whose business materially contributes to your revenue. We note the passing reference to this risk in the last sentence of the risk factor.
<PAGE>
RESPONSE: Comment complied with. See new disclosure on pages 12 and 13 relating to foreign alliances in the Form 10 SB.
31. In the new risk factor please specify the change in economic conditions you are referring to in the last sentence here.
RESPONSE: Comment complied with. See new disclosure on pages 12 and 13 relating to foreign alliances in the Form 10 SB.
We depend upon key members, page 10 -----------------------------------
32. Expand to discuss the impact a disruption in your providing service
Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
James Vandeberg
jvandeberg@ottolaw.com
206-838-9735
December 8, 2005
VIA OVERNIGHT DELIVERY AND EDGAR
--------------------------------
Charito A. Mittelman, Esq.
United States Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
MAIL STOP 4561
RE: ASAP SHOW, INC. (THE "COMPANY")
REGISTRATION STATEMENT ON FORM 10 SB
FILE NUMBER 0-51554
Dear Ms. Mittelman:
This is in response to the staff's comment letter of October 31, 2005
regarding the Registration Statement on Form 10 SB filed on behalf of ASAP Show,
Inc. (the "Company") on October 3, 2005.
Enclosed please find one copy of (i) the amended Registration Statement
filed on EDGAR on December 8, 2005 and (ii) two copies of the marked version of
such Registration Statement.
The responses set forth below refer to the marked version of the
Registration Statement filed herewith and are numbered to correspond to each of
your comments.
General
-------
1. Please note that the Form 10 goes effective by lapse of time 60 days
after the date filed pursuant to Section 12(g)(1) of the Securities
Exchange Act of 1934. If our comments are not addressed within this
60-day time period, you should consider withdrawing the Form 10
prior to effectiveness and refilling a new Form 10 including changes
responsive to our comments. If you choose not to withdraw, you will
be subject to the reporting requirements under Section 13(a) of the
Securities Exchange Act of 1934. In addition, we will continue to
review your filing until all of our comments have been addressed.
RESPONSE: The Company acknowledges that it is subject to the
reporting requirements under Section 13 (a) of the Securities
Exchange Act of 1934 (the `Exchange Act").
1
<PAGE>
2. Please amend your filing to include your most recent quarter ended
August 31, 2005.
RESPONSE: Comment complied with. See pages 53 through 55 of the Form
10 SB.
Forward - Looking Statements
----------------------------
3. Delete the reference to the Private Securities Litigation Reform Act
of 1995 since it does apply to issuers who are not subject to the
reporting requirements of Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934. Refer to Section 21E (a) (1) of the Securities
Act of 1934.
RESPONSE: Comment complied with. See page 3 of the Form 10 SB.
Description of Business and Background - Beginning on page 3
------------------------------------------------------------
4. Please explain the meaning of "business-to-business international
stock lot trading and logistics company."
RESPONSE: Comment complied with. See page 3 of the Form 10 SB.
Reorganization, page 3
----------------------
5. Please revise the disclosure regarding the agreement with KI Equity
to clarify when the transaction will close, whose shares will be
issued and who will receive the proceeds.
RESPONSE: Comment complied with. See page 4 of the Form 10 SB.
6. Please disclose the date the shareholders of CYBER MERCHANTS
EXCHANGE approved the reorganization of the company as summarized
here.
RESPONSE: Comment complied with. See page 4 of the Form 10 SB.
7. Please also disclose when shareholders approved the amended and
restated Securities Purchase Agreement with KI Equity, and if not,
please tell us why shareholder approval was not required.
RESPONSE: Shareholder approval of the Amended and Restated
Securities Purchase Agreement was not required since the changes
were relatively minor and the shareholders had previously approved
the transaction in concept.
Transfer, page 4
----------------
8. Disclose the extent to which any of the funds acquired by KI Equity
under the Securities Purchase Agreement will be used to pay off the
outstanding credit balance owed to Yuan.
RESPONSE: Comment complied with. See page 5 of the Form 10 SB.
2
<PAGE>
Overview of ASAP Show Services, page 6
--------------------------------------
9. Please clarify that the Internet Sourcing Network, the Global
Financial Platform, and the Logistics and Warehousing are in their
developmental stage as indicated in the related risk factor on page
9.
RESPONSE: Comment complied with. See page 7 of the Form 10 SB.
ASAP Buying Trip, page 6
------------------------
10. Please explain how the U.S. Cotton Council, American Apparel and
Footwear Association, American Apparel Production Network and other
leading apparel corporation and associations "overwhelmingly"
expressed their support for the "reverse trade-show" mentioned here.
Please also explain the function of the named entities and how their
support is relevant to your business.
RESPONSE: Comment complied with. See page 7 of the Form 10 SB.
Material World, page 6
----------------------
11. Expand your discussion to describe further the terms of the
exclusive agreement with Material World. In your discussion, please
clarify how the 50% profit share is calculated.
RESPONSE: Comment complied with. See page 7 of the Form 10 SB.
The Internet Sourcing Network, page 6
-------------------------------------
11. Expand to explain further the stock lot transactions and discuss the
steps taken by the company in focusing on this area of their
business as mentioned in the last sentence.
RESPONSE: Comment complied with. See page 7 of the Form 10 SB.
Global Financial Platform, page 6
---------------------------------
13. Please expand here and in your Intellectual Property section on page
10 to explain where you are in the patent process for the Global
Financial Platform.
RESPONSE: Comment complied with. See pages 8 and 14 of the Form 10
SB.
14. In the second paragraph, please explain your basis for describing
the testing of the Global Financial Platform by CIT and Bank Sinopac
as "successful." In your response, please describe how the platform
was tested and describe the results in further detail. We note
disclosure in your risk factor section that the Global Financial
Platform is in the developmental stages.
RESPONSE: Comment complied with. See page 8 of the Form 10 SB.
3
<PAGE>
15. Disclose the basis for management's belief that the Global Financial
Platform would be a large revenue source for ASAP in the future.
RESPONSE: Comment complied with. See page 8 of the Form 10 SB.
Logistics and Warehousing, page 7
---------------------------------
16. Describe the "logistics" and warehouse service in more detail, for
example, by disclosing what types of "logistics" are necessary in
your business and the services you provide to meet those needs.
Please also disclose how revenues, if any, are derived from this
aspect of your business.
RESPONSE: Comment complied with. See page 8 of the Form 10 SB.
Revenue Model - Beginning on Page 7
-----------------------------------
Trade Shows
-----------
17. Please provide support for the annual gross revenue expected from
trade shows for 2006.
RESPONSE: Comment complied with. See page 9 of the Form 10 SB.
18. Please also clarify that there is no guarantee that the trade shows
will continue to generate revenue as mentioned in the related risk
factor on page 9.
RESPONSE: Comment complied with. See page 9 of the Form 10 SB.
Logistics and Warehousing, page 7
---------------------------------
19. Revise to define a "logistic company."
RESPONSE: Comment complied with. See page 10 of the Form 10 SB.
Competition, page 8
-------------------
20. In the last paragraph of this section, revise to specify how your
management team is more experienced than the management team of your
competitors. We note from your disclosure that MAGIC was founded in
1933. Explain more specifically which services you offer that are
not offered by your competitors.
RESPONSE: Comment complied with. See page 10 of the Form 10 SB.
Risk Factors, page 8
--------------------
4
<PAGE>
21. Please revise your risk factor subheadings so that each one conveys
the risk that you are describing. Currently, some of your
subheadings merely state a fact about your business or general
business risk.
RESPONSE: Comment complied with. See pages 11 through 14 of the Form
10 SB.
22. Please expand the risk factor section to discuss the following
risks:
o any material impact on your business should you be unable to secure
the patent on your Global Financial Platform and/or re-establish a
relationship and enter into another agreement with CIT to continue
your Global Financial Platform;
RESPONSE: Comment complied with. See page 12 of the Form 10 SB.
o your dependence on financing from your CEO and largest shareholder
Mr. Yuan;
RESPONSE: Comment complied with. See page 12 of the Form 10 SB.
o your dependence on trade show attendance by exhibitors; and
RESPONSE: Comment complied with. See pages 11 and 12 of the Form 10
SB.
o that there is currently no public market for your stock.
RESPONSE: Comment complied with. See page 12 of the Form 10 SB.
23. We note from the Transfer and Assumption Agreement filed as exhibit
2.2 of Cyber Merchants Exchange's Form 10-KSB that ASAP is
responsible for payment of the finder's fee to Robert Papiri/Alan
Frankle as mentioned in section 3 of the agreement. That payment
does not appear to be related to the purchase and assumption
agreement. If this and other "transaction costs" include fees for
other expenses that do not appear to be expenses accrued by Cyber
Merchant Exchange in conducting its prior business or in connection
with the assumption agreement, please consider risk factor
disclosure.
RESPONSE: There are no other transaction costs not accrued by Cyber
Merchants Exchange or in connection with the Transfer Agreement.
We are subject to government regulation, page 8
-----------------------------------------------
24. We note that you are subject to both U.S. and international
regulations. Please revise this risk factor to discuss U.S. and
international regulations in independent risk factors. In your
discussion on international regulations, please specify the
regulations applicable to the countries where the material portion
of your business originates so that investors can better evaluate
the magnitude of the risk on your business specifically. For
example, when discussing the WTO's bilateral agreements with other
countries, name the countries that materially contribute to your
business in terms of revenue contribution and discuss briefly the
5
<PAGE>
specific limitations imposed by the WTO agreements. Where possible,
describe how any specific changes in regulations, including changes
in quotas or tariffs, have materially impacted your business in the
past.
RESPONSE: Comment complied with. See page 11 of the Form 10 SB.
24. It is unclear why you have identified yourself as an early stage
company with limited operating history since you have essentially
assumed the business, in all respects, of Cyber Merchant's Exchange
which was incorporated in 1996. Please revise or advise.
RESPONSE: Comment complied with. See page 11 of the Form 10 SB.
We have a history of operating losses, page 9
---------------------------------------------
25. Please disclose the date of inception and quantify the net losses in
the most recent period. Disclose that you currently have a
shareholder deficit of $869,215.
RESPONSE: Comment complied with. See page 12 of the Form 10 SB.
We have not proven the profit potential of our business model, page 9
---------------------------------------------------------------------
26. Please revise the heading to remove the implication that your
business model has profit potential.
RESPONSE: Comment complied with. See page 12 of the Form 10 SB.
We face intense competition, page 9
-----------------------------------
27. Please remove the mitigating language relating to ASAP's advantages
over its competitors.
RESPONSE: Comment complied with. See page 12 of the Form 10 SB.
We are dependent on our foreign alliances, page 9
-------------------------------------------------
29. Please expand to specify who the "foreign alliances" are and how
they contribute to your business so that investors can evaluate the
risks of your losing these alliances. Please also specify the nature
of your relationship with them and disclose the terms of any written
agreements.
RESPONSE: Comment complied with. See pages 12 and 13 of the Form 10
SB.
30. Please add another risk factor discussing the political and economic
risks associated with doing business in any particular country whose
business materially contributes to your revenue. We note the passing
reference to this risk in the last sentence of the risk factor.
6
<PAGE>
RESPONSE: Comment complied with. See new disclosure on pages 12 and
13 relating to foreign alliances in the Form 10 SB.
31. In the new risk factor please specify the change in economic
conditions you are referring to in the last sentence here.
RESPONSE: Comment complied with. See new disclosure on pages 12 and
13 relating to foreign alliances in the Form 10 SB.
We depend upon key members, page 10
-----------------------------------
32. Expand to discuss the impact a disruption in your providing service