Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 to
FORM 10-Q/A
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|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2011
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 000-53164
YOUR EVENT, INC.
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(Exact name of registrant as specified in its charter)
Nevada 26-1375322
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7065 W. Ann Road, #130-110, Las Vegas, Nevada 89130
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(Address of principal executive offices)(Zip Code)
Issuer's telephone number, including area code: (877) 871-4552
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 such shorter period that the
registrant was 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 whether the Registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller reporting company.
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|
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes |X| No |_|
As of May 9, 2011, the registrant's outstanding common stock consisted
of 11,000,000 shares, $0.001 Par Value. Authorized - 70,000,000 common
voting shares.
Explanatory Note
----------------
We are filing this Amendment No. 1 on Form 10-Q/A for the quarter ended
February 28, 2011 to amend our Form 10-Q originally filed with the U. S.
Securities and Exchange Commission on April 14, 2011. We are filing this
amendment for the purpose of providing corrected information concerning
our Controls and Procedures under Item 4.
Unless otherwise expressly stated, this Amendment No. 1 does not reflect events
occurring after the filing of the original Form 10-Q, or modify or update in
any way disclosures contained in the original Form 10-Q.
Table of Contents
Your Event, Inc.
Index to Form 10-Q
For the Quarterly Period Ended February 28, 2011
Part I. Financial Information
Page
Item 1. Financial Statements
Condensed Balance Sheets 3
Condensed Statements of Operations 4
Condensed Statements of Cash Flows 5
Notes to the Unaudited Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
Item 4T. Controls and Procedures 16
Part II Other Information
Item 1. Legal Proceedings 20
Item 1A. Risk Factors 20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
Item 3 -- Defaults Upon Senior Securities 20
Item 4 -- Submission of Matters to a Vote of Security Holders 20
Item 5 -- Other Information 20
Item 6. Exhibits 21
Signatures 22
2
Part I. Financial Information
Item 1. Financial Statements
Your Event, Inc.
(A Development Stage Company)
Condensed Balance Sheets
February 28, August 31,
2011 2010
(Unaudited) (Audited)
---------- ----------
ASSETS
Current Assets:
Cash $ 3,857 $ 80,677
Prepaid expense 1,645 1,525
---------- ----------
Total current assets 5,502 82,202
---------- ----------
TOTAL ASSETS $ 5,502 $ 82,202
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,000 $ 2,040
Accrued expense - 4,750
---------- ----------
Total liabilities 2,000 6,790
---------- ----------
Stockholders' equity:
Preferred stock: $0.001 par value, 5,000,000
shares authorized, no shares issued or
outstanding - -
Common stock: $0.001 par value, 70,000,000
shares authorized, 11,000,000 and 11,000,000
shares issued and outstanding as of
2/28/11 and 8/31/10, respectively 11,000 11,000
Additional paid-in capital 124,750 124,750
(Deficit) accumulated during development stage (132,248) (60,338)
---------- ----------
Total stockholders' equity 3,502 75,412
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,502 $ 82,202
========== ==========
The accompanying notes are an integral part of these financial statements.
3
Your Event, Inc.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
For the three For the six October 30,
months ended months ended 2007
February 28, February 28, (Inception)
--------------------- --------------------- to
2010 2010 February 28,
2011 (Restated) 2011 (Restated) 2010
---------- ---------- ---------- ---------- ------------
REVENUE $ - $ - $ - $ - $ -
EXPENSES:
Advertising - - - - 1,054
Auditing fees 1,500 1,520 1,520 1,520 28,810
General &
Administrative 50,875 643 70,390 1,011 92,384
General & Administrative-
Related Party - 1,000 - 2,000 10,000
---------- ---------- ---------- ---------- ------------
Total expenses 52,375 3,163 71,910 4,531 132,248
---------- ---------- ---------- ---------- ------------
Net (loss) before
income taxes (52,375) (3,163) (71,910) (4,531) (132,248)
Provision for
income taxes - - - - -
---------- ---------- ---------- ---------- ------------
NET (LOSS) $ (52,375) $ (3,163) $ (71,910) $ (4,531) $ (132,248)
========== ========== ========== ========== ============
NET (LOSS) PER
SHARE - BASIC AND
FULLY DILUTED $ (0.00) $ (0.00) $ (0.01) $ (0.00)
========== ========== ========== ==========
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING -
BASIC AND
FULLY DILITED 11,000,000 11,000,000 11,000,000 11,000,000
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
4
Your Event, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
For the
For the six period from
For the six months ended October 30, 2007
months ended February 28, (Inception) to
February 28, 2010 February 28,
2011 (Restated) 2011
-------------- -------------- ---------------
OPERATING ACTIVITIES
Net (loss) $ (71,910) $ (4,531) $ (132,248)
Adjustments to reconcile
net loss to net cash used
by operating activities:
(Increase)decrease in:
Prepaid expense (120) - (1,645)
Increase(decrease) in:
Accounts payable (40) (30) 2,000
Accrued expense (4,750) (3,000) -
-------------- -------------- ---------------
Net cash (used) by
operating activities (76,820) (7,561) (131,893)
-------------- -------------- ---------------
FINANCING ACTIVITIES
Sales of common stock - - 15,000
Contributed capital - 8,050 120,750
-------------- -------------- ---------------
Net cash provided by
financing activities - 8,050 135,750
-------------- -------------- ---------------
NET CHANGE IN CASH (76,820) 489 3,857
CASH AT BEGINNING OF PERIOD 80,677 407 -
-------------- -------------- ---------------
CASH AT END OF PERIOD $ 3,857 $ 896 $ 3,857
============== ============== ===============
SUPPLEMENTAL DISCLOSURES:
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
Non-cash transactions $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
5
Your Event, Inc.
(A Development Stage Company)
Notes to the Unaudited Condensed Financial Statements
February 28, 2011
(Unaudited)
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at February 28, 2011 and for
all periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. It
is suggested that these condensed financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's
August 31, 2010 audited financial statements. The results of operations for
the periods ended February 28, 2011 and 2010 are not necessarily indicative
of the operating results for the full year.
NOTE 2 - GOING CONCERN
These condensed financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. As of February 28, 2011,
the Company has not recognized any revenues and has accumulated operating
losses of $(132,248) since inception. The Company's ability to continue
as a going concern is contingent upon the successful completion of
additional financing arrangements and its ability to achieve and maintain
profitable operations. Management plans to raise equity capital to finance
the operating and capital requirements of the Company. Amounts raised will
be used to further development of the Company's products, to provide
financing for marketing and promotion, to secure additional property and
equipment, and for other working capital purposes. While the Company is
putting forth its best efforts to achieve the above plans, there is no
assurance that any such activity will generate funds that will be available
for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments that might arise from this uncertainty.
6
Your Event, Inc.
(A Development Stage Company)
Notes to the Unaudited Condensed Financial Statements
February 28, 2011
(Unaudited)
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
NOTE 4 - CONCENTRATION OF CREDIT RISK
Cash Balances
-------------
The Company maintains its cash in financial institutions in the United
States. Balances maintained in the United States are insured by the Federal
Deposit Insurance Corporation (FDIC). Deposit accounts at FDIC-insured
institutions are insured up to at least $250,000 per depositor until
December 31, 2013.
NOTE 5. RECENT ACCOUNTING PRONOUNCEMENTS
The Company has evaluated all recent accounting pronouncements and believes
that none of them will have a material effect on the Company's financial
statements.
7
Your Event, Inc.
(A Development Stage Company)
Notes to the Unaudited Condensed Financial Statements
February 28, 2011
(Unaudited)
NOTE 6. RESTATEMENT
Due to an accounting error, the Company has restated its financial statements
as of and for the three and six months ended February 28, 2010 to reflect a
correction to an expense of $20 for audit fees and $1,000 for accounting and
bookkeeping fees that were not previously recorded, resulting in an
understatement of expenses for the three month period of $1,020. The Company
failed to accrue additional accounting services from a related party that had
been delivered each quarter since inception, of $1,000 per quarter.
The Company's summarized financial statements comparing the restated
financial statements to those originally filed are as follows:
For the three For the six
months ended months ended
February 28, 2010 February 28, 2010
----------------- -----------------
Original Restated Change Original Restated Change
-------- -------- -------- -------- -------- --------
STATEMENT OF OPERATIONS
Expenses:
Auditing fees 1,500 1,520 (20) 1,500 1,520 (20)
General &
Administrative-
Related Party - 1,000 (1,000) - 2,000 (2,000)
-------- -------- -------- -------- -------- --------
Total Expenses 2,143 3,163 (1,020) 2,511 4,531 (2,020)
-------- -------- -------- -------- -------- --------
Net (Loss) $(2,143) (3,163) 1,020 (2,511) (4,531) 2,020
======== ======== ======== ======== ======== ========
STATEMENT OF CASH FLOWS
Net (loss) (2,511) (4,531) 2,020
Adjustments to reconcile
net loss to net cash used
by operating activities:
Increase in:
Accounts payable (50) (30) (20)
Accrued expense (5,000) (3,000) (2,000)
-------- -------- --------
Net cash (used) by operating activities (7,561) (7,561) -
NOTE 7. SUBSEQUENT EVENTS
The Company has evaluated subsequent events from February 28, 2011 through
the date the financial statements are issued, and has determined that no
such events have occurred.
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking Information
The Company may from time to time make written or oral "forward-looking
statements" including statements contained in this report and in other
communications by the Company, which are made in good faith by the Company
pursuant to the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995.
These forward-looking statements include statements of the Company's plans,
objectives, expectations, estimates and intentions, which are subject to
change based on various important factors (some of which are beyond the
Company's control). The following factors, in addition to others not listed,
could cause the Company's actual results to differ materially from those
expressed in forward looking statements: the strength of the domestic and
local economies in which the Company conducts operations, the impact of
current uncertainties in global economic conditions and the ongoing financial
crisis affecting the domestic and foreign banking system and financial
markets, including the impact on the Company's suppliers and customers,
changes in client needs and consumer spending habits, the impact of
competition and technological change on the Company, the Company's ability to
manage its growth effectively, including its ability to successfully
integrate any business which it might acquire, and currency fluctuations.
All forward-looking statements in this report are based upon information
available to the Company on the date of this report. The Company undertakes
no obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events, or otherwise, except
as required by law.
Critical Accounting Policies
----------------------------
There have been no material changes to our critical accounting policies and
estimates from the information provided in Item 7, "Management's Discussion
and Analysis of Financial Condition and Results of Operations", included in
our Annual Report for the fiscal year ended August 31, 2010.
9
Results of Operations
---------------------
Overview of Current Operations
------------------------------
Your Event, Inc. was incorporated in the state of Nevada on October 30, 2007.
We have not generated any revenue to date and we are a development stage
company. Your Event, Inc. is focused on becoming an event planning company
primarily serving the Las Vegas, Nevada market. Our goal is to plan
corporate events such as conventions, business conferences, and product
launches, as well as social events such as weddings, reunions, and
anniversaries, and develop and implement a marketing and sales program to
sell these event planning services.
Activities to date have been limited primarily to organization, initial
capitalization, establishing an appropriate operating facility in Las Vegas,
Nevada, and commencing our initial operational plans. As of the date of this
annual report, the Company has developed a business plan, established
administrative offices and begun contracting potential clients for our
services.
Our Business
------------
We are a small, start-up company that has not generated any revenues and has
no current contracts to plan or produce events. Since our inception on
October 30, 2007 through February 28, 2011, we did not generate any revenues
and have incurred a cumulative net loss of $(132,248).
Based on the small size of our Company, management views that it requires
funding for two separate areas of the company's business. This first
includes paying for the legal and accounting expenses to keep the Company
full reporting; the second includes funding to build the actual business
operations of the Company.
We have not generated any revenues, we expect losses over the next twelve
(12) months since we have no revenues to offset the expenses associated in
executing our business plan. Management has determined that an additional
$200,000 will be needed to build its business operations to its full
capacity. These funds will help finance the renting of additional office
space, the hiring and training of additional employees, and the marketing
efforts needed to fully launch our operations. In the meantime, management
plans to initiate its business operations on a limited basis, by building a
customer base and hosting events where it has the capacity to do so.
10
Industry Background
-------------------
Individuals and groups hire event planners for the simple reason that they
lack the time or experience to plan their events themselves. Independent
planners can step in and give these events the attention that they deserve.
Generally speaking, special events occur for the following purposes:
1. Celebrations - for example, fairs, parades, weddings, reunions,
birthdays, or anniversaries;
2. Education - for example, conferences, meetings, or graduations;
3. Promotions - for example, product launches, political rallies, or
fashion shows; and
4. Commemorations - for example, memorials or civic events.
There are two basic markets for event planning services: corporate and
social. For the purposes of this discussion, the term "corporate" includes
not only companies but also charities and non-profit organizations. Companies
host trade shows, conventions, company picnics, holiday parties and meetings
for staff members, board members or stockholders. Charities and non-profit
organizations host gala fundraisers, receptions and athletic competitions,
among other events to expand their public support base and raise funds.
Finally, the social market includes weddings, birthdays, anniversaries,
reunions, and other similar events.
Event planning agencies typically are asked to perform a variety of tasks
related to any one event. These tasks include, but are certainly not limited
to, the designing of the event, locating and securing event sites, arranging
for food, beverage, and entertainment, planning and arranging transportation
to and from the event, sending invitations to attendees, arranging any
necessary accommodations for attendees, coordinating the activities of event
personnel, and event supervision.
The events industry in the United States is fragmented with several local and
regional vendors that provide a limited range of services in two main
segments: 1) business communications and event management; and 2) meeting,
conferences and trade shows. The industry also consists of specialized
vendors such as production companies, meeting planning companies, and
destination logistics companies that may offer their services outside of the
events industry.
According to an event marketing study conducted by PROMO Magazine ("PROMO")
in 2005, and published in its April 1, 2006 edition, marketers spent $171
billion in event marketing in 2005, up 3% from the previous year.
Additionally, according to The George P. Johnson Co.'s annual survey,
EventView '05/'06, as reported by PROMO, 96% of marketing executives use
events in their marketing mix. Because of these trends, Your Event, Inc.
believes it is positioned to gain a greater share of the market for event
production services and grow its operations moving forward.
11
Marketing Strategy
------------------
Your Event, Inc. will generate leads through its relationship with Thin Air,
Inc., a licensed, bonded and insured travel agency. Thin Air, Inc. has been
in business booking business travel since 2003, and the Company expects to
market its event planning services to Thin Air, Inc.'s existing travel
clients. The first step to be taken by Your Event, Inc. is to develop a
marketing letter to be sent to a select group of Thin Air, Inc.'s established
client base. This marketing letter will introduce Thin Air, Inc.'s clients
to Your Event Inc.'s services. Based upon the responses received from this
marketing letter, the marketing letter will be refined, and then sent to Thin
Air, Inc.'s entire client base, which totals over 1,000 clients. Your Event,
Inc. will then follow up with clients who respond to the second marketing
letter by telephone to conduct further market research and solicit business.
It is anticipated that approximately 50 potential clients will respond to the
second marketing letter.
Business Strategy
-----------------
Our business strategy centers around integrating modern event planning
disciplines, marketing and sales tools and techniques with traditional
service elements currently found in the event planning business. Our
business strategy will focus on the following:
o Leverage our event planning assets; and
o Build our operations to include Groups, Meetings & Incentives;
o Offer special event planning for associations and corporations
To effectively build our business, we will require the establishment of a
solid clientele ranging from medium and large size associations as well as
companies to address this type of client's event planning needs.
Products and Services
---------------------
The Company's event planning services will be tailored to fit the needs
of each individual client. The specific services offered by Your Event, Inc.
will include the following:
1. Creating an event design. Your Event, Inc. will work with the client to
design themes and decor for their event.
2. Finding and securing sites for events.
3. Arranging for food, decor and entertainment for the event.
4. Planning transportation to and from the event.
5. Arranging any necessary hotel accommodations for attendees.
6. Coordinating activities of event personnel.
7. On-site event supervision.
12
Competition
-----------
Many of the Company's competitors include other event planning agencies,
caterers, and catering and event departments at the various Las Vegas hotel-
casinos. Many business and social groups may use these competitors before
they would consider utilizing the services of Your Event, Inc. These
competing individuals and entities are significantly larger and have
substantially greater financial, industry recognition and other resources
than Your Event, Inc.
There is no assurance that the Company will be able to compete successfully
against present or future competitors or that competitive pressures faced by
the Company will not have a material adverse effect on the Company.
Your Event, Inc.'s Funding Requirements
---------------------------------------
We do not have sufficient capital to become fully operational. We will
require additional funding to sustain operations. There is no assurance that
we will have revenue in the future or that we will be able to secure the
necessary funding to develop our business. Without additional funding, it is
most likely that our business model will fail, and we shall be forced to
cease operations.
Management anticipates Your Event, Inc. will require at least $200,000 to
help finance the renting of additional office space, the hiring and training
of additional employees, and the marketing efforts needed to fully launch our
operations. Management will continue to seek different funding sources in
order to initiate its business plan. Management has been seeking funding
from a number of sources, but has not secured any funding at this time.
Management has been unable to raise the necessary capital during these weak
economic conditions.
Results of Operations for the quarter ended February 28, 2011
-------------------------------------------------------------
During the quarter ended February 28, 2011, the Company had cash of $3,857
and a prepaid expense for transfer fees of $1,645, as compared to cash of
$80,677 and $1,525 in prepaid expense for the year ended August 31, 2010.
During the three months ended February 28, 2011, the Company had expenses of
$52,375, as compared to expenses of $3,163 for the same period last year.
The increase in expenses represented the payment of one-time legal fees.
During the six months ended February 28, 2011, the Company had expenses of
$71,910, as compared to expenses of $4,531 for the same period last year.
Since inception on October 30, 2007, the Company has incurred total
expenses of $132,248 through the period ended February 28, 2011.
13
Revenues
--------
During the six month period ended February 28, 2011, the Company generated
no revenues and compared to no revenues for the same period last year.
Since inception on October 30, 2007, the Company has generated no revenues.
Plan of Operation
-----------------
Management does not believe that the Company will be able to generate any
significant profit during the coming year. Management has agreed to keep the
Company funded at its own expense, without seeking reimbursement for expenses
paid. The Company's need for capital may change dramatically if it can
generate additional revenues from its operations. In the event the Company
requires additional funds, the Company will have to seek loans or equity
placements to cover such cash needs. There are no assurances additional
capital will be available to the Company on acceptable terms.
Management is currently exploring various business strategies to help the
Company's business. This includes evaluating various options and strategies.
The analysis of new business opportunities and evaluating new business
strategies will be undertaken by or under the supervision of the Company's
sole Officer. In analyzing prospective businesses opportunities, management
will consider, to the extent applicable, the available technical, financial
and managerial resources of any given business venture. Management will also
consider the nature of present and expected competition; potential advances
in research and development or exploration; the potential for growth and
expansion; the likelihood of sustaining a profit within given time frames;
the perceived public recognition or acceptance of products, services, trade
or service marks; name identification; and other relevant factors.
The Company anticipates that the results of operations of a specific business
venture may not necessarily be indicative of the potential for future
earnings, which may be impacted by a change in marketing strategies, business
expansion, modifying product emphasis, changing or substantially augmenting
management, and other factors. Management will analyze all relevant factors
and make a determination based on a composite of available information,
without reliance on any single factor.
Going Concern
-------------
Going Concern - The Company experienced operating losses, of $(132,248) since
its inception on October 30, 2007 through the period ended February 28, 2011.
The financial statements have been prepared assuming the Company will
continue to operate as a going concern which contemplates the realization of
assets and the settlement of liabilities in the normal course of business. No
adjustment has been made to the recorded amount of assets or the recorded
amount or classification of liabilities which would be required if the
Company were unable to continue its operations. (See Financial Footnote 2.)
14
Summary of any product research and development that we will perform for the
term of our plan of operation
----------------------------------------------------------------------------
We do not anticipate performing any additional significant product research
and development under our current plan of operation.
Expected purchase or sale of plant and significant equipment
------------------------------------------------------------
We do not anticipate the purchase or sale of any plant or significant
equipment; as such items are not required by us at this time.
Significant changes in the number of employees
----------------------------------------------
As of February 28, 2011, we did not have any employees. We are dependent
upon our sole officer and director for our future business development. As
our operations expand we anticipate the need to hire additional employees,
consultants and professionals; however, the exact number is not quantifiable
at this time.
Liquidity and Capital Resources
-------------------------------
As of February 28, 2011, the Company had current assets of $5,502 and current
liabilities of $2,000. The Company has limited financial resources
available, which has had an adverse impact on the Company's liquidity,
activities and operations. These limitations have adversely affected the
Company's ability to obtain certain projects and pursue additional business.
Without realization of additional capital, it would be unlikely for the
Company to continue as a going concern. In order for the Company to remain
a Going Concern it will need to find additional capital. Additional working
capital may be sought through additional debt or equity private placements,
additional notes payable to banks or related parties (officers, directors or
stockholders), or from other available funding sources at market rates of
interest, or a combination of these. The ability to raise necessary
financing will depend on many factors, including the nature and prospects of
any business to be acquired and the economic and market conditions prevailing
at the time financing is sought. Management has been seeking outside funding
for the Company with little success. The current economic downturn has made
it difficult to find new capital sources for the Company. No assurances can
be given that any new financing can be obtained to future the Company's
business plan. As a result of our the Company's current limited available
cash, no officer or director received compensation through the three months
ended February 28, 2011. No officer or director received stock options or
other non-cash compensation since the Company's inception through
February 28, 2010. The Company has no employment agreements in place with
its officers. Nor does the Company owe its officers any accrued
compensation, as the Officers agreed to work for company at no cost, until
the company can become profitable on a consistent Quarter-to-Quarter basis.
15
Off-Balance Sheet Arrangements
------------------------------
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 or operations,
liquidity, capital expenditures or capital resources that is material
to investors.
Critical Accounting Policies and Estimates
------------------------------------------
Revenue Recognition: We recognize revenue from product sales once all of the
following criteria for revenue recognition have been met: pervasive evidence
that an agreement exists; the services have been rendered; the fee is fixed
and determinable and not subject to refund or adjustment; and collection of
the amount due is reasonable assured.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4T. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
------------------------------------------------
Our disclosure controls and procedures, as defined in Rule 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are designed to ensure that information required to be
disclosed in reports filed or submitted under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in
rules and forms adopted by the SEC, and that such information is accumulated
and communicated to management, including the Chief Executive Officer and
the Chief Financial Officer, to allow timely decisions regarding required
disclosures.
Management, with the participation of the Chief Executive Officer and the
Chief Financial Officer, who is also the sole member of our Board of
Directors, has evaluated the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this report. Based
on such evaluation, the Chief Executive Officer and the Chief Financial
Officer concluded that, our disclosure controls and procedures were not
effective. Our disclosure controls and procedures were not effective
because of the "material weaknesses" described below under "Management's
report on internal control over financial reporting," which are in the
process of being remediated as described below under "Management Plan
to Remediate Material Weaknesses."
16
Management's Report on Internal Control over Financial Reporting
----------------------------------------------------------------
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial
reporting, as defined in rules promulgated under the Exchange Act, is a
process designed by, or under the supervision of, our Chief Executive Officer
and Chief Financial Officer and affected by our Board of Directors,
management and other personnel to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with GAAP. Internal control
over financial reporting includes those policies and procedures that:
o pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of our assets;
o provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP, and that
our receipts and expenditures are being made only in accordance with
authorizations of our management and our Board of Directors; and
o provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have
a material effect on our financial statements
Because of its inherent limitations, a system of internal control over
financial reporting can provide only reasonable, not absolute, assurance
that the objectives of the control system are met and may not prevent or
detect misstatements. Internal control over financial reporting is a process
that involves human diligence and compliance and is subject to lapses in
judgment and breakdowns resulting from human failures. Internal control
over financial reporting also can be circumvented by collusion or improper
override. Because of such limitations, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are
known features of the financial reporting process, and it is possible to
design into the process safeguards to reduce, though not eliminate, this
risk. Further, over time control may become inadequate because of changes in
conditions or the degree of compliance with the policies or procedures may
deteriorate.
Our management assessed the effectiveness of our internal control over
financial reporting as of August 31, 2010. In making its assessment,
management used the criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO"). Based on its assessment, management has
concluded that we had certain control deficiencies described below that
constituted material weaknesses in our internal controls over financial
reporting. As a result, our internal control over financial reporting was
not effective as of August 31, 2010.
17
A "material weakness" is defined under SEC rules as a deficiency, or a
combination of deficiencies, in internal control over financial reporting
such that there is a reasonable possibility that a material misstatement of
a company's annual or interim financial statements will not be prevented or
detected on a timely basis by the company's internal controls. As a result
of management's review of the investigation issues and results, and other
internal reviews and evaluations that were completed after the end of
quarter related to the preparation of management's report on internal
controls over financial reporting required for this quarterly report on
Form 10-Q, management concluded that we had material weaknesses in our
control environment and financial reporting process consisting of the
following:
1) lack of a functioning audit committee due to a lack of a majority of
independent members and a lack of a majority of outside directors on our
board of directors, resulting in ineffective oversight in the establishment
and monitoring of required internal controls and procedures;
2) inadequate segregation of duties consistent with control objectives; and
3) ineffective controls over period end financial disclosure and reporting
processes.
We do not believe the material weaknesses described above caused any
meaningful or significant misreporting of our financial condition and results
of operations for the fiscal year ended June 30, 2009. However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures, which could result in a material
misstatement in our financial statements in future periods.
Management Plan to Remediate Material Weaknesses
------------------------------------------------
Management is pursuing the implementation of corrective measures to address
the material weaknesses described below. In an effort to remediate the
identified material weaknesses and other deficiencies and enhance our
internal controls, we have initiated, or plan to initiate, the following
series of measures:
We will create a position to segregate duties consistent with control
objectives and will increase our personnel resources and technical accounting
expertise within the accounting function when funds are available to us.
We plan to appoint one or more outside directors to our board of directors who
shall be appointed to an audit committee resulting in a fully functioning audit
committee who will undertake the oversight in the establishment and monitoring
of required internal controls and procedures such as reviewing and approving
estimates and assumptions made by management when funds are available to us.
18
We believe the remediation measures described above will remediate the
material weaknesses we have identified and strengthen our internal control
over financial reporting. We are committed to continuing to improve our
internal control processes and will continue to diligently and vigorously
review our financial reporting controls and procedures. As we continue to
evaluate and work to improve our internal control over financial reporting,
we may determine to take additional measures to address control deficiencies
or determine to modify, or in appropriate circumstances not to complete,
certain of the remediation measures described above.
Changes in Internal Control over Financial Reporting
----------------------------------------------------
There were no changes in our internal control over financial reporting (as
such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)
during the most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
This amended quarterly report does not include an attestation report of the
Corporation's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation
by the Corporation's registered public accounting firm pursuant to temporary
rules of the SEC that permit the Corporation to provide only the management's
report in this quarterly report.
(c) Changes in internal controls over financial reporting
----------------------------------------------------------
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
19
PART II. OTHER INFORMATION
Item 1 -- Legal Proceedings
From time to time, we may become involved in various lawsuits and legal
proceedings which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in
these or other matters may arise from time to time that may harm our
business.
We are not presently a party to any material litigation, nor to the knowledge
of management is any litigation threatened against us, which may materially
affect us.
Item 1A - Risk Factors
See Risk Factors set forth in Part I, Item 1 of the Company's Annual Report
on Form 10K for the fiscal year ended August 31, 2009 and the discussion in
Item 1, above, under "Liquidity and Capital Resources."
Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3 -- Defaults Upon Senior Securities
None.
Item 4 -- Submission of Matters to a Vote of Security Holders
None.
Item 5 -- Other Information
On February 4, 2011, Marilyn Montgomery, the sole officer and director, in a
private transaction transferred ownership of her 8,200,000 control shares to
Million Win Investments (HK) Limited, located in Hong Kong, P.R.C. Million
Win Investments (HK) Limited now owns 74.5% issued and outstanding shares of
the Company. With the change of ownership control, Marilyn Montgomery has
agreed to maintain her positions as sole officer and director of the Company.
20
Item 6 -- Exhibits
Incorporated by reference
-------------------------
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
-----------------------------------------------------------------------------
3.1 Your Event, Inc. Articles SB-2 3.1 1-18-08
of Incorporation currently
in effect
-----------------------------------------------------------------------------
3.2 Bylaws as currently SB-2 3.2 1-18-08
in effect
-----------------------------------------------------------------------------
10.1 Lock-up Agreement of Common S-1 10.1 3-04-08
Shares dated January 15, 2008
-----------------------------------------------------------------------------
31.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
302 of the Sarbanes-Oxley
Act
-----------------------------------------------------------------------------
32.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
906 of the Sarbanes-Oxley
Act
-----------------------------------------------------------------------------
21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Your Event, Inc.
------------------------
Registrant
By: /s/ Marilyn Montgomery
------------------------------
Name: Marilyn Montgomery
Title: President/CFO/Director
Dated: May 9, 2011
-----------
22
