SEC Comment Letter for Sky Century Investment, Inc. (SKYI) (CIK 0001555017) (SKYI) — Feb 19, 2013
Sky Century Investment, Inc. (SKYI) (CIK 0001555017)
Date: Feb. 19, 2013 · CIK: 0001555017 · Accession: 0000000000-13-009228
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-183373
Referenced dates: November 16, 2012
Letter
February 19, 2013 Via E -mail Sergio Galli, President Band Rep Management, Inc. 112 North Curry Street Carson City, NV 89703
Re: Band Rep Management, Inc. Amendment No. 3 to Registration Statement on Form S -1 Filed January 31, 2013 File No. 333-183373
Dear Mr. Sergio :
We have reviewed Amendment No.3 to your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respo nd to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
Risk Factors, page 11
The Company may not be able to generate sufficient cash flow …, page 12
1. We note your response to comment 3 of our letter dated November 16, 2012. We reissue our comment in part. Please advise whether there is a written agreement associated with your debt obligation.
Sergio Galli, President Band Rep Management, Inc. February 19, 2013 Page 2
Description of Business, page 24
Regulatory Matters, page 26
2. We note your response to comment 4 of our letter dated November 16, 2012. We reissue our comment. Please expand your disclosure to discuss the regulations applicable to companies based in Canada or other jurisdictions in which you inten d to conduct business, not just securities regulations or Nevada law. Please discuss the impact these regulations may have on investors. If there are no laws that would impact investors, please affirmatively state that there are no laws that would impact investors.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of th e effective date of the pending regist ration statement please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant t o delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effect iveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for accele ration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Sergio Galli, President Band Rep Management, Inc. February 19, 2013 Page 3
You may contact Howard Efron at (202)551 -3439 or Kevin Woody, Accounting Branch Chief at (202)551 -3629 if you have questions regarding comments on the financial statements and related matters. Please contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3233 with any other questions.
Sincerely,
/s/ Tom K luck
Show Raw Text
February 19, 2013 Via E -mail Sergio Galli, President Band Rep Management, Inc. 112 North Curry Street Carson City, NV 89703 Re: Band Rep Management, Inc. Amendment No. 3 to Registration Statement on Form S -1 Filed January 31, 2013 File No. 333-183373 Dear Mr. Sergio : We have reviewed Amendment No.3 to your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respo nd to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Risk Factors, page 11 The Company may not be able to generate sufficient cash flow …, page 12 1. We note your response to comment 3 of our letter dated November 16, 2012. We reissue our comment in part. Please advise whether there is a written agreement associated with your debt obligation. Sergio Galli, President Band Rep Management, Inc. February 19, 2013 Page 2 Description of Business, page 24 Regulatory Matters, page 26 2. We note your response to comment 4 of our letter dated November 16, 2012. We reissue our comment. Please expand your disclosure to discuss the regulations applicable to companies based in Canada or other jurisdictions in which you inten d to conduct business, not just securities regulations or Nevada law. Please discuss the impact these regulations may have on investors. If there are no laws that would impact investors, please affirmatively state that there are no laws that would impact investors. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event you request acceleration of th e effective date of the pending regist ration statement please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant t o delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effect iveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for accele ration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Sergio Galli, President Band Rep Management, Inc. February 19, 2013 Page 3 You may contact Howard Efron at (202)551 -3439 or Kevin Woody, Accounting Branch Chief at (202)551 -3629 if you have questions regarding comments on the financial statements and related matters. Please contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3233 with any other questions. Sincerely, /s/ Tom K luck Tom Kluck Legal Branch Chief