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EXCEL - IDEA: XBRL DOCUMENT - Your Event, Inc.Financial_Report.xls
EX-32.1 - SECTION 906 CERTIFICATION - Your Event, Inc.ex321sec906.htm
EX-31.1 - SECTION 302 CERTIFICATION - Your Event, Inc.ex311sec302.htm
EX-31.2 - SECTION 302 CERTIFICATION - Your Event, Inc.ex312sec302.htm
EX-32.2 - SECTION 906 CERTIFICATION - Your Event, Inc.ex322sec906.htm
EX-23.1 - CONSENT OF AUDITOR - Your Event, Inc.ex231consent.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

For the fiscal year ended August 31, 2012

 

[ ] 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

(State or other jurisdiction

     

26-1375322

(IRS Employer Identification No.)

of incorporation)        

1601 Pacific Coast Highway Suite 250

Hermosa Beach, CA 90254

(Address of principal executive offices) (Zip Code)

 

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

(Former address of principal executive offices) (Zip Code)

 

(310) 698-0728

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No

 

Indicate by checkmark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 past 90 days. Yes [ ] No [X]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X] No []

 

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

 

Indicate by checkmark 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," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

[ ] Large accelerated filer [ ] Accelerated filer

[ ] Non-accelerated filer [X] Smaller reporting company

(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 [ ]

 

The aggregate market value of the Company's common shares of voting stock held by non-affiliates of the Company at November 29, 2012, computed by the last trade on the Company’s shares at $0.20 on the OTC-BB was $368,000.

 

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date:

 

As of November 29, 2012, the registrant has outstanding common stock consisting of 11,000,000 shares, $0.001 Par Value. Authorized - 70,000,000 common voting shares.

 

DOCUMENTS INCORPORATED BY REFERENCE:

 

None.

 

Table of Contents

Your Event, Inc.

Index to Form 10-K

For the Year Ended August 31, 2012

 

                    Page
                     
ITEM 1. BUSINESS                 6
   
ITEM 2. PROPERTIES                 8
                     
ITEM 3. LEGAL PROCEEDINGS         8
                     
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED                 9
  STOCKHOLDER MATTERS                  
   
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF   10
  FINANCIAL CONDITION AND RESULTS OF OPERATIONS    
   
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA   12
                     
ITEM 9A. CONTROLS AND PROCEDURES                 26
   
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE  
  GOVERNANCE 29
   
ITEM 11. EXECUTIVE COMPENSATION                 32
   
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,     33
  MANAGEMENT AND RELATED STOCKHOLDER MATTERS    
       
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS  
  AND DIRECTOR INDEPENDENCE                 35
                     
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES                 36
                     
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES           37
   

 

 
 

 

FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K contains forward-looking statements. When used in this Quarterly Report on Form 10-K, the words "may," "could," "estimate," "intend," "continue," "believe," "expect" or "anticipate" and similar expressions identify forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in any forward-looking statements are reasonable, these plans, intentions, or expectations may not be achieved. Our actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied, by the forward-looking statements contained in this Annual Report on Form 10-K. Important factors that could cause actual results to differ materially from our forward-looking statements are set forth in this Annual Report on Form 10-K. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this Annual Report on Form 10-K. Except as required by federal securities laws, we are under no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

 

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

 

o inability to raise additional financing for working capital;

 

o deterioration in general or regional economic, market and political conditions;

 

o the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain;

 

o adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

 

o changes in accounting principles generally accepted in the United States of America (“GAAP”) or in the legal, regulatory and legislative environments in the markets in which we operate;

 

o inability to efficiently manage our operations;

 

o inability to achieve future operating results;

 

o our ability to recruit and hire key employees;

 

o the inability of management to effectively implement our strategies and business plans; and

 

o the other risks and uncertainties detailed in this report.

 

In this form 10-K references to "Your Event", the “Company", "we", "us", and "our" refer to Your Event, Inc.

 

 

AVAILABLE INFORMATION

 

We file annual, quarterly and special reports and other information with the SEC. You can read these SEC filings and reports over the Internet at the SEC's website at www.sec.gov. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities. We will provide a copy of our annual report to security holders, including audited financial statements, at no charge upon receipt to of a written request to us at Your Event, Inc. at 1601 Pacific Coast Highway Suite 250, Hermosa Beach, CA 90254.

 

PART I

 

Item 1. Business

 

History and Organization

 

The Company was incorporated in the state of Nevada on October 30, 2007. We have not generated any revenues to date and we are a development stage company. The Company’s initial focus was on becoming an event planning company primarily serving the Las Vegas, Nevada market. During the year ended August 31, 2012, the Board of Directors of the Company appointed new directors. Prior to this appointment, the Board consisted of one member. The new Board of Directors of the Company appointed new officers, all of whom are residents of Japan. The Company currently has four officers and directors as of August 31, 2012. The new management of the Company is seeking new business focus areas for the Company.

Our Business

 

We are a small, start-up company, and since our inception on October 30, 2007, we did not generate any revenues and have incurred a cumulative net loss of $627,621 through August 31, 2012.

 

With the appointment of the new officers and directors, the Company has made a strategic shift in its focus, away from the event planning industry in Las Vegas. The Company aims to maximize shareholders’ interests by engaging in the new business development and business acquisition across various sectors. Headquartered in California, the United States of America, the Company is focused on organic growth and expansion through new business development and mergers and acquisitions in Japan and the United States of America. In pursuit of its objectives, the Company seeks to combine the practical acquisition knowledge of a private equity firm with the management and operational expertise of seasoned industry veterans.

 

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

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

 

The Company plans for aggressive growth through new business strategies and acquisition of companies. Management will focus their efforts on adding values on businesses across several sections.

 

Business Strategy

 

The Company is a developmental stage company. The Company has brought together a high quality management team with strategically diverse backgrounds including asset acquisition and business consulting to build a platform of businesses that allow for greater penetration into not only the Japanese market but also into the American market. This team will allow us to move forward as we strive to become the leader in the business areas we expand into and maximize returns for the investors.

Competition

Many of the Company's competitors include other companies in the industry we expand into and investment companies seeking to acquire and grow businesses. 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.

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 the Company is currently accessing the funding requirements to build the new Company. Management will seek different funding sources in order to initiate its business plan.

Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to 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.

 

Compliance with Environmental Laws

 

We are not aware of any environmental laws that have been enacted, nor are we aware of any such laws being contemplated for the future, that impact issues specific to our business. Environmental laws are anticipated to apply directly to the owners and operators of companies. They do not apply to companies or individuals providing consulting services, unless they have been engaged to consult on environmental matters. We are not planning to provide environmental consulting services.

 

Employees

 

As of August 31, 2012, 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.

 

Item 2. Properties.

 

Our corporate headquarters are located at 1601 Pacific Coast Highway Suite 250, Hermosa Beach, CA 90254. Effective October 12, 2012, we lease suite space in Hermosa, California. The agreement is for a term of thirteen (13) months with monthly rent of $3,000 which was paid in advance at the time the lease was executed. Prior to this, our office space was provided to us at no charge by former and/or current stockholders. These parties who provided space to conduct our operations will not seek reimbursement for past office expenses.

 

Item 3. 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.

 

 

 

 

 

 

PART II

 

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

(a)    Market Information

 

Your Event, Inc. Common Stock, $0.001 par value, is traded on the OTC-Bulletin Board under the symbol: YEVN. The stock was cleared for quotation on the OTC-Bulletin Board on December 5, 2008.

 

Since the Company has been cleared for quotation, there have been a limited number of trades of the Company's stock. There are no assurances that a market will ever develop for the Company's stock.

 

The table below sets forth the high and low sales prices of our common stock on the OTC-Bulletin Board.

 

    Price Range
    High Low
Fiscal Year 2012      
First Quarter Ended November 30, 2011   $         0.51 $         0.20
Second Quarter Ended February 29, 2012   0.20 0.20
Third Quarter Ended May 31, 2012   0.30 0.19
Fourth Quarter Ended August 31, 2012   0.20 0.13
       
Fiscal Year 2011      
First Quarter Ended November 30, 2010   $         0.01 $         0.01
Second Quarter Ended February 28, 2011   0.01 0.01
Third Quarter Ended May 31, 2011   0.01 0.01
Fourth Quarter Ended August 31, 2011   0.51 0.01

 

(b)   Holders of Common Stock

 

As of November 29, 2012, there were nine holders of record of our Common Stock and 11,000,000 shares issued and outstanding.

 

(c)    Dividends

 

In the future we intend to follow a policy of retaining earnings, if any, to finance the growth of the business. Cash dividends will be considered as our business grows. The declaration and payment of future dividends on the Common Stock will be the sole discretion of Board of Directors and will depend on our profitability and financial condition, capital requirements, statutory and contractual restrictions, future prospects and other factors deemed relevant.

 

 

(d)   Securities Authorized for Issuance under Equity Compensation Plans

 

There are no outstanding grants or rights or any equity compensation plan in place.

 

Recent Sales of Unregistered Securities

 

The Company had not made any securities which were not registered under the Securities Act of 1933 in the past three years.

 

Issuer Purchases of Equity Securities

 

We did not repurchase any of our equity securities during the years ended August 31, 2012 or 2011.

 

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

Results of Operations for the year ended August 31, 2012

 

Since our inception on October 30, 2007 through August 31, 2012, we generated no revenues. With the new business opportunity emerging in Los Angeles, we anticipate generating some revenues by the end of August 31, 2013. We have relocated our head office to Hermosa Beach, California, in order to establish the infrastructure for this new opportunity.

As of August 31, 2012, the Company had cash of $127,988 and prepaid expenses of $34,560, as compared to $2,309 and $659 in cash and prepaid expenses as of August 31, 2011.

During the year ended August 31, 2012, the Company had total expenses of $486,339, as compared to total expenses of $80,944 for the year ended August 31, 2011. The increase in expenses is comprised of increases in acquisition costs of approximately $343,000, auditing and accounting fees of $69,000, and operating expenses, related party of approximately $10,000 and decrease of operating expenses of approximately $17,000. With no revenues since its inception on October 30, 2007, the net losses for the years ended August 31, 2012 and August 31, 2011 were $486,339 and $80,944, respectively. The Company has incurred total expenses of $627,621 since the inception on October 30, 2007 through the year ended August 31, 2012.

In our August 31, 2012 year-end financials, our auditors issued an opinion that our financial condition raises substantial doubt about the Company's ability to continue as a going concern.

 

Revenues

 

The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

 

 

Going Concern

 

The Company experienced operating losses of $627,621 since its inception on October 30, 2007 through the year ended August 31, 2012. 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.

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 product research and development under our current plan of operation.

 

Expected purchase or sale of property and significant equipment

 

We do not anticipate the purchase or sale of any property or significant equipment; as such items are not required by us at this time.

 

Significant changes in the number of employees

 

The Company did not have any employees as of August 31, 2012. 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 August 31, 2012, the Company had current assets of $162,548 and current liabilities of $4,100. Of $162,548 of current assets, $125,818 (10,000,000 JPN) of cash was used for incorporation of the Company’s wholly-owned subsidiary on September 3, 2012. 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. No assurances can be given that any new financing can be obtained to future the Company's business plan. One former officer received compensation in the amount of $9,559 for the year ended August 31, 2012. No other amounts were paid to officers or directors during the year.

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: The Company recognizes revenue on an accrual basis as it invoices for services. Revenue is generally realized or realizable and earned when all of the following criteria are met: 1) persuasive evidence of an arrangement exists between the Company and our customer(s); 2) services have been rendered; 3) our price to our customer is fixed or determinable; and 4) collectability is reasonably assured.

 

Recent Pronouncements

 

The Company's management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations.

 

Item 8. Financial Statements and Supplementary Data.

 

Index to Financial Statements

       
  Financial Statements    
       
      Page
       
Independent Auditors' Report F-1
Balance Sheets F-2
Statements of Operations F-3
Statements of Changes in Stockholders' (Deficit) F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6
       
 
 

 

SOMERSET CPAs

3925 River Crossing Parkway, Third Floor

Post Office Box 40368

Indianapolis, Indiana 46240-0368

Tel: 317.472.2200 – 800.469.7206

Fax: 317.208.1200

www.somersetcpas.com

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Board of Directors and Stockholders

Your Event, Inc.

Hermosa Beach, California

 

We have audited the accompanying balance sheets of Your Event, Inc. (A Development Stage Company) as of August 31, 2012, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Your Event, Inc. as of August 31, 2011, were audited by other auditors whose report dated November 28, 2011, expressed an unqualified opinion on those statements.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Your Event, Inc. as of August 31, 2012 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has no revenues, has negative working capital at August 31, 2012, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

SOMERSET CPAs, P.C.

 

/s/ Somerset CPAs, P.C.

 

Indianapolis, Indiana

November 29, 2012

F-1

 
 

 

Your Event, Inc.

(A Development Stage Company)

Balance Sheets

        August 31, 2012   August 31, 2011
ASSETS        
Current assets:        
  Cash   $           127,988   $               2,309
  Prepaid expense   34,560   659
    Total current assets   162,548   2,968
             
TOTAL ASSETS   162,548   2,968
             
LIABILITIES AND STOCKHOLDERS' DEFICIT        
Current liabilities:        
  Accounts payable   4,100   3,500
  Accrued expense   -   5,000
    Total current liabilities   4,100   8,500
             
Due to former stockholder   524,501   -
         
Due to officer   125,818   -
             
    Total liabilities   654,419   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 issued and      
    outstanding as of 8/31/2012 and 8/31/2011,        
    Respectively        
  Additional paid-in capital   124,750   124,750
  Deficit accumulated during development stage   (627,621)   (141,282)
    Total stockholders' deficit   (491,871)   (5,532)
         
TOTAL LIABILITIES AND STOCKHOLDERS'        
  DEFICIT   $           162,548   $               2,968

 

See accompanying notes to the financial statements.

 

F-2

 
 

Your Event, Inc.

(A Development Stage Company)

Statements of Operations

     

 

 

For the year ended

August 31, 2012

 

For the year ended

August 31, 2011

  October 30, 2007 (inception) to August 31, 2012
Revenue $                         -   $                      -   $                        -
               
Expenses:          
  Acquisition costs 343,484   -   343,484
  Accounting fees 78,439   9,520   115,249
  Advertising -   -   1,054
  Operating expenses 54,857   71,424   148,275
  Operating expenses, 9,559   -   19,559
    related party          
    Total expenses 486,339   80,944   627,621
               
Net loss before income taxes (486,339)   (80,944)   (627,621)
               
Income tax expense -   -   -
Net loss $           (486,339)   $          (80,944)   $          (627,621)
               
Net loss per share $ (0.04)   $ (0.01)    
Weighted average number of      
 

common shares outstanding

-          basic

11,000,000   11,000,000    
                   

 

See accompanying notes to the financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-3

 

Your Event, Inc.

(A Development Stage Company)

Statements of Stockholders’ Equity (Deficit)

 

                        Deficit    
                        Accumulated    
                    Additional   During   Total
    Preferred Stock   Common Stock   Paid-In   Development   Stockholders'
    Shares   Amount   Shares   Amount   Capital   Stage   Equity (Deficit)
Inception, October 30, 2007   -   $            -   -   $                  -   $                  -   $                -   $                      -
                             
October 30, 2007, Founders initial investment, $0.001 per share   -   -   10,000,000         10,000                  -                 -             10,000
                             
December 3, 2007, Contributed capital   -   -   -   -              200   -    200
                             
June 30, 2008, Shares issued for cash at $0.005 per share   -   -   1,000,000          1,000   4,000   -   5,000
                             
Net loss   -   -   -   -   -   (13,227)   (13,227)
                             
Balance, August 31, 2008 (Restated)   -   -   11,000,000   11,000   4,200   (13,227)   1,973
                             
February 27, 2009, Contributed capital   -   -   -   -   2,500   -   2,500
                             
August 1, 2009, Contributed capital   -   -   -   -   10,000   -   10,000
                             
Net loss   -   -   -   -   -   (29,283)   (29,283)
                             
Balance, August 31, 2009 (Restated)   -   -   11,000,000   11,000   16,700   (42,510)   (14,810)
                             
November 24, 2009, Contributed capital   -   -   -   -   5,000   -   5,000
                             
December 9, 2009, Contributed capital   -   -   -   -   550   -   550
                             
January 11, 2010, Contributed capital   -   -   -   -   2,500   -   2,500
                             
April 2, 2010, Contributed capital   -   -   -   -   100,000   -   100,000
                             
Net loss   -   -   -   -   -   (17,828)   (17,828)
                             
Balance, August 31, 2010   -   -   11,000,000   11,000   124,750   (60,338)   75,412
                             
Net loss   -   -   -   -   -   (80,944)   (80,944)
                             
Balance, August 31, 2011   -   -   11,000,000   11,000   124,750   (141,282)   (5,532)
                             
Net loss   -   -   -   -   -   (486,339)   (486,339)
                             
Balance, August 31, 2012   -   -   11,000,000   $        11,000   $      124,750   $ (627,621)   $       (491,871)

 

See accompanying notes to the financial statements.

F-4

 
 

Your Event, Inc.

(A Development Stage Company)

Statements of Cash Flows

 

   

 

 

For the year ended

August 31, 2012

 

For the year ended

August 31, 2011

  October 30, 2007 (inception) to August 31, 2012
OPERATING ACTIVITIES          
Net loss $      (486,339)   $        (80,944)   $   (627,621)
Adjustment to reconcile net loss to net cash used by operating activities:          
  (Increase) decrease in prepaid expense (33,901)   866   (34,560)
  Increase in accounts payable 600   1,460   4,100
  Increase (decrease) in accrued expense (5,000)   250   -
             
Net cash used by operating activities (524,640)   (78,368)   (658,081)
               
FINANCING ACTIVITIES          
Proceeds from sale of common stock -   -   15,000
Advance from officer 125,818   -   125,818
Advances from former stockholder 524,501   -   524,501
Contribution to capital -   -   120,750
           
Net cash provided by financing activities 650,319   -   786,069
               
NET INCREASE (DECREASE) IN CASH 125,679   (78,368)   127,988
CASH - BEGINNING OF THE YEAR 2,309   80,677   -
CASH - END OF THE YEAR $        127,988   $             2,309   $     127,988
               
SUPPLEMENTAL DISCLOSURES:          
Interest paid -   -   -
Income taxes paid -   -   -
Non-cash transactions -   -   -

 

 

See accompanying notes to the financial statements.

 

F-5

 
 

 

Your Event, Inc.

(A Development Stage Company)

Notes to Financial Statements

 

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

 

Your Event, Inc. (the "Company") was incorporated under the laws of the state of Nevada on October 30, 2007. The Company was organized to conduct any lawful business. The Company’s initial focus was on becoming an event planning company primarily serving the Las Vegas, Nevada market. On November 29, 2011, the Board of Directors of the Company appointed new directors, all of whom are residents of Japan. With the appointment of the new officers and directors, the Company has made a strategic shift in its focus, away from the event planning industry in Las Vegas. The Company was seeking new business focus areas, and is now exploring the role of a middleperson between a major Japanese corporation and a major American corporation.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

 

Basis of Accounting

The financial statements present the balance sheet, statements of operations, stockholders' equity (deficit) and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

 

Revenue and Cost Recognition

The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

 

Acquisition Costs

Costs incurred to acquire new businesses, new product lines or similar assets are expensed when incurred.

 

Property

As of August 31, 2012 and 2011, office space was provided by various current and former stockholders of the Company and the Company did not own or rent any property during these years.

 

Earnings per Share

Historical net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity, but these potential common stock equivalents were determined to be antidilutive.

 

F-6

 
 

Your Event, Inc.

(A Development Stage Company)

Notes to Financial Statements

 

Calculation of net loss per share is as follows:

  Year ended August 31,
  2012   2011
Net loss $         (486,339)   $            (80,944)
Weighted average common shares 11,000,000   11,000,000
Basic loss per share $               (0.04)   $                (0.01)  

 

Dividends

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid during the years ended August 31, 2012 and 2011.

 

Income Taxes

The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.

 

Year-end

The Company has selected August 31 as its year-end.

 

Advertising

Advertising is expensed when incurred. No advertising expenses were incurred during the years ended August 31, 2012 and 2011.

 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Reclassification

Certain amounts included in the prior financial statements have been reclassified to conform to the current presentation.  The reclassifications have no effect on total assets, total liabilities, stockholders’ equity (deficit), or net loss as previously reported.

 

 

 

 

 

 

F-7

 

Your Event, Inc.

(A Development Stage Company)

Notes to Financial Statements

 

NOTE 3. GOING CONCERN

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred net losses of $(627,621) for the period from October 30, 2007 (inception) to August 31, 2012. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its new business opportunities.

Management has plans to seek additional capital through private placements and public offerings of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

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.

 

NOTE 4. STOCKHOLDERS' EQUITY (DEFICIT)

 

The Company is authorized to issue up to 5,000,000 shares of $0.001 par value preferred stock and up to 70,000,000 shares of $0.001 par value common stock.

 

Preferred Stock

There are no issued shares of preferred stock as of August 31, 2012 and 2011.

 

Common Stock

On October 30, 2007 (inception), the Company issued 10,000,000 shares of its $0.001 par value common stock to its founders for $10,000.

 

The Company filed a registration statement with the U. S. Securities and Exchange Commission. The registration was deemed effective on April 10, 2008. The Company coordinated the registration with the Securities Division of the State of Nevada. When the offering was closed on June 30, 2008, 1,000,000 shares of the Company's 0.001 par value common stock were sold to twenty-nine (29) investors at a price of $0.005 per share pursuant to a self-underwritten offering in conjunction with the registered offering for an aggregate of $5,000.00.

 

There were no other issuances of common or preferred stock or equivalents since October 30, 2007 (inception) through August 31, 2012. The Company had 11,000,000 common shares issued and outstanding as of August 31, 2012 and 2011.

 

 

 

F-8

Your Event, Inc.

(A Development Stage Company)

Notes to Financial Statements

 

NOTE 4. STOCKHOLDERS' EQUITY (DEFICIT) (Continued)

 

Subsequent to August 31, 2012, the shareholders granted the Company stock options to purchase a total of 960,000 shares of the common stock at the exercise price of $0.25 per share. In addition, the granted stock options were assigned to two directors subsequently. See more detail in Note 11.

 

NOTE 5. CONTRIBUTED CAPITAL

 

On December 3, 2007, a director of the Company contributed capital of $200 to provide working capital to the Company.

 

On February 27, 2009, a director of the Company contributed capital of $2,500 to provide working capital to the Company for audit fees.

 

On November 24, 2009, a director of the Company contributed capital of $5,000 to provide working capital to the Company for audit fees.

 

On December 9, 2009, a director of the Company contributed capital of $550 to provide working capital to the Company for transfer fees.

 

On January 11, 2010, a director of the Company contributed capital of $2,500 to provide working capital to the Company for audit fees.

 

On April 2, 2010, a director of the Company contributed capital of $100,000 to provide working capital.

 

The director believed it was in the best interest of the Company's shareholders to contribute the above capital in order to provide the Company with the necessary working capital to pay for its accounting and transfer agent fees for the near future until such time, if any, that the Company can generate sufficient revenues to cover expenses.

 

During the fiscal year ended August 31, 2009, the Company's 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. The Company's corporate counsel believes this action will help build goodwill for its law firm.

F-9

 
 

Your Event, Inc.

(A Development Stage Company)

Notes to Financial Statements

NOTE 6. RELATED PARTY TRANSACTIONS

 

The Company received funding from its former majority stockholder to fund the operating costs of the Company. Advances received from this stockholder amounted to $524,501 and $0 as of August 31, 2012 and 2011, respectively. The debt is due upon financial stability and ability to cash flow payments. Management considers full amount owed noncurrent as of August 31, 2012.

 

The Company has a balance due to an officer of $125,818 and $0 as of August 31, 2012 and 2011, respectively. The funds were used to incorporate a wholly-owned subsidiary, YEVN JAPAN, Inc., in Japan on September 3, 2012.

 

During the year ended August 31, 2012, the office space had been provided without charge by Infinity, which was the former major shareholder of the Company until its common shares were sold on August 1, 2012. Prior to this, office services were provided without charge by a former director.

 

On August 1, 2012, Masaya Konishi, CEO and Director of the Company, purchased 6,548,993 shares from its former majority stockholder for an aggregate purchase price of $383,000 USD (30,000,000 JPY) in a private transaction.

 

Subsequent to August 31, 2012, the Company’s directors, Gaku Uehara, President, and Masatoshi Suga, CFO, purchased a total of 960,000 shares of common stock (480,000 shares each) at $240,000. See more detail in Note 11.

 

Subsequent to August 31, 2012, Masaya Konishi, CEO and Director of the Company, transferred 80,000 shares, 60,000 shares, and 60,000 shares of common stock to three individuals in a private transaction. See more detail in Note 11.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-10

Your Event, Inc.

(A Development Stage Company)

Notes to Financial Statements

 

NOTE 7. PROVISION FOR INCOME TAXES

 

The Company accounts for income taxes under ASC 740, "Accounting for Income Taxes", which requires use of the liability method. ASC 740 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.

 

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows:

 

U.S federal statutory rate (34.0%)

Valuation reserve 34.0%

Total 0%

 

Income tax benefits as of August 31, 2012 and August 31, 2011, are calculated

as follows:

  Year ended August 31,
  2012   2011
Book loss $          (486,339)   $            (80,944)
Less: book depreciation -   -
Add: tax depreciation -   -
Net loss (486,339)   (80,944)
Effective tax rate 35%   35%
Tax benefit 170,219   28,330  
Valuation allowance (170,219)   (28,330)  
  $                        -   $                        -

 

During the year ended August 31, 2012, the Company recorded a valuation allowance of $(170,219), as compared to $(28,330) for the previous year, on the deferred tax assets to reduce the total to an amount that management believes will ultimately be realized. Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. There was no other activity in the valuation allowance account during the years ended August 31, 2012 and 2011. The net operating loss (the “NOL”) for the year ended August 31, 2012 will expire in 2032 and for the year ended August 31, 2011 will expire in 2031.

 

 

F-11

Your Event, Inc.

(A Development Stage Company)

Notes to Financial Statements

 

NOTE 7. PROVISION FOR INCOME TAXES (Continued)

 

However, due to the ownership changes that occurred during the year ended August 31, 2012, the ability to use the NOLs generated through the ownership change date could be limited. In general, the amount of NOLs the Company could use for any tax year after the date of the ownership change would be limited to the value of the stock (as of the ownership change date) multiplied by the long-term tax-exempt rate.

 

NOTE 8. CASH AND CASH EQUIVALENTS

 

The Company considers all highly liquid investments with maturity of three months or less to be cash equivalents.

 

NOTE 9. 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 10. ACQUISITION COSTS

 

During the year ended August 31, 2012, the Company incurred approximately $343,000 of acquisition costs for various Japanese companies in the restaurant, beauty, and advertising industry, among others. Certain costs were incurred in the due diligence process as it relates to auditing the accounting records of these companies. These proposed acquisitions turned out to be inefficient, mobility-wise and cost-wise, among other reasons. The Company therefore has decided not to pursue these acquisitions.

 

NOTE 11. SUBSEQUENT EVENTS

 

On September 3, 2012, the Company incorporated a newly formed a wholly-owned subsidiary, named YEVN JAPAN, Inc., in Japan. The Company’s management formed this subsidiary in order to facilitate the future business operations in Japan. The proposed focus of this new subsidiary is to plan, operate and administer major events in Japan, not limited to conducting public exhibitions.

 

On September 27, 2012, the Company entered into a stock option agreement (the “Stock Option Agreement”) with a representative of the Company’s shareholders. Pursuant to the terms of the Stock Option Agreement, the Company was granted a stock option to acquire from the shareholders a total of 960,000 shares of the common stock of the Company at the exercise price of $0.25 per share.

 

F-12

Your Event, Inc.

(A Development Stage Company)

Notes to Financial Statements

 

NOTE 11. SUBSEQUENT EVENTS (Continued)

 

On September 28, 2012, the Company entered into an assignment agreement (the “Assignment Agreement” with the two directors, Gaku Uehara, President and Director, and Masatoshi Suga, Chief Financial Officer and Director. Pursuant to the terms of the Assignment Agreement, the two directors were assigned the Stock Option Agreement to purchase a total of 960,000 shares of the Company’s common stock. The two directors exercised the options to purchase 440,000 shares of common stock (220,000 shares each) on October 29, 2012 and 520,000 shares of common stock (260,000 shares each) on November 29, 2012.

 

On October 12, 2012, the Company moved its corporate headquarters from Intex Bldg. 2F, 2-7-11 Nishi Gotanda, Shinagawa-Ward, Tokyo, Japan 141-0031 to 1601 Pacific Coast Highway Suite 250, Hermosa Beach, CA 90254. California is where the new business opportunity lies and the Company will try to establish and grow its business there.

 

On October 18, 2012, the Company entered into a consulting agreement (the “Consulting Agreement”) with Tsukamoto and Associates. The Consulting Agreement provides that Tsukamoto and Associates, a Japanese based-company, make business introductions and provide consulting services to the Company. For their services, Tsukamoto and Associates shall be entitled to thirty-five (35) percent of profits after tax for the business generated by the Company as a result of the consulting services provided.

 

On October 18, 2012, Million Win Investments (HK) Limited transferred 1,651,007 shares it owned to its affiliated company, Billion Sino (ASIA) Limited (“Billion Sino”) for $82,550 in a private transaction.

 

On November 27, 2012, Masaya Konishi, CEO and Director of the Company, transferred 80,000 shares, 60,000 shares, and 60,000 shares of common stock to June Tsukamoto, Chairperson, Kioko Tsukamoto, and Junko Top, the daughters of June Tsukamoto, respectively, at free of charge in a private transaction.

 

 

 

 

 

 

F-13

Item 9A. 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 are also our Board of Directors, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the year covered by this report. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of August 31, 2012, 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 Annual 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."

 

 

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:

 

·            pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

·            provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and our Board of Directors; and

·            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 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, 2012. 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 concluded that we had certain control deficiencies described below that constituted material weakness in our internal controls over financial reporting. As a result, our internal control over financial reporting was not effective as of August 31, 2012.

 

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, 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 above. 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:

 

The new officers and directors 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.

 

We believe that 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 controls over financial reporting

 

There was no change in our internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the year covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

This annual 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 annual report.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART III

 

Item 10. Director, Executive Officer and Corporate Governance.

 

The following table sets forth certain information regarding our current directors and executive officers. Our executive officers serve one-year terms. Set forth below are the names, ages and present principal occupations or employment, and material occupations, positions, offices or employments for the past five years of our current directors and executive officers.

 

Name     Age Positions and Offices Held  
               
June Tsukamoto 66 Chairperson. Appointed on October 16, 2012
Gaku Uehara 45 President, Director
Masaya Konishi 30 Chief Executive Officer, Director
Masatoshi Suga 37 Chief Financial Officer, Director
Takahito Yasuki 64 Director. Appointed on October 16, 2012
Mitsuhiro Matsumoto 34 Secretary, Director. Resigned effective October 16, 2012
               

The business address of our officer/director is 1601 Pacific Coast Highway Suite 250, Hermosa Beach, CA 90254.

 

Set forth below is a brief description of the background and business experience of our officers and directors.

 

June Tsukamoto, Chairperson

Ms. Tsukamoto is a US citizen residing in Japan. She incorporated Mitsutomo Inc. in 1986, a tire exporting company in Taiwan. She was appointed a Chairperson and Executive Director of Mitsutomo International in 1995, which she resigned in 2001.

 

Gaku Uehara, President, Director

Mr. Uehara, is a President at Next, Inc., an IT engineering business since April 1994. He was also a director of Infinity.

 

Masaya Konishi, Chief Executive Officer, Director

Mr. Konishi, is President of With Asset Management, Inc., a firm focused on fund origination and has been with the company since April 2007. Between April 2007 and March 2009, he was President of STEWARD Entertainment Inc. Mr. Konishi was also President of STEWARD Inc. and was with the company between April 2005 and March 2009.

 

Masatoshi Suga, Vice President, Chief Financial Officer, Director

From 2009 to 2011, Mr. Suga was the Executive Director of J-TOP Industry Co., Ltd, an electric works company. From 2008 to 2011, he was the Executive Director of Fuji Holdings, Inc., an electric works company, and he was also President of Elex Co., Ltd, an electric works company from 2003 to 2009.

 

 

 

Mr. Mitsuhiro Matsumoto, Secretary

Mr. Matsumoto, has been a director of With Asset Management Inc., a fund origination firm, since December 2009. He was also a director of Infinity between December 2010 and May 2012. Between May 2002 and February 2005, he served as President of TOUCH UP Co., Ltd., a cosmetic sales and event business. Mr. Matsumoto was resigned as Secretary of the Company subsequent to the year end, effective October 16, 2012.

 

Mr. Takahito Yasuki, Director

In 1984, Mr. Yasuki incorporated a game selling company ROMSTAR, Inc in California and assumed the President position. After folding ROMSTAR, he incorporated PLAYPHONE Inc., a mobile social game developing company in San Jose. He continues to hold the President position there as of today.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company's equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended August 31, 2010, the following person have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during the year ended August 31, 2011:

 

                 
Name     Principal Position  

Number of

late reports

Transactions not timely reported   Known failures to file a required form
------------------------------------------------------------------------------------------------------------------
Marilyn Montgomery President 2 2   2
------------------------------------------------------------------------------------------------------------------
                 

Note: Marilyn Montgomery did not file a Form 3 in connection with her initial ownership and sale of 8,200,000 shares in the Company.

 

To the best of our knowledge, no reports which were failed to file on a timely manner under the Exchange Act during the year ended August 31, 2012.

 

Board of Directors

 

The Board of Directors met on July 2, 2012 which was attended by all Board members. This was the only time such meeting was held during the year ended August 31, 2012.

 

 

 

Audit Committee

 

The Company does not presently have an Audit Committee. The Company’s Directors of the Board sit as the Audit Committee. No qualified financial expert has been hired because the company is too small to afford such expense.

 

Committees and Procedures

 

(1)   The registrant has no standing audit, nominating and compensation committees of the Board of Directors, or committees performing similar functions. The Board acts itself in lieu of committees due to its small size.

 

(2)   The view of the Board of Directors is that it is appropriate for the registrant not to have such a committee because its directors participate in the consideration of director nominees and the Board and the Company are so small.

 

(3)   The members of the Board who acts as nominating committee is not independent, pursuant to the definition of independence of a national securities exchange registered pursuant to section 6(a) of the Act (15 U.S.C. 78f(a)).

 

(4)   The nominating committee has no policy with regard to the consideration of any director candidates recommended by security holders, but the committee will consider director candidates recommended by security holders.

 

(5)   The basis for the view of the board of directors that it is appropriate for the registrant not to have such a policy is that there is no need to adopt a policy for a small company.

 

(6)   The nominating committee will consider candidates recommended by security holders, and by security holders in submitting such recommendations.

 

(7)   There are no specific, minimum qualifications that the nominating committee believes must be met by a nominee recommended by security holders except to find anyone willing to serve with a clean background.

 

(8) The nominating committee's process for identifying and evaluation of nominees for director, including nominees recommended by security holders, is to find qualified persons willing to serve with a clean backgrounds. There are no differences in the manner in which the nominating committee evaluates nominees for director based on whether the nominee is recommended by a security holder, or found by the board.

 

Code of Ethics

 

We have not adopted a Code of Ethics for the Board and any salaried employees.

 

 

Limitation of Liability of Directors

 

Pursuant to the Nevada General Corporation Law, our Articles of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director may have to be indemnified and does not affect any Director's liability under federal or applicable state securities laws. We have agreed to indemnify our directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a Director if he acted in good faith and in a manner he believed to be in our best interests.

 

Nevada Anti-Takeover Law and Charter and By-law Provisions

 

The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada Corporation Law apply to Your Event, Inc. Section 78.438 of the Nevada law prohibits the Company from merging with or selling more than 5% of our assets or stock to any shareholder who owns or owned more than 10% of any stock or any entity related to a 10% shareholder for three years after the date on which the shareholder acquired the Your Event, Inc. shares, unless the transaction is approved by Your Event, Inc.'s Board of Directors. The provisions also prohibit the Company from completing any of the transactions described in the preceding sentence with a 10% shareholder who has held the shares more than three years and its related entities unless the transaction is approved by our Board of Directors or a majority of our shares, other than shares owned by that 10% shareholder or any related entity. These provisions could delay, defer or prevent a change in control of Your Event, Inc.

 

Item 11. Executive Compensation

 

Compensation

 

As a result of the Company's current limited available cash, no officer or director received compensation since October 30, 2007 (inception) through August 31, 2012, except for Marilyn Montgomery, a former Chief Executive Officer and a director, who resigned the Company on January 5, 2012. Ms. Montgomery received compensation in the amount of $9,559 for the year ended August 31, 2012. The Company has no intention of paying salaries for other officers and directors at this time. However, the possibility will be considered depending on the way our business develops in the future.

 

We do not have any long-term compensation plans or stock option plans.

 

Stock Option Grants

 

We did not grant any stock options to the executive officer or director from inception through August 31, 2012.

 

 

Outstanding Equity Awards

 

We did not have any outstanding equity awards as of August 31, 2012.

 

Option Exercises

 

There were no options exercised by our named executive officers in the year ended August 31, 2012.

 

Potential Payments Upon Termination or Change in Control

 

We have not entered into any compensatory plans or arrangements with respect to our named executive officers, which would in any way result in payments to such officers because of his/her resignation, retirement, or other termination of employment with us, or any change in control of, or a change in his/her responsibilities following a change in control.

 

Director Compensation

 

We did not pay our directors any compensation during the years ended August 31, 2012 and August 31, 2011, except for Marilyn Montgomery as indicated above.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table presents information, to the best of our knowledge, about the ownership of our common stock on November 29, 2012 relating to those persons known to beneficially own more than 5% of our capital stock and by our named executive officers and directors.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60 days after November 29, 2012 pursuant to options, warrants, conversion privileges or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the U. S. Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of the Company's common stock.

 

We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.

 

 

 

 

 

Title of   Name of Beneficial   Number of shares beneficially   Percent of  
Class   Owner and Position   Owned as of November 29, 2012 Class(1)  
------------------------------------------------------------------------------------------------------  
Common   Masaya Konishi (2)   6,348,993   57.72%  
    CEO/Director          
                   
Common   Billion Sino (3) 1,651,007   15.00%  
             
------------------------------------------------------------------------------------------------------  

 

Directors and Officer as a Group

(4 persons)

 

7,398,993

 

 

67.17%

 
                   
                     

 

(1) Percent of Class is based on 11,000,000 shares issued and outstanding.

(2) Masaya Konishi’s business address is 4-22-10 Ebisu, Shibuya-ku Tokyo 1500013 Japan

(3) Billion Sino, Unit 1006, 10F, Carnarvon Plaza, 20 Carnarvon Road Tsimshatsui, Kowloon, Hong Kong, P.R. C. . Choi Sio Man, CEO of Billion Sino is beneficial owner who has the ultimate voting control over the shares held this entity.

 

Change of Control

 

On June 10, 2011, Million Win Investments (HK) Limited ("Million Win") entered into a Stock Transfer Agreement, whereby it sold 6,548,993 common shares of its 8,200,000 common shares of the Company to Infinity, whereby Infinity had an option to purchase the remaining 1,651,007 shares owned by Million Win.

 

On August 1, 2012, Masaya Konishi, CEO and Director of the Company, purchased 6,548,993 shares from Infinity for an aggregate purchase price of $383,000 USD (30,000,000 JPY) in a private transaction.

 

On November 27, 2012, Masaya Konishi, CEO and Director of the Company, transferred 80,000 shares, 60,000 shares, and 60,000 shares of common stock to June Tsukamoto, Chairperson, Kioko Tsukamoto, and Junko Top, the daughters of June Tsukamoto, respectively, at free of charge in a private transaction.

 

The Company has 11,000,000 common stock issued and outstanding as of November 29, 2012. With these two transfers above, Mr. Konishi owns 6,348,993 shares which represent 57.72% of the issued and outstanding shares, the majority ownership interest in the Company as of November 29, 2012.

 

On October 18, 2012, Million Win transferred 1,651,007 shares it owned to its affiliated company, Billion Sino for $82,550 in a private transaction.

 

 

In these private transactions, the Company did not engage in any form of general solicitation or general advertising in connection with the transactions. Mr. Konishi and Billion Sino were provided access to all material information, which they requested and all information necessary to verify such information and were afforded access to any Company information in connection with these transactions. Mr. Konishi and Billion Sino acquired these securities for investment and not with a view toward distribution, acknowledging such intent. They understood the ramifications of their actions. The shares of common stock issued contained a legend restricting transferability absent registration or applicable exemption.

 

We believe that all persons named have full voting and investment power with respect to the shares indicated, unless otherwise noted in the table. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

Transactions with related persons, promoters and certain control persons.

 

The Company paid compensation to Marilyn Montgomery, a former Chief Executive Officer and a director, who resigned the Company on January 5, 2012, in the amount of $9,559 for the year ended August 31, 2012.

 

On August 1, 2012, Masaya Konishi, CEO and Director of the Company purchased 6,548,993 shares from Infinity for an aggregate purchase price of $383,000 USD (30,000,000 JPY) in a private transaction. On November 27, 2012, Mr. Konishi transferred his 200,000 shares of common stock to three individuals at free of charge in a private transaction. The Company has 11,000,000 shares of common stock issued and outstanding as of November 29, 2012. With these transfers, Mr. Konishi’s ownership of 6,348,993 shares represents approximately 57.72% of the issued and outstanding shares, the majority ownership interest in the Company as of November 29, 2012.

 

Director Independence

 

As the Company is quoted on the OTCBB and not one of the national securities exchanges, it is not subject to any director independence requirements.

 

 

 

 

 

 

 

 

Item 14. Principal Accountant Fees and Services.

 

Somerset CPAs, P.C. served as our principal independent public auditors for the year ended August 31, 2012, and the Company engaged a different auditor for the year ended August 31, 2011. Aggregate fees billed to us for the years ended August 31, 2012 and 2011 were as follows:

 

For the Years Ended August 31,

              -----------------------------------------------------
              2012   2011  
              -----------------------------------------------------
(1) Audit Fees (1)       $       26,240   $        9,520  
(2) Audit-Related Fees       0   0  
(3) Tax Fees         0   0  
(4) All Other Fees (2)       343,484   0  

 

Total fees paid or accrued to our principal auditors.

 

(1)         Audit fees include fees billed and expected to be billed for services performed to comply with Generally Accepted Auditing Standards (GAAS), including the recurring audit of the Company's financial statements for such period included in this Annual Report on Form 10-K and for the reviews of the quarterly financial statements included in the Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission.

(2)         Other fees include fees billed for services performed related to due diligence services rendered related to the potential acquisition of several Japanese businesses.

 

Audit Committee Policies and Procedures

 

We do not have an audit committee; therefore our Chief Financial Officer pre-approves all services to be provided to us by our independent auditor. This process involves obtaining (i) a written description of the proposed services, (ii) the confirmation of our Principal Accounting Officer that the services are compatible with maintaining specific principles relating to independence, and (iii) confirmation from our securities counsel that the services are not among those that our independent auditors have been prohibited from performing under SEC rules. Our Chief Financial Officer then makes a determination to approve or disapprove the engagement of Somerset CPAs, P.C. for the proposed services. In the fiscal year ended August 31, 2012, all fees paid to Somerset CPAs, P.C. were unanimously pre-approved in accordance with this policy.

Less than 50 percent of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

 

 
 

 

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

The following information required under this item is filed as part of this

report:

 

(a) 1. Financial Statements

        Page
         
Management's Report on Internal Control Over Financial Reporting     13
Report of Independent Registered Public Accounting Firm       F-1
Balance Sheets       F-2
Statements of Operations       F-3
Statements of Stockholders' Equity (Deficit)       F-4
Statements of Cash Flows       F-5
Notes to Financial Statements       F-6

 

 

 

 

(b) 2. Financial Statement Schedules

 

None.

 
 

 

 

(c) 3. Exhibit Index

          Incorporated by reference  
                 
    Exhibit   Filed   Period   Filing
Exhibit   Description herewith Form Ending Exhibit Date
-----------------------------------------------------------------------------------------------------
3.1   Your Events, Inc.   SB-2   3.1 1/18/2008
    Articles of          
    Incorporation          
    currently in effect          
-----------------------------------------------------------------------------------------------------
3.2   By-Laws as   SB-2   3.2 1/18/2008
    currently in effect          
-----------------------------------------------------------------------------------------------------
10.1   Lock-up Agreement   S-1   10.1 3/4/2008
    of Common shares          
    date 01/15/2008          
-----------------------------------------------------------------------------------------------------
31.1   Certification of          
    President and          
    Principal Financial          
    Officer, pursuant to Section 302 of          
    The Sarbanes-          
    Oxley Act X        
-----------------------------------------------------------------------------------------------------
32.1   Certification of X        
    President and          
    Principal Financial          
    Officer, pursuant to Section 906 of          
    The Sarbanes-          
    Oxley Act          

 

 
 

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Your Event, Inc.

Registrant

 

 

 

By: /s/ Gaku Uehara

Gaku Uehara

President, Director

 

By: /s/ Masaya Konishi

Masaya Konishi

Principal Executive Officer, Director

 

By: /s/ Masatoshi Suga

Masatoshi Suga

Principal Financial Officer, Director

 

 

 

Date: November 29, 2012

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the Registrant and in the capacities and on the dates indicated have signed this report below.

 

 

By: /s/ Gaku Uehara

Gaku Uehara

President, Director

 

By: /s/ Masaya Konishi

Masaya Konishi

Principal Executive Officer, Director

 

By: /s/ Masatoshi Suga

Masatoshi Suga

Principal Financial Officer, Director

 

Date: November 29, 2012