SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2016
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
COMMISSION FILE NO. 333-206745
AP EVENT INC.
(Exact name of registrant as specified in its charter)
Husovo namesti 7,
Okres Praha - Zapad,
Czech Republic 25301
Tel. +420228885852
Email: apeventinc@yandex.com
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [ ] No [X]
As of December 8, 2016, the registrant had 6,280,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of December 8, 2016.
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TABLE OF CONTENTS
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ITEM 1. DESCRIPTION OF BUSINESS
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
GENERAL
Our primary services are as follows: delivering a touristic service to broad public. 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.
We plan to organize complex tours or offer each feature of our tours separately. A complex tour includes the following features:
- 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);
- admission to the music event;
- a guided excursion around a particular city or location 4) accommodation (regarding possible demands of our potential clients by accommodation we mean hostels or B&B’s)
- catering, for additional fee upon request;
ITEM 1A. RISK FACTORS
Smaller reporting companies are not required to provide the information required by this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 2. DESCRIPTION OF PROPERTY
We do not own or rent any real estate or other properties.
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ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
As of November 9, 2016, the 6,280,000 issued and outstanding shares of common stock were held by a total of 30 shareholders of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal years ended June 30, 2016. We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.
Recent Sales of Unregistered Securities
None.
Purchase of our Equity Securities by Officers and Directors
Other Stockholder Matters
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ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities. There can be no assurance we will be successful in raising the funds we require to implement our business plan.
FISCAL YEAR ENDED JUNE 30, 2016 COMPARED TO THE PERIOD FROM INCEPTION (OCTOBER 16, 2014) TO JUNE 30, 2015
Revenue
During fiscal years ended June 30, 2016, the Company generated $8,500 in revenue.
Operating Expenses
During the fiscal year ended June 30, 2016, we incurred total expenses of $18,565 compared to $4,607 during the period from Inception (October 16, 2014) to June 30, 2015. Total expenses during the fiscal year ended June 30, 2016 were comprised of $10,100 in accounting and legal expenses (2015: $4,000), amortization expenses of $743, bank charges of $326 (2015: $72), transfer agent fees of $5,825 and $1,571 in miscellaneous expenses (2015: $535).
The increase between the two periods was due to the increased scale and scope of our business operations.
Net Losses
Our net loss for the fiscal year ended June 30, 2016 was $10,065 compared to a net loss of $4,607 for the period from Inception (October 16, 2014) to June 30, 2015 due to the factors described above.
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LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2016, our current assets were $24,108 comprising of $24,108 in cash. We had $1,937 in equipment. Our total assets were $26,045. Our current liabilities were $10,117 comprising of an advance form related party of $3,617 and accrued expenses of $6,500.
Stockholders’ equity was $15,928 as of June 30, 2016.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the fiscal years ended June 30, 2016 and for the period from Inception (October 16, 2014) to June 30, 2015, net cash flows used in operating activities were $6,322 and $1,107 respectively.
Cash Flows from Investing Activities
For the fiscal year ended June 30, 2016 and for the period from Inception (October 16, 2014) to June 30, 2015 cash flow used in investing activities were $2,680 and $0 respectively.
Cash Flows from Financing Activities
We have financed our operations primarily from the sale of shares of our common stock and by way of loan from a shareholder. For the fiscal year ended June 30, 2016 and for the period from Inception (October 16, 2014) to June 30, 2015, net cash flows from investing activities were $28,600 and $5,617 respectively. For the fiscal year ended June 30, 2016, $25,600 was received from proceeds from the sale of shares of our common stock and $3,000 from proceeds from loans from a related party. For the period from Inception (October 16, 2014) to June 30, 2015, $5,000 was received from proceeds from the sale of shares of our common stock and $617 was received by way of loan from a related party.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
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MATERIAL COMMITMENTS
As of the date of this Annual Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Annual Report, we do not have any 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 that are material to investors.
GOING CONCERN
The independent auditors' report accompanying our June 30, 2016 and June 30, 2015 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to smaller reporting companies.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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MICHAEL GILLESPIE & ASSOCIATES, PLLC
CERTIFIED PUBLIC ACCOUNTANTS
10544 ALTON AVE NE
SEATTLE, WA 98125
206.353.5736
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. as of June 30, 2016 and the related statements of operations, stockholders’ deficit and cash flows for the year then ended 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 audit. The financial statements of AP Event, Inc. as of June 30, 2015 were audited by other auditors whose report dated September 1, 2015, expressed an unqualified opinion on those statements.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 audits provide a reasonable basis for our opinion.
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, 2016 and the results of its operations, stockholders’ deficit and cash flows for the year then ended in conformity with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, the company has had significant operating losses; a working capital deficiency and its need for new capital raise substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC
Seattle, Washington
December 6, 2016
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Statement of Operations