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EX-31.2 - SECTION 302 CERTIFICATION - Your Event, Inc.ex312sec302.htm
EX-32.1 - SECTION 906 CERTIFICATION - Your Event, Inc.ex321sec906.htm
EX-31.1 - SECTION 302 CERTIFICATION - Your Event, Inc.ex311sec302.htm
EX-32.2 - SECTION 906 CERTIFICATION - Your Event, Inc.ex322sec906.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended November 30, 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: 0-53164

 

YOUR EVENT, INC.

(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.)

 

4-22-10 Ebisu, Shibuya-ku Tokyo, Japan 1500013

(Address of principal executive offices)(Zip Code)

Issuer's telephone number, including area code: 81-3-3478-2830

 

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 January 17, 2012, the registrant had outstanding common stock consisted of 11,000,000 shares, $0.001 Par Value. Authorized - 70,000,000 common voting shares.

 

 
 

Table of Contents

Your Event, Inc.

Index to Form 10-Q

For the Quarterly Period Ended November 30, 2011

 

PART I Financial Information   3
     
ITEM 1. Financial Statements   3
  Balance Sheets   3
  Unaudited Statements of Operations   4
  Unaudited Statements of Cash Flows   5
  Notes to the Unaudited 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 15
     
ITEM 4T. Controls and Procedures 15
     
PART II Other Information 19
     
ITEM 1. Legal Proceedings 19
     
ITEM 1A. Risk Factors 19
     
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 19
     
ITEM 3 Defaults Upon Senior Securities 19
     
ITEM 4 Submission of Matters to a Vote of Security Holders 19
     
ITEM 5 Other Information 19
     
ITEM 6 Exhibits 20
     
  SIGNATURES 21
     

 

2

 

 
 

 

Part I. Financial Information

 

Item 1. Financial Statements

 

Your Event, Inc.

(A Development Stage Company)

Balance Sheets

 

        November 30, 2011   August 31, 2011
    ASSETS    Unaudited   Audited
Current assets:        
  Cash   $                            -   $                    2,309
  Prepaid expense   559   659
    Total current assets   559   2,968
             
TOTAL ASSETS   559   2,968
             
    LIABILITIES AND STOCKHOLDERS' EQUITY        
Current liabilities:        
  Advances from parent   15,750   -
  Accounts payable   -   3,500
  Accrued expense   -   5,000
    Total current liabilities   15,750   8,500
             
Stockholders' equity:        
  Preferred stock, $0.001 par value, 5,000,000 shares -   -
    authorized, none issued        
  Common stock, $0.001 par value, 70,000,000 shares 11,000   11,000
    authorized, 11,000,000 and 11,000,000 issued and      
    outstanding as of 11/30/2011 and 8/31/2011,        
    respectively        
  Additional paid-in capital   124,750   124,750
  Deficit accumulated during development stage   (150,941)   (141,282)
    Total stockholders' equity   (15,191)   (5,532)
TOTAL LIABILITIES AND STOCKHOLDERS'        
  EQUITY   $                       559   $                    2,968

 

The accompanying notes are an integral part of these financial statements.

 

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Your Event, Inc.

(A Development Stage Company)

Statements of Operations

(Unaudited)

 

      For the three months ending November 30, 2011   For the three months ending November 30, 2010   October 30, 2007 (inception) to November 30, 2011
Revenue $                      -   $                       -   $                                -
               
Expenses:          
  Advertising -   -   1,054
  Auditing fees (250)   20   36,560
  Officer compensation 9,559   -   9,559
  General & Administrative 350   19,515   93,768
  General & Administrative -  -   -   10,000
    related party          
    Total expenses 9,659   19,535   150,941
               
Net loss before income taxes (9,659)   (19,535)   (150,941)
               
Income tax expense -   -   -
Net (Loss) (9,659)   (19,535)   (150,941)
               
Weighted average number of common          
  shares outstanding- basic 11,000,000   11,000,000    
               
Net loss per share $0.00   $0.00    

 

 

The accompanying notes are an integral part of these financial statements.

 

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Your Event, Inc.

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

 

      For the three months ending November 30, 2011  

For the three months ending November 30, 2010

(Restated)

  October 30, 2007 (inception) to November 30, 2011
OPERATING ACTIVITIES          
Net loss (9,659)   (19,535)   (150,941)
Adjustment to reconcile net loss to net cash          
  used by operating activities:          
  (Increase) in prepaid expense 100   (795)   (559)
  Decrease in accounts (3,500)   (20)   -
    payable          
  Increase in accrued expense (5,000)   (4,750)   -
Net cash used by operating activities (18,059)   (25,100)   (151,500)
               
FINANCING ACTIVITIES          
Sale of common stock -   -   15,000
Due to related party 15,750   -   15,750
Contribution to capital -   -   120,750
Net cash provided by financing activities 15,750   -   151,500
               
NET INCREASE (DECREASE) IN CASH (2,309)   (25,100)   -
CASH - BEGINNING OF THE PERIOD 2,309   80,677   -
CASH - END OF THE PERIOD -   55,577   -
               
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 Financial Statements

November 30, 2011

(Unaudited)

 

 

NOTE 1 - FINANCIAL STATEMENTS

 

The accompanying financial statements have been prepared by Your Event, Inc. (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 November 30, 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, 2011 audited financial statements. The results of operations for the periods ended November 30, 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 in the United States of America 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 November 30, 2011, the Company has not recognized any revenues and has accumulated operating losses of $(150,941) 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 for 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.

 

 

 

 

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Your Event, Inc.

(A Development Stage Company)

Notes to the Unaudited Financial Statements

November 30, 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. No amounts exceeded federally insured limits as of November 30, 2011. There have been no losses in these accounts through November 30, 2011

 

 

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.

 

 

NOTE 6. SUBSEQUENT EVENTS

 

On November 29, 2011, the Board of Directors of Your Event, Inc., (the “Company” or the “Registrant”) appointed seven new directors. Prior to this appointment, the Board consisted of one member. The By-laws of the Company allow the appointment of up to nine (9) directors.

 

 

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Your Event, Inc.

(A Development Stage Company)

Notes to the Unaudited Financial Statements

November 30, 2011

(Unaudited)

 

 

On January 5, 2012, the Board of Directors of the Company appointed new officers. The new officers are Japanese residents, who include: Mr. Gaku Uehara, as President and Chief Executive Officer, Mr. Tetsuya Imamura, as Vice President, Mr. Tomohiro Kitamura, as Chief Financial officer, and Mr. Mitsuhiro Matsumoto as corporate secretary. Each of Mr. Uehara, Mr. Imamura, Mr. Kitamura, Mr. Matsumoto accepted the position(s) as officers of the Company. All of the new officers are also directors of the Company. Separately, Mr. Kimitaka Saito was appointed Commissioner of the Auditing Committee and External Director. The new officers will serve in their position until such time as their successors shall be appointed by the board of directors or until the earlier of their death, resignation or removal in the manner provided for in the By-laws of the Company.

 

On January 5, 2012, the Board of Directors accepted the resignation of Marilyn Montgomery, director and officer of the Company. Ms. Montgomery has been working for the Company since its inception; she desires to pursue other interests. Ms. Montgomery does not have any disagreements with the Company on any matter relating to its operations, policies or practices.

 

On January 6, 2012, the Board of Directors voted to dismiss Seale & Beers, CPAs, terminating its relationship as the Registrant's independent registered public accounting firm.

 

Also on January 6, 2012, the Board of Directors approved the appointment of and engaged Somerset CPAs, P.C. as the Registrant's independent registered public accounting firm.

 

 

8

 

 
 

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

 

 

Results of Operations

 

Overview of Current Operations

 

Your Event, Inc. (the “Company” or the “Registrant”) 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. On November 29, 2011, the Board of Directors of Your Event, Inc., appointed seven new directors. Prior to this appointment, the Board consisted of one member. On January 5, 2012, the Board of Directors of Your Event, Inc., appointed new officers, all of whom are residents of Japan. The new management of the Company is seeking new business focus areas for the Company.

 

Since the Company’s inception, Your Event, Inc. has been 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.

 

 

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 November 30, 2011, we did not generate any revenues and have incurred a cumulative net loss of $(150,941).

 

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. The next twelve (12) months is dependent on the direction and execution of the Company’s future plans of management.

 

 

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On February 4, 2011, the Company underwent a change of control of majority ownership. On January 5, 2012, the Board of Directors of Your Event, Inc., appointed new officers. The new majority owners and management are currently exploring new business opportunities. The analysis of new business opportunities and evaluating new business strategies will be undertaken by the new majority owner and/or the Company's management. In analyzing prospective businesses opportunities, the Company will consider, to the extent applicable, the available technical, financial and managerial resources of any given business venture. Part of the evaluation 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.

 

 

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.

 

 

 

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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.

 

 

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.

 

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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.

 

The new management of Your Event, Inc. is currently accessing the funding requirements to build the Company. Once the new management establishes the focus areas for the Company, management will be better under its funding requirements. At that time, management will seek different funding sources in order to initiate its business plan.

 

Results of Operations for the quarter ended November 30, 2011

 

During the quarter ended November 30, 2011, the Company had no cash and a prepaid expense of $559, as compared to cash of $2,309 and $659 in prepaid expense for the year ended August 31, 2011.

 

During the three months ended November 30, 2011, the Company had total expenses of $9,659, as compared to total expenses of $19,535 for the same period last year. The decrease in expenses represented a decrease of $18,606 in general & administrative fees to a related party. The net loss for the three months ended November 30, 2011 was $(9,659) versus a net loss of $(19,535) for the same period last year. Since inception on October 30, 2007, the Company has incurred total expenses of $150,941 through the period ended November 30, 2011.

 

 

Revenues

 

Since inception on October 30, 2007, the Company has generated no revenues.

 

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Plan of Operation

 

Management does not believe that the Company will be able to generate any significant profit during the coming year. 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.

 

Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Company's business, results of operations and financial condition. Any future acquisitions of other businesses, technologies, services or product(s) might require the Company to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, or at all, and such financing, if available, might be dilutive.

 

 

Going Concern

 

The Company experienced operating losses of $(150,941) since its inception on October 30, 2007 through the period ended November 30, 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.)

 

 

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.

 

 

 

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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 November 30, 2011, we did not have any employees. We are dependent upon our officers and directors 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 November 30, 2011, the Company had current assets of $559 and current liabilities of $15,750. 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. One officer received compensation in the amount of $9,559 for the three months ended November 30, 2011. No other amounts were paid to officers or directors during this time period.

 

 

 

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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 required for smaller reporting companies.

 

 

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, 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."

 

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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, 2011. 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, 2011.

 

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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;

 

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 August 31, 2011. 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 have just appointed one outside director to our board of directors 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.

 

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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 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.

 

 

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.

 

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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, 2011 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 November 29, 2011, the Board of Directors of Your Event, Inc., appointed seven new directors. Prior to this appointment, the Board consisted of one member. On January 5, 2012, the Board of Directors of Your Event, Inc., appointed new officers, all of whom are residents of Japan.

 

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Item 6 -- Exhibits

 

 

      Incorporated by reference
Exhibit Exhibit Description Filed herewith Form Period Ending Exhibit Filing Date
             
3.1 Articles of Incorporation, as currently in effect   SB-2  11/30/07 3.1   1/18/08
3.2

By-laws

Corrected By-laws

 

 

SB-2

 11/30/07 3.2  1/18/08
10.1 Lock-up Agreement of Common Shared dated January 15, 2008    S-1   3.3   3/04/08
31.1 Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act X        
31.2 Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act X        
32.1 Certification of Principal Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act X        
32.2 Certification of Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act X        

 

 

 

 

 

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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

Registrant

   
   
Date:  January 17, 2012 /s/ Gaku Uehara
  Name: Gaku Uehara
 

Title: President, Chief Executive Officer, Director, Principal Executive Officer

 

 

 

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