UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

(Mark one)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended February 28, 2013

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________to

Commission File Number: 000-53164

Your Event, Inc.

(Exact name of registrant as specified in its charter)

Nevada		26-1375322
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		Identification No.)

 

1601 Pacific Coast Highway Suite 250, Hermosa Beach, CA		90254
(Address of principal executive offices)		(Zip Code)

 

Telephone: 310-698-0728

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant 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 [ ] No [ ] Not Applicable

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [X] No o

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section S 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of April 18, 2013, the registrant’s outstanding common stock consisted of 11,000,000 shares, $0.001 par value. Authorized – 70,000,000 common shares.

Table of Contents

Your Event, Inc.

Index to Form 10-Q

For the Quarterly Period Ended February 28, 2013

 

PART I	Financial Information	3
ITEM 1.	Financial Statements	3
	Balance Sheets	3
	Unaudited Statements of Operations	4
	Unaudited Statements of Cash Flows	5
	Notes to the Unaudited Financial Statements	6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	15
ITEM 4T.	Controls and Procedures	15
PART II	Other Information	19
ITEM 1.	Legal Proceedings	19
ITEM 1A.	Risk Factors	19
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
ITEM 3	Defaults Upon Senior Securities	19
ITEM 4	Submission of Matters to a Vote of Security Holders	19
ITEM 5	Other Information	19
ITEM 6	Exhibits	20
	SIGNATURES	21

 

2

 

 

Part I. Financial Information

 

Item 1. Financial Statements

 

Your Event, Inc.

(A Development Stage Company)

Condensed Balance Sheets

 

				February 28, 2013		August 31, 2012
		ASSETS		(Unaudited)		(Audited)
Current assets:
	Cash			364,101		127,988
	Prepaid expense			24,776		34,560
	Accounts receivable			843		-
	Deposits			3,830		-
		Total current assets		393,550		162,548
Fixed assets:
	Intangible asset, net accumulated amortization
		of $396		3,164
	Furniture and equipment, net
		accumulated depreciation of $517		45,566		-
		Total fixed assets		48,730		-
TOTAL ASSETS				442,280		162,548
		LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable and accrued liabilities			10,414		4,100
	Due to former stockholder			524,501		524,501
	Due to officer			-		125,818
	Loan payable - related party			979,275		-
	Loan payable			40,000		-
	Interest payable – related party			3,582		-
		Total current liabilities		1,557,772		654,419
Stockholders' equity:
	Preferred stock, $0.001 par value, 5,000,000 shares			-		-
		authorized, none issued
	Common stock, $0.001 par value, 70,000,000 shares			11,000		11,000
		authorized, 11,000,000 and 11,000,000 issued and
		outstanding as of 2/28/13 and 8/31/12,
		Respectively
	Additional paid-in capital			124,750		124,750
	Deficit accumulated during development stage			(1,251,242)		(627,621)
		Total stockholders' equity		(1,115,492)		(491,871)
TOTAL LIABILITIES AND STOCKHOLDERS'
	EQUITY			$442,280		$162,548

 

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

3

Your Event, Inc.

(A Development Stage Company)

Condensed Statements of Operations

(Unaudited)

 

 

			For the three months ending February 28, 2013		For the three months ending February 29, 2012		For the six months ending February 28, 2013		For the six months ending February 29, 2012		From October 30, 2007 (inception) to February 28, 2013
Revenue			-		-		-		-		-
Expenses:
	Acquisition costs		-		-		-		-		343,484
	Accounting fees		23,712		62,955		26,754		62,705		142,003
	Advertising		-		-		-		-		1,054
	Operating expenses		91,659		26,000		432,985		26,350		581,260
	Operating expenses - related party		16,000		-		35,058		9,559		54,617
		Total operating expenses	131,371		88,955		494,797		98,614		1,122,418
Other expenses:
	Foreign exchange loss		-		-		207		-		207
	Interest expense – related party		2,772		-		3,582		-		3,582
	Loss on investment		-		-		125,035		-		125,035
		Total other expenses	2,772		-		128,824		-		128,824
Net (Loss)			(134,143)		(88,955)		(623,621)		(98,614)		(1,251,242)
Weighted average number of common
	shares outstanding- basic		11,000,000		11,000,000		11,000,000		11,000,000
Net loss per share			$(0.06)		$(0.01)		$(0.01)		$(0.01)

 

 

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

 

4

 

Your Event, Inc.

(A Development Stage Company)

Condensed Statements of Cash Flows

(Unaudited)

			For the six months ending February 28, 2013		For the six months ending February 29, 2012		From October 30, 2007 (inception) to February 28, 2013
OPERATING ACTIVITIES
Net loss			(623,621)		(98,614)		(1,251,242)
Adjustment to reconcile net loss to net cash
	used by operating activities:
	Changes in operating assets and liabilities:
		Accounts receivable	(843)		-		(843)
		Depreciation/Amortization	913		-		913
		Deposits	(3,830)		-		(3,830)
		Prepaid expense	9,783		(151,318)		(24,777)
		Accounts payable	6,314		6,191		10,414
		Accrued expense	-		(5,000)		-
		Interest payable – related party	3,582		-		3,582
Net cash (used) by operating activities			(607,702)		(248,741)		(1,265,783)
INVESTING ACTIVITIES
	Purchase of furniture and equipment		(49,642)		-		(49,642)
Net cash (used) by investing activities			(49,642)		-		(49,642)
FINANCING ACTIVITIES
Proceeds from sale of common stock			-		-		15,000
Due to related party			853,457		-		853,457
Bank loan			40,000		-		40,000
Advances from former stockholder			-		246,432		524,501
Contribution to capital			-		-		120,750
Net cash provided by financing activities			893,457		246,432		1,679,526
NET INCREASE IN CASH			236,113		(2,309)		364,101
CASH - BEGINNING OF THE PERIOD			127,988		2,309		-
CASH - END OF THE PERIOD			364,101		-		364,101
SUPPLEMENTAL DISCLOSURES:
Interest paid			-		-		-
Income taxes paid			-		-		-
Non-cash transactions	stock payable		-		-		-

 

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

 

5

Your Event, Inc.

(A Development Stage Company)

Notes to the Condensed Unaudited Financial Statements

February 28, 2013

(Unaudited)

 

 

NOTE 1 - FINANCIAL STATEMENTS

 

The financial data presented herein is unaudited and should be read in conjunction with the financial statements and accompanying notes included in the 2012 Annual Report on Form 10-K filed by Your Event, Inc. (which, unless the context requires otherwise, shall be referred to herein as the “Company”). In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at February 28, 2013 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 (“U.S. GAAP”) have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's August 31, 2012 audited financial statements. The results of operations for the periods ended February 28, 2013 and February 29, 2012 are not indicative of the operating results for the full year.

 

 

NOTE 2 - GOING CONCERN

 

These condensed financial statements have been prepared in accordance with U.S. GAAP applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of February 28, 2013, the Company has not recognized any revenues and has accumulated operating losses of $1,251,242 since inception. The Company's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used for the acquisition of business across several industry sectors through the implementation of well-defined management strategies. While the Company is putting forth its best efforts to achieve these plans, there is no assurance that any such activity will generate funds that will be available for operations.

 

These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.

 

 

 

 

6

 

 

 

Your Event, Inc.

(A Development Stage Company)

Notes to the Condensed Unaudited Financial Statements

February 28, 2013

(Unaudited)

 

 

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

 

Critical Accounting Policies and Estimates

Revenue Recognition: We recognize revenue from product sales once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonably assured.

 

Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Intangible assets

The Company follows Financial Accounting Standard Board’s (FASB) Codification Topic 350-50 (“ASC 350-50”), “Intangibles – Goodwill and Other” to determine the method of amortization of its intangible assets. The Company’s intangible assets are capitalized at historical cost and are amortized over their useful lives.

 

 

NOTE 4 - 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 position and results of operations.

 

 

NOTE 5 – RELATED PARTY BALANCES AND 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 as of February 28, 2013. The debt is due upon financial stability and ability to cash flow payments.

 

An officer of the Company loaned the Company $979,275. In December, 2012, $739,375 of this debt was converted into a Convertible Note due and payable on December 31, 2014. Interest on the unpaid principal balance of this Note shall be calculated at the rate of one point five percent (1.5%) per annum with accrued and unpaid interest being payable on the Maturity Date. The Note Holder may elect to convert all or part of the principal of this Convertible Note and any accrued and unpaid interest at any time before December 31, 2014. The conversion price shall be at a price of $0.20 per unregistered restricted common share. The Company has analyzed the Convertible Note for a beneficial conversion feature and found that no beneficial conversion feature should be recognized, as both the stock price on the commitment date and the conversion price are the same.

 

7

 

Your Event, Inc.

(A Development Stage Company)

Notes to the Condensed Unaudited Financial Statements

February 28, 2013

(Unaudited)

 

 

NOTE 6 – SUBSIDIARY

 

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 was to plan, operate and administer major events in Japan, not limited to conducting public exhibitions.

 

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. Management believes California is where the new business opportunity lies for the Company. Management is currently working to establish and grow its business there. Upon moving its corporate headquarters to California, management concluded the Company no longer needed a subsidiary in Japan. Prior to closing the subsidiary, all liabilities were settled and the subsidiary had no assets.

 

 

NOTE 7 – LOAN PAYABLE

 

On February 15, 2013 the Company entered into a Promissory Note with a bank for the principal amount of $40,000. Interest on the unpaid principal balance of this Note shall be calculated at the rate of two point five seven percent (2.57%) per annum with a Maturity Date of February 15, 2016. Payments of $1,156.20 are due monthly until the Maturity Date. This Note may be paid earlier than due without penalty. The Company’s Certificates of Deposit in an amount equal to the principal have been used as collateral on this Note.

 

 

NOTE 8 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through April 18, 2013, the date on which the financial statements were available to be issued.

 

 

 

 

 

 

 

 

 

 

8

 

 

 

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

 

Forward-Looking Information

 

This Quarterly Report on Form 10-Q contains forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words "anticipate," "believe," "estimate," "will," "plan," "seeks," "intend," and "expect" 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 Quarterly Report on Form 10-Q. Important factors that could cause actual results to differ materially from our forward-looking statements are set forth in this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q. 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.

 

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 on Form 10-K for the fiscal year ended August 31, 2012.

 

 

Results of Operations

 

Overview of Current Operations

 

Your Event, Inc. (the “Company” or the “Registrant”) was incorporated in the state of Nevada on October 30, 2007. We have not generated any revenue to date and we are a development stage company.

 

At the Company’s inception, Your Event, Inc. focused on becoming an event planning company primarily serving the Las Vegas, Nevada market. Its goal included the planning of corporate events such as conventions, business conferences, and product launches, as well as social events such as weddings, reunions, and anniversaries, and develop and implement a marketing and sales program to sell these event planning services. Since its inception, new management has taken control of the Company and is evaluating new business opportunities to move the Company towards a new focus area.

 

9

 

 

 

Our Business

 

We are a small, start-up company that has not generated any revenues. Since our inception on October 30, 2007 through February 28, 2013, we did not generate any revenues and have incurred a cumulative net loss of $(1,251,242). The next twelve (12) months is dependent on the direction and execution of the Company’s future plans of management.

 

Based on the small size of our Company, management views that it requires funding for two separate areas of the Company's business. This first includes paying for the legal and accounting expenses to keep the Company full reporting; the second includes funding to build the actual business operations of the Company.

 

Management is currently analyzing new business opportunities and evaluating new business strategies will be undertaken by 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 analysis of new businesses will be undertaken by or under the supervision of our officers/directors. It is anticipated that the analysis of specific proposals and the selection of a business will take several months. Management will seek businesses from all known sources, but will rely principally on personal contacts of the officers/directors and affiliates of the Company, as well as indirect associations between them and other business and professional people.

 

Your Event will not restrict its search to any particular business, industry, or geographical location, and management reserves the right to evaluate and enter into any type of business in any location. It may participate in a newly organized business venture. On the other hand, it may select a more established company entering a new phase of growth or in need of additional capital to overcome existing financial problems. In seeking a business venture, the decision of management will be based on the business objective of seeking long-term capital appreciation in the real value of the business acquired by Your Event.

 

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.

10

 

 

 

 

Management anticipates the selection of an acquired business will be complex and risky because of the competition for such business opportunities among all segments of the financial community. The nature of the company's search for the acquisition of a business requires maximum flexibility since the company will be required to consider various factors and divergent circumstances which may preclude meaningful direct comparison among the various business enterprises, product or services investigated. The management of the company will have virtually unrestricted flexibility in identifying and selecting a prospective acquired business. Besides determining its fair market value, management will consider the following:

 

·         the acquired business' net worth;

·         the acquired business' total assets;

·         the acquired business' cash flow;

·         costs associated with effecting the business combination;

·         equity interest and possible management participation in the acquired business;

·         earnings and financial condition of the acquired business;

·         growth potential of the acquired business and the industry in which it operates;

·         experience and skill of management and availability of additional personnel of the acquired business;

·         capital requirements of the acquired business;

·         competitive position of the acquired business;

·         stage development of the product, process or service of the acquired business;

·         degree of current or potential market acceptance of the product, process or service of the acquired business; and

·         regulatory environment of the industry in which the acquired business operates.

 

These criteria are not intended to be exhaustive.

 

In seeking a business venture, the decision of management will not be controlled by an attempt to take advantage of any anticipated or perceived appeal of a specific industry, management group, product, or industry, but will be based on the business objective of seeking long-term capital appreciation in the real value of Your Event.

 

The period within which we may participate in a business on completion of this offering cannot be predicted and will depend on circumstances beyond our control, including the availability of businesses, the time required to complete our investigation and analysis of prospective businesses, the time required to prepare appropriate documents and agreements providing for our participation, and other circumstances. It is anticipated that the analysis of specific proposals and the selection of a business will take several months.

 

 

10

 

 

 

It is possible that Your Event may propose to acquire a business in the development stage. A business is in the development stage if it is devoting most of its efforts to establishing a new business, and planned principal operations have either not commenced or not yet resulted in significant revenues.

 

Competition

 

Your Event will be involved in intense competition with other business entities, many of which will have a competitive edge over us by virtue of their more substantial financial resources and prior experience in business. We face as well numerous other smaller companies at the same stage of development as we are. (See "Competition," in Risk Factors.)

 

Intellectual Property

 

The Company plans to rely on a combination of trademark, copyright, trade secret and patent laws in the United States as well as confidentiality procedures and contractual provisions to protect our proprietary technology and our brand. The Company plans also to rely on copyright laws to protect our future computer programs and our proprietary databases.

 

From time to time, Your Event may encounter disputes over rights and obligations concerning intellectual property. Also, the efforts management has taken to protect its proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm the business, the brand and reputation, and the ability to compete. Also, protecting Your Event’s intellectual property rights could be costly and time consuming.

 

Employees

 

The Company currently no employees. The business operations are provided by the officers and directors of the Company. The Company plans to utilize additional independent contractors on a part-time/as needed basis.

 

Properties

 

Your Event rents office space at 1601 Pacific Coast Highway Suite 250, Hermosa Beach, CA 90254. The Company does not own any real property.

 

11

 

 

Your Event, Inc.'s Funding Requirements

 

We do not have sufficient capital to become fully operational. We will require additional funding to sustain operations. There is no assurance that we will have revenue in the future or that we will be able to secure the necessary funding to develop our business. Without additional funding, it is most likely that our business model will fail, and we shall be forced to cease operations.

 

The management of Your Event, Inc. is currently preparing to raise funds in order to acquire a business and build the Company. Management will seek different funding sources. There are no assurance that the Company will be able to find funding on terms favorable to the Company, or at all, and such financing, if available, might be dilutive to the Company’s shareholders.

 

Results of Operations for the quarter ended February 28, 2013

 

Revenues

 

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

 

During the quarter ended February 28, 2013, the Company had unaudited $364,101 in cash and a prepaid expense of $24,776, accounts receivable of $843 and deposits of $3,830 for a toal current assets of $393,550 as compared to audited cash of $127,988 and $34,560 in prepaid expenses for total current assets of $162,548 for the year ended August 31, 2012.

 

During the three months ended February 28, 2013, the Company had total operating expenses of $131,371, as compared to total operating expenses of $88,955 for the same period last year. The increase in expenses represented operating expenses of $91,659, accounting fees of $23,712 and operating expenses - related party of $16,000. The net loss for the three months ended February 28, 2013 was $(134,143) versus a net loss of $(88,955) for the same period last year. The Company’s net and operating expenses increased based on moving its operations from Japan to the U.S.

 

During the six months ended February 28, 2013, the Company had total operating expenses of $494,797, as compared to total operating expenses of $98,614 for the same period last year. The increase in expenses represented operating expenses of $432,985, accounting fees of $26,754 and operating expenses - related party of $35,058. The net loss for the six months ended February 28, 2013 was $(623,621) versus a net loss of $(98,614) for the same period last year. Since inception on October 30, 2007, the Company has incurred total operating expenses of $1,122,418 and a net loss of $(1,251,242) through the period ended February 28, 2013.

 

12

 

The Company used net cash in operations of $607,702 and $1,265,783 during the six month period ended February 28, 2013 and the period from inception to February 28, 2013, respectively, net cash in investing activities to purchase furniture and equipment of $49,642 during the six month period ended February 28, 2013; and generated cash of $893,457 and $1,679,526 from financing activities during the six month period ended February 28, 2013 and the period from inception to February 28, 2013, respectively. The funds generated from financing activities were from related party financing, advances from a former stockholder and bank loan.

 

 

Plan of Operation

 

Management does not believe that the Company will be able to generate any significant profit during the coming year. The Company's need for capital may change dramatically if it can generate additional revenues from its operations. Management is currently seeking a business to acquire. Management is also in the process of preparing to raise funds in order to acquire a business. There are no assurances additional capital will be available to the Company on acceptable terms.

 

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

 

 

Going Concern

 

The Company experienced operating losses of $(1,122,418) since its inception on October 30, 2007 through the period ended February 28, 2013. The financial statements have been prepared assuming the Company will continue to operate as a going concern which contemplates the realization of assets and the settlement of liabilities in the normal course of business. No adjustment has been made to the recorded amount of assets or the recorded amount or classification of liabilities which would be required if the Company were unable to continue its operations. (See Financial Footnote 2.)

 

Summary of any product research and development that we will perform for the term of our plan of operation.

 

We do not anticipate performing any additional significant product research and development under our current plan of operation.

 

13

 

 

Expected purchase or sale of plant and significant equipment

 

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

 

 

Significant changes in the number of employees

 

As of February 28, 2013, we did not have any employees. We are dependent upon our officers and directors for our future business development. As our operations expand we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time.

 

 

Liquidity and Capital Resources

 

As of February 28, 2013, the Company had total current assets of $393,550 and total current liabilities of $1,557,772. The Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely affected the Company's ability to obtain certain projects and pursue additional business. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. In order for the Company to remain a Going Concern it will need to find additional capital. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. Management has been seeking outside funding for the Company with little success. The current economic downturn has made it difficult to find new capital sources for the Company. No assurances can be given that any new financing can be obtained to future the Company's business plan. No officer or director received stock options or other non-cash compensation since the Company's inception through February 28, 2013. The Company has no employment agreements in place with its officers.

 

 

14

 

 

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material

to investors.

 

Critical Accounting Policies and Estimates

 

Revenue Recognition: We recognize revenue from product sales once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonable assured.

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not required for smaller reporting companies.

 

 

Item 4T. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

 

Management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, our disclosure controls and procedures were not effective. Our disclosure controls and procedures were not effective because of the "material weaknesses" described below under "Management's report on internal control over financial reporting," which are in the process of being remediated as described below under "Management Plan to Remediate Material Weaknesses."

 

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Management's Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in rules promulgated under the Exchange Act, is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and affected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that:

 

·         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 our receipts and expenditures are being made only in accordance with authorizations of our management and our Board of Directors; and

 

·         provide reasonable assurance regarding prevention or timely detection of unauthorized aacquisition, use or disposition of our assets that could have a material effect on our financial statements

 

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this

risk. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

 

Our management assessed the effectiveness of our internal control over financial reporting as of February 28, 2013. In making its assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material weaknesses in our internal controls over financial reporting. As a result, our internal control over financial reporting was not effective as of February 28, 2013.

 

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A "material weakness" is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls. As a result of management's review of the investigation issues and results, and other internal reviews and evaluations that were completed after the end of quarter related to the preparation of management's report on internal controls over financial reporting required for this quarterly report on Form 10-Q, management concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following:

 

1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

 

We do not believe the material weaknesses described above caused any meaningful or significant misreporting of our financial condition and results of operations for the quarter ended February 28, 2013. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

Management Plan to Remediate Material Weaknesses

 

Management is pursuing the implementation of corrective measures to address the material weaknesses described 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:

 

We have just appointed one outside director to our board of directors who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management.

 

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We believe the remediation measures described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above.

 

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial

reporting.

 

This quarterly report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this quarterly report.

 

 

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PART II. OTHER INFORMATION

 

Item 1 -- Legal Proceedings

 

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

 

We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

 

 

Item 1A - Risk Factors

 

See Risk Factors set forth in Part I, Item 1 of the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2012 and the discussion in Item 1, above, under "Liquidity and Capital Resources."

 

 

Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

 

Item 3 -- Defaults Upon Senior Securities

 

None.

 

 

Item 4 -- Submission of Matters to a Vote of Security Holders

 

None.

 

 

Item 5 -- Other Information

 

 

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Item 6 -- Exhibits

 

 

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period Ending	Exhibit	Filing Date
31.1	Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act	X
31.2	Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act	X
32.1	Certification of Principal Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act	X
32.2	Certification of Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act	X

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

	Your Event, Inc. Registrant
Date: April 18, 2013	/s/ Masaya Konishi
	Name: Masaya Konishi
	Title: Chief Executive Officer, Director

 

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