Mail Stop 3561
April 25, 2006
Hugo M. Cancio, Chief Executive Officer
Fuego Entertainment, Inc.
19250 NW 89th Court
Miami, Florida 33018
Re: Fuego Entertainment, Inc.
Amendment No. 9 to Registration Statement on Form SB-2
Filed April 17, 2006
File Nos. 333-127612
Dear Mr. Cancio:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments. The
page numbers referred to in this letter correspond to the page
numbers in the marked copy of Amendment No. 9 to the Form SB-2
registration statement you filed on EDGAR on April 17, 2006.
Financial Statements, page 36
1. We note your response to comment 10 in our letter dated April
14,
2006, but we reissue that comment.
Management`s Discussion and Analysis, page 12
Plan of Operation, page 12
2. We note your responses to comments 6 and 7 in our letter dated
April 14, 2006. Please tell us why Mr. Cancio signed the Royalty
Agreement in his capacity as your Chief Executive Officer and
individually on his own behalf when it appears that he would not
receive any returns under the agreement.
Notes to Financial Statements, page 42
4. Capitalized Production Costs, page 45
3. We note your response to comment 11 in our letter dated April
14,
2006. Your suggested charge to income of $1,800 in capitalized
production costs suggests that substantially all of the four
episodes
of the Trader Show featuring Mr. Pulliccino will be utilized in
the
final production of the project. Please note that you have
disclosed
filming four episodes costing $39,152 as of November 30, 2005. In
your response, please support your basis for estimating that
substantially all of the deferred production costs will be used in
the final version of the Trader Show. Please revise your
disclosure
to state that you intend to use substantially all of the currently
capitalized production costs in the final production of the
project,
if applicable. Also, your disclosure still states you will be
using
these four episodes for selling the project rather than in the
final
production. Please revise your disclosure to accurately reflect
the
appropriate accounting treatment based on the existing facts and
circumstances.
Part II - Information Not Required In Prospectus, page 49
Undertakings, page 54
4. We note your response to comment 12 in our letter dated April
14,
2006. Please revise to include the undertakings required by Item
512(g)(2) of Regulation S-B.
Exhibit 23.1
5. We note your response to comment 13 in our letter dated April
14,
2006 and we reissue that comment. We refer you to page 34 where
you
describe Braverman International P.C. as experts in auditing and
accounting.
* * * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
You may contact Brian McAllister, Staff Accountant, at (202) 551-
3341, or Donna DiSilvio, Senior Accountant, at (202) 551-3202, if
you
have questions regarding comments on the financial statements and
related matters. Please contact John Fieldsend, Staff Attorney,
at
(202) 551-3343, Peggy Kim, Senior Attorney, at (202) 551-3411, or
me
at (202) 551-3720 with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: William D. O`Neal, Esq.
The O`Neal Law Firm, P.C.
Via Fax: (480) 816-9241