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EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION - CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER. - MeeMee Media Inc.exh32-1.htm
EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION - PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER. - MeeMee Media Inc.exh31-1.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 JANUARY 31, 2012
   
OR
 
   
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-52961

NO SHOW, INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

36 Lombard Street, Suite 700
Toronto, Ontario
Canada M5C 2X3
(Address of principal executive offices, including zip code.)

(416) 941-9069
(telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 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 the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 
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 [   ]

At March 5, 2012, the Registrant had 15,650,000 common shares outstanding.






 
 

 

NO SHOW, INC.

Index to Form 10-Q
For the Quarterly Period Ended January 31, 2012


   
Page
PART I
FINANCIAL INFORMATION
 
     
     
Item 1
Financial Statements
 
     
 
Condensed Balance Sheets as of January 31, 2012 and July 31, 2011
2
     
 
Condensed Statements of  Operations for the three and six months ended January 31, 2012
and 2011
3
     
 
Condensed Statements of Cash Flows for the three and six months ended January 31, 2012
and 2011
4
     
 
Notes to the Condensed Financial Statements
5
     
Item 2
Management’s Discussion and Analysis of Financial Condition and Results of Operation
8
     
Item 3
Quantitative and Qualitative Disclosures About Market Risk
12
     
Item 4
Controls and Procedures
12
     
     
PART II
OTHER INFORMATION
 
     
     
Item 1
Legal Proceedings
13
     
Item 2
Unregistered Sales of  Equity Securities and Use of Proceeds
13
     
Item 3
Defaults Upon Senior Securities
13
     
Item 4
Reserved
13
     
Item 5
Other Information
13
     
Item 6
Exhibits
13
     
Signatures
 
14





 
 

 

PART I.  FINANCIAL INFORMATION

ITEM 1.          FINANCIAL STATEMENTS

No Show, Inc.
(A Development Stage Company)
Condensed Balance Sheets
(Expressed in US Dollars)
(Unaudited)

 
January 31,
   
July 31,
 
 
2012
   
2011
 
           
ASSETS
         
           
Current Assets:
         
Cash
$ 33,087     $ 12,535  
Prepaid expenses
  6,773       -  
Total current assets
  39,860       12,535  
               
TOTAL ASSETS
$ 39,860     $ 12,535  
               
               
               
LIABILITIES AND STOCKHOLDERS’ EQUITY (Deficit)
             
               
Current Liabilities:
             
Accounts payable
$ 29,281     $ 19,484  
Due to related party
  672       65,672  
               
Total Current Liabilities
  29,953       85,156  
               
               
Stockholders’ Equity (Deficit):
             
               
Common Stock, $0.001 par value, 75,000,000 shares authorized
15,650,000 and 15,050,000 shares issued and outstanding
as of 01/31/12 and 07/31/11 respectively
  15,650       15,050  
Additional Paid-in Capital
  230,650       81,250  
Deficit Accumulated During Development Stage
  (236,393 )     (168,921 )
               
Total Stockholders’ Equity (Deficit)
  9,907       (72,621 )
               
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (Deficit)
$ 39,860     $ 12,535  




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


2

 
 

 

No Show, Inc.
(A Development Stage Company)
Condensed Statements of Operations
(Expressed in US Dollars)
(Unaudited)


             
August 23, 2005
 
 
For the Three Months
   
For the Six Months
   
(inception)
 
 
Ended January 31,
   
Ended January 31,
   
To January 31,
 
 
2012
   
2011
   
2012
   
2011
   
2012
 
                             
                             
REVENUE
$ ––     $ ––     $ ––     $ ––     $ ––  
                                       
EXPENSES
                                     
                                       
Advertising
  ––       ––       ––       ––       26,711  
General and administrative expenses
  55,481       2,583       67,472       40,326       209,682  
                                       
Total Expenses
  55,481       2,583       67,472       40,326       236,393  
                                       
                                       
NET LOSS FROM OPERATIONS
$ (55,481 )   $ (2,583 )   $ (67,472 )   $ (40,326 )   $ (236,393 )
                                       
                                       
NET (LOSS) PER SHARE- BASIC
$ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )        
                                       
                                       
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
(BASIC AND FULLY DILUTED)
  15,326,087       15,050,000       15,188,043       15,050,000          

















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


3

 
 

 

No Show, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
(Expressed in US Dollars)
(Unaudited)


 
For the Six
   
For the Six
   
August 23, 2005
 
 
Months Ended
   
Months Ended
   
(inception)
 
 
January 31, 2012
   
January 31, 2011
   
to January 31, 2012
 
                 
                 
OPERATING ACTIVITIES
               
                 
Net (loss)
$ (67,472 )   $ (40,326 )   $ (236,393 )
                       
Adjustment to reconcile net loss to net cash provided
(used) by operating activities:
                     
                       
Increase (decrease) in accounts payable
  9,797       13,341       29,281  
(Increase) decrease in prepaid expenses
  (6,773 )     ––       (6,773 )
Expenses paid by related parties
  (65,000 )     26,985       672  
                       
                       
Net Cash (Used) By Operating Activities
  (129,448 )     ––       (213,213 )
                       
                       
FINANCING ACTIVITIES
                     
Issuances of common stock
  150,000       ––       251,000  
Advances from related party
  ––       ––       ––  
Cancellation of common stock
  ––       ––       (30,000 )
Contributed capital
  ––       ––       25,300  
                       
Net Cash Provided From Financing Activities
  150,000       ––       246,300  
                       
NET CHANGE IN CASH
  20,552       ––       33,087  
                       
                       
CASH AND EQUIVALENTS –BEGINNING OF PERIOD
  12,535       ––       ––  
                       
                       
CASH AND EQUIVALENTS – END OF PERIOD
$ 33,087     $ ––     $ 33,087  
                       
SUPPLEMENTAL DISCLOSURES:
                     
                       
Interest paid
$ ––     $ ––     $ ––  
Income taxes paid
$ ––     $ ––     $ ––  
Non-cash transactions
                     
Contributed capital
$ ––     $ 2,000     $ 25,300  
Expenses paid by Related Parties
$ ––     $ ––     $ 672  



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


4

 
 

 

NO SHOW, INC.
(A Development Stage Company)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS
January 31, 2012


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 January 31, 2012 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 July 31, 2011 audited financial statements.  The results of operations for the period ended January 31, 2012 are not necessarily indicative of the operating results for the full year.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.


NOTE 2.          GOING CONCERN

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business.  The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future.  At January 31, 2012 the Company has limited cash resources and will likely require new financing, either through loans from officers, debt financing, equity offerings or business combinations to continue the development of its business; however, there can be no assurance that management will be successful in raising the funds necessary to maintain operations, or that a self-supporting level of operations will ever be achieved. The likely outcome of these future events is indeterminable. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations.  As of January 31, 2012, the Company has never generated any revenues and has accumulated losses of $236,393 since inception.  These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.




5

 
 

 

NOTE 3.          RECENT PRONOUNCEMENTS

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.


NOTE 4.          STOCKHOLDERS’ EQUITY

Common Stock

In May 2006, the Company issued 50,000 shares of its $0.001 par value common stock pursuant to a regulation 504 offering.

On September 30, 2006, the Company issued 6,000,000 shares of its $0.001 par value common stock pursuant to a regulation 506 offering.

In May 2007, the Company issued 15,000,000 shares of its $0.001 par value common stock pursuant to a regulation 506 offering.

During the fiscal year ending July 31, 2009, the Company’s former corporate counsel agreed to prepare, write, Edgarize and provide legal opinion for the Company’s interim reports and Form 10-K filing, which the law firm valued at $10,000. The law firm decided to contribute this capital based on its recommendation that the Company engage the services of an auditor, who had his licensed revoked and was not able to complete the Company’s audit for the past fiscal year. Based on this decision, the Company needed to engage a new auditor.

On December 7, 2009, the Company issued 18,000,000 shares of its common stock at $0.004 per share for $70,000 cash.

On December 8, 2009, the Company paid two shareholders $30,000 for the return and cancellation of their 15,000,000 shares of common stock.

On March 22, 2010, one of our former officers and former directors returned 9,000,000 shares of our common stock in the belief that it was in our best interest and in the interest of other shareholders to do so because the cancellation of these shares would increase the shareholder value of the common stock.  No compensation was paid to the former officer and former director for the cancellation of her shares, and a $9,000 adjustment was made to additional paid-in capital on the Company’s balance sheet.

On July 24, 2010 the Company repurchased 9,000,000 common shares from a former officer and director of the Company.  The shares were repurchased at the value of $0.0006 per share for $5,000 cash.

On July 24, 2010, the Company issued 9,000,000 shares of its common stock at $0.0006 per share for $5,000 cash.

During the fiscal year ending July 31, 2011, the Company’s former corporate counsel agreed to settle $2,000 against the final balance owing to the law firm.  This amount is being recorded as contributed capital.

On December 8 2011, the Company issued 400,000 shares of its common stock at $0.25 per share for $100,000 cash.

On January 12, 2012, the Company issued 200,000 shares of its common stock at $0.25 per share for $50,000 cash.

There have been no other issuances of common stock.


6

 
 

 

NOTE 5.          RELATED PARTY TRANSACTIONS

As at January 31, 2012, our President is owed $672 (July 31, 2011 - $65,672) for loans and payments made directly to vendors on behalf of the Company, having been reimbursed $65,000 during the period just ended.  The amount due is unsecured, non-interest bearing and due on demand.

The officers and directors of the Company are involved in other business activities. These persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.


NOTE 6.          RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform with the current year presentation.

During the quarter ending January 31, 2011 the Company’s former corporate counsel agreed to settle $2,000 against the final balance owing to the law firm.  The Company recorded $2,000 as a recovery on its statement of operations and cash flow statements.  For the financial statements for the fiscal year ending July 31, 2011 this amount was reclassified and recorded as contributed capital, resulting in changes to the amount previously recorded as a loss on the statement of operations and cash flow statements.


NOTE 7.          SUBSEQUENT EVENTS

Subsequent to the end of the reporting period $15,062 of a payable due to a law firm was settled for $5,000.




























7

 
 

 

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.

In this Form 10-Q references to “No Show”, “the Company”, “we”, “us” and “our” refer to No Show, Inc.

Limited Operating History
 
There is limited historical financial information about our company upon which to base an evaluation of our future performance.  We are a development stage corporation and have not generated any revenues from operations.  We cannot guarantee that we will be successful in our business operations.  We are subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible delays in the exploitation of business opportunities.  We may fail to adopt a business model and strategize effectively or fail to revise our business model and strategy should industry conditions and competition change.

We have limited resources and there is no assurance that future financing will be available to us on acceptable terms. Additional equity financing could result in dilution to existing shareholders.

Overview of Operations

We were incorporated in the State of Nevada on August 23, 2005.  We maintain our statutory registered agent’s office at 1802 North Carson Street, Suite 108, Carson City, NV 89701 and our business office is Suite 700, 36 Lombard Street, Toronto, Ontario, Canada M5C 2X3. Our telephone number is (416) 941-9069.

Our original business was to involve the design and marketing of women’s intimate apparel.  Emphasis was on utilizing fabric and stitch design which would not show through regular clothing as undergarments.  We had developed a few strategies to accomplish this goal.  Management had planned to shop for clothing contract manufacturers outside of the U.S. preferably Mexico to produce our intimate apparel garments but had not enlisted or signed any contract manufacturing contracts or agreements.  Management had developed two patterns for our intimate apparel garments and was in the process of identifying the type of fabrics to be used for future products.  The process to identify the fabrics to be used included the following:  a) availability of the fabric; b) cost of the fabric; c) durability; d) moisture-wicking fabric (a moisture-wicking fabric is a fabric that pulls moisture away from the skin to keep the body dry, as compared to a natural fiber like cotton that retains moisture; e) comfortable; f) a fabric which will allow invisible seams; and g) a machine washable fabric.
8

 
 

 

In an effort to identify a source to supply a fabric which met these criteria, management had requested sample material (known in the industry as a “swatches”) and prices from various suppliers in the U.S., China and Mexico.  The suppliers contacted had not been responsive, as they recognized that No Show is a start-up company with no operating history.  Management utilized every effort to find a supplier that would be willing to work with the Company.  The search for suppliers was made utilizing the internet and the Thomas Register Directory (an industry source book).

We were unsuccessful in our efforts to locate a suitable fabric, and as a result re-evaluated our business direction and gave consideration to seeking other viable business opportunities for the Company.

On December 8, 2009, a change in control occurred and our new management contemplated venturing into the development of skin care products built around the naturally occurring bioflavinoid “catechin”.   Catechins are found in grape seeds and grape skins as well as in green tea.  The highest concentrations of catechin are found in the Black Acacia Catechu Tree, where the name derives and is the only source of commercially viable 99.9% pure catechin.  It is believed that catechin has anti-oxidant properties that help prevent the damage done to cells by free radicals.  Catechin as an agent in skin care products are considered helpful for solar UV light-induced human skin disorders and particularly premature aging.

Our business plan was to rely on third party subcontractors and suppliers to provide raw product materials, components and to formulate and package the finished goods. The contracted third parties would also provide order fulfillment, warehousing and distribution services.  We planned to purchase all of our raw materials from several third party suppliers and manufacturers pursuant to purchase orders without any long-term agreements.  We would be dependent upon manufacturers for the production (manufacturing) of all of our future products.  We did not plan on selling our product(s) directly to the end user.  Our intent was to establish relationships with specialty retailers, spas, salons and distributors, the majority of which are on a purchase order basis, without long term commitments. Our marketing plan was to hire outside graphic designer and public relations firms to create and maintain product support literature, catalogs, mailings, web-based advertising, newsletters, editorials, and press releases.

Unfortunately we were unable to secure and develop working relationships with third party subcontractors to provide the raw product materials and formulate the skin care products and as a result we have been exploring alternative business opportunities.  We have not identified any new business opportunities and have no agreements related to such opportunities at this time.

We have no employees and own no property. We do not intend to perform any further operations until a merger or acquisition candidate is located and a merger or acquisition consummated. We can now be defined as a “shell company” whose sole purpose at this time is to locate and consummate a merger and/or acquisition with an operating entity.

Liquidity and Capital Resources

At January 31, 2012, we had total assets consisting of $33,087 in cash and $6,773 in prepaid expenses.   Our liabilities were $29,953, resulting in a working capital balance of $9,907, compared to $12,535 in total assets and total liabilities of $85,156 at July 31, 2011.

Total liabilities for the six month period ended January 31, 2012 were comprised of accounts payable items and a loan due to our President.  The accounts payable items pertained to legal expenses due to a law firm for assistance with trying to bring the Company back into good standing with the regulatory authorities; professional fees payable to an investment banking firm retained by the Company to assist with raising capital needed to pursue potential acquisitions; and business meeting expenses related to the investigation of prospective acquisitions. Subsequent to the end of the reporting period $15,062 of the payable due to the law firm was settled for $5,000.

Liabilities for the year ended July 31, 2011 were comprised of accounts payable items for audit and legal expenses, professional fees due to our transfer agent and Edgar filing agent and a loan payable to our president.

We incurred a loss of $67,472 for the six months ended January 31, 2012 and we have incurred an aggregate deficit since inception of $236,393.
9

 
 

 

Since inception, we have used our common stock to raise money to fund our business operations, for corporate expenses and to repay outstanding indebtedness.  Net cash provided by the sale of shares from inception on August 23, 2005 to January 31, 2012 was $251,000.

At January 31, 2012 we had $33,087 in cash remaining in our treasury.  During the next twelve months we expect to incur indebtedness for administrative and professional charges associated with preparing, reviewing, auditing and filing our financial statements and our periodic and other disclosure documents to maintain the Company in good standing.

We presently operate with minimum overhead costs and need to raise additional capital to fund any future plan of operation. Our management is exploring a variety of options to meet our cash requirements and future capital requirements, including the possibility of equity offerings, debt financing and business combinations.

To date our president is owed a total of $672 (July 31, 2011 - $65,672) for loans and payments made directly to vendors on behalf of the Company, having been reimbursed $65,000 during the period just ended.  The amount due is unsecured, non-interest bearing and due on demand.  During the period ended January 31, 2012, we sold a total of 600,000 common shares at $0.25 per share for gross proceeds of $150,000.

Our ability to meet our financial liabilities and commitments is primarily dependent upon the continued financial support of our management and stockholders, the continued issuance of equity to new stockholders, and our ability to achieve and maintain profitable operations.  If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.  There can be no assurance that we will be able to raise additional capital, and if we are unable to raise additional capital, we will unlikely be able to continue operations.  Management has committed to providing additional advances as required to enable us to maintain our filing requirements.

Plan of Operation

Currently, we are a development stage corporation.  A development stage corporation is one engaged in the search of business opportunities, successful negotiation and closing of a business acquisition and furthering its business plan.

Our plan of operation for the next twelve months will be to : (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in business in any selected industry; and (iii) to commence such operations through funding and/or the acquisition of an operating entity engaged in any industry selected.

Results of Operations

For the six months ended January 31, 2012 compared to January 31, 2011 and for the three months ended January 31, 2012 compared to January 31, 2011

We did not generate any revenues during the periods ended January 31, 2012 and 2011.  During the periods ended January 31, 2012 and 2011, much of the Company’s resources were directed at maintaining the Company in good standing and identifying new business opportunities.  To date, the Company has no agreements related to such opportunities.

For the six months ended January 31, 2012 and 2011: We had a net loss of $67,472 for the six months ended January 31, 2011 compared to a net loss of $40,326 for the six month period ended January 31, 2011.  Operating expenses were $67,472 and $40,326 respectively.  In the six months ended January 31, 2012, operating expenses were higher as a result of increased professional fees and travel and entertainment expenses associated with the investigation of prospective merger candidates.   We currently have no definitive agreements or understanding with any prospective business combination candidates nor are there any assurances that we will find a suitable business with which to combine.


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For the three months ended January 31, 2012 and 2011: We had a net loss of $55,481 for the three months ended January 31, 2012 compared to a net loss of $2,583 for the period ended January 31, 2011.  Net loss was attributable to operating expenses during both periods.  In the three months ended January 31, 2012, operating expenses increased by $52,898 primarily as a result of an increase in professional fees and travel and entertainment expenses.  During the three months ended January 31, 2012 we entered into an agreement with an investment banking firm to assist with raising capital, which would be used by the Company to pursue potential acquisitions in the natural resource sector. During the three months ended January 31, 2012, we paid $27,000 to the investment banking firm.  We also paid a finder’s fee in the amount of $10,000 to a firm retained to secure subscriptions of the Company’s common shares in anticipation of a $100,000 private placement offering to secure additional working capital for the Company.  Travel and entertainment expenses totaling $3,257 were paid during the period relating to a business meeting to discuss potential acquisitions.  In addition, we paid $8,000 in professional fees to a firm for accounting and administrative services rendered.

We currently have no definitive agreements or understanding with any prospective business combination candidates and have not targeted any business for investigation and evaluation nor are there any assurances that we will find a suitable business with which to combine.

At the date of this report, we have not generated any revenues.  As a result, we have generated significant operating losses since our formation and expect to incur substantial losses and negative operating cash flows for the foreseeable future as we attempt to expand our infrastructure and development activities. Our ability to continue may prove more expensive than we currently anticipate and we may incur significant additional costs and expenses.

We are subject to risks inherent in the establishment of a new business enterprise.  We may fail to adopt a business model and strategize effectively or fail to revise our business model and strategy should industry conditions and competition change. We have limited resources and there is no assurance that future financing will be available to our Company on acceptable terms. These conditions could further impact our business and have an adverse effect on our financial position, results of operations and/or cash flows.

Going Concern Uncertainties

As of the date of this quarterly report, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our business operations.  The financial statements included in this quarterly report have been prepared on the going concern basis, which assumes that we will be able to realize our assets and discharge our obligations in the normal course of business.  If we are not to continue as a going concern, we would likely not be able to realize our assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements.

Our future success and viability, therefore, are dependent upon our ability to generate capital financing.  The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon us and our shareholders.

Off-Balance Sheet Arrangements

At January 31, 2012, 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

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 July 31, 2011 and subsequently through the interim quarterly report for the period ending January 31, 2012.
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ITEM 3.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.          CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We are committed to maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(b) of the Exchange Act, we have carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and our Principal Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the reparation of our financial statements in accordance with U. S. generally accepted accounting principles.

The evaluation examined those disclosure controls and procedures as of January 31, 2012, the end of the period covered by this report.  Based on that evaluation, our management concluded that, during the period covered by this report, our disclosure controls and procedures were not effective due to deficiencies that existed in the design or operation of our internal controls over financial reporting described below.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (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.  The aforementioned material weaknesses were identified by our Principal Executive Officer in connection with the review of our financial statements as of January 31, 2012.

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results.  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.

Additional procedures were performed in order for management to conclude with reasonable assurance that the Company’s financial statements contained in this quarterly report on Form 10-Q present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods presented.

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate the creation of 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.  And, 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.

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Changes in Internal Controls Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the period ended January 31, 2012, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.


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 2.          UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On December 8, 2011 we issued 400,000 common shares of unregistered restricted common stock at $0.25 per common share for gross proceeds to us of $100,000.  The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933.

On January 12, 2012 we issued 200,000 common shares of unregistered restricted common stock at $0.25 per common share for gross proceeds to us of $50,000.  The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933.

ITEM 3.          DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 5.          OTHER INFORMATION

None.

ITEM 6.          EXHIBITS

   
Incorporated by reference
 
Exhibit
Document Description
Form
Date
Number
Filed
herewith
           
3.1
No Show, Inc. Articles of Incorporation
SB-2
August 31, 2007
3.1
 
3.2
Bylaws as currently in effect
SB-2
August 31, 2007
3.2
 
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended
     
X
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Office and Chief  Financial Officer)
     
X

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SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereto duly authorized on this 5th day of March, 2012.



 
NO SHOW, INC.
     
 
BY:
/s/ RANIERO CORSINI
   
Raniero Corsini, President, Principal Financial Officer, Principal Accounting Officer, Treasurer and Director







































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EXHIBIT INDEX


   
Incorporated by reference
 
Exhibit
Document Description
Form
Date
Number
Filed
herewith
 
         
3.1
No Show, Inc. Articles of Incorporation
SB-2
August 31, 2007
3.1
 
 
         
3.2
Bylaws as currently in effect
SB-2
August 31, 2007
3.2
 
 
         
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended
     
X
 
         
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Office and Chief  Financial Officer)
     
X
































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