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, 2014

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 [X] No [ ]

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

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 o No [X]

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 11, 2014, the registrant’s outstanding common stock consisted of 25,583,835 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, 2014

 

PART I	Financial Information	3
ITEM 1.	Financial Statements	3
	Condensed Balance Sheets	3
	Unaudited Condensed Statements of Operations	4
	Unaudited Condensed Statements of Cash Flows	5
	Notes to the Unaudited Condensed Financial Statements	6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	16
ITEM 4T.	Controls and Procedures	16
PART II	Other Information	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.

Condensed Consolidated Balance Sheets

(Unaudited)

 

			February 28, 2014		August 31, 2013
		ASSETS
Current assets:
	Cash		88,746		101,484
	Prepaid expense		10,354		6,764
	Accounts receivable		11,424		138,563
	Inventory		175,964		86,494
	Advance payment		86,527
	Deposits		4,591		4,322
		Total current assets	377,606		337,627
Fixed assets:
	Intangible asset, net accumulated depreciation
		of $2,528	6,899		3,571
	Furniture and equipment, net
		accumulated depreciation of $12,744	51,695		48,554
		Total fixed assets	58,594		52,125
TOTAL ASSETS			436,200		389,752
		LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable and accrued liabilities		330,808		208,711
	Loan payable		12,899		13,176
	Loan payable-related party		565,000		-
	Interest payable		1,881		-
		Total current liabilities	910,588		221,887
Long-term liabilities:
	Loan payable		15,049		20,333
	Total long-term liabilities		15,049		20,333
		Total liabilities	925,637		242,220
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		24,244		23,244
		authorized, 24,243,835 and 23,243,835 issued and
		outstanding as of 2/28/14 and 8/31/13,
		Respectively
	Prepaid consulting fees paid in common stock		(1,077,389)		(1,209,314)
	Additional paid-in capital		2,688,073		2,689,073
	Deficit accumulated during development stage		(2,124,365)		(1,355,471)
		Total stockholders' equity	(489,437)		147,532
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			436,200		389,752

 

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

 

3

 

 

Your Event, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

			For the three months ended February 28, 2014		For the three months ended February 28, 2013		For the six months ended February 28, 2014		For the six months ended February 28, 2013
Revenue			15,302		-		134,308		-
Cost of goods sold			9,718		-		77,508		-
Gross profit			5,584		-		56,800		-
Expenses:
	Accounting fees		11,100		23,712		35,035		26,754
	Advertising		4,884		-		24,884		-
	Operating expenses		336,578		91,659		706,103		432,985
	Operating expenses - related party		33,818		16,000		57,484		35,058
		Total operating expenses	386,380		131,371		823,506		494,797
Other income and expenses:
	Foreign exchange gain/(loss)		34		-		46		(207)
	Interest income/(expense)		(1,649)		(2,772)		(2,234)		(3,582)
	(Loss) on investment		-		-		-		(125,035)
		Total other expenses	(1,615)		(2,772)		(2,188)		(128,824)
Net (Loss)			(382,411)		(134,143)		(768,894)		(623,621)
Weighted average number of common
	shares outstanding- basic		24,243,835		11,000,000		24,243,835		11,000,000
Net loss per share			($0.02)		($0.06)		($0.03)		($0.01)

 

 

 

 

 

 

 

 

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

 

4

 

 

Your Event, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

			For the six months ended February 28, 2014		For the six months ended February 28, 2013
OPERATING ACTIVITIES
Net loss			(768,894)		(623,621)
Adjustment to reconcile net loss from operations
	to net cash used in operating activities:
	Depreciation and amotization		8,595		913
	Amortization of prepaid stock compensation		131,925		-
	Foreign exchange gain		-		-
	Changes in operating assets:
		Decrease (increase) in accounts receivable	131,214		(843)
		Decrease (increase) in accounts receivable	(4,075)		-
		Decrease (increase) in deposits	(269)		(3,830)
		Decrease (increase) in inventory	(89,470)
		Decrease (increase) in advance payment	(84,817)
		Decrease (increase) in prepaid expense	(3,589)		9,783
	Changes in operating liabilities:
		Increase (decrease) in accounts payable	120,387		6,314
		Increase (decrease) in accrued interest payable	1,881		3,582
Net cash (used) by operating activities			(557,112)		(607,702)
INVESTING ACTIVITIES
	Purchase of intangible assets		(4,808)		-
	Purchase of fixed assets		(10,256)		(49,642)
	Repurchase of treasury stock		-		-
Net cash (used) by investing activities			(15,064)		(49,642)
FINANCING ACTIVITIES
Proceeds from due to officer			565,000		853,457
Proceeds from notes payable			-		40,000
Repayments of notes payable			(5,562)		-
Net cash provided by financing activities			559,438		893,457
NET INCREASE IN CASH			(12,738)		236,113
CASH - BEGINNING OF THE PERIOD			101,484		127,988
CASH - END OF THE PERIOD			88,746		364,101
SUPPLEMENTAL DISCLOSURES:
Non-cash transactions:
	Amortization of prepaid stock compensation		131,925		-

 

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

 

5

 

 

Your Event, Inc.

Notes to the Condensed Consolidated Unaudited Financial Statements

February 28, 2014

(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 2013 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, 2014 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, 2013 audited financial statements. The results of operations for the periods ended February 28, 2014 and February 28, 2013 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, 2014, the Company has generated $15,302 for this quarter and has accumulated a net loss of $(382,411) for the same period. 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.

Notes to the Condensed Consolidated Unaudited Financial Statements

February 28, 2014

(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.

 

Inventory

 

The Company is a wholesaler/distributor that receives orders from clients and then places the order needed from the factory supplier. Merchandise is then shipped directly from the factory supplier to the client. A portion of the orders are purchased directly by the client upon delivery, with the remainder on consignment.

 

Seasonal Revenue

 

The retail sales of the Company’s products are seasonal in nature. Sales of apparel and hard goods will constitute a significant portion of the Company’s sales. Since the Company’s primary customers will consist of major league baseball teams, the Company expects during the off-season, it will generate limited revenues as compared to when the baseball season is in session. The Company generated revenues of $134,308, and no revenues during the six month period ended February 28, 2014, and the same period ended February 28, 2013, respectively.

 

7

 

Your Event, Inc.

Notes to the Condensed Consolidated Unaudited Financial Statements

February 28, 2014

(Unaudited)

 

 

 

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 – 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 6 – 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 $1,196.20 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.

 

 

 

8

 

Your Event, Inc.

Notes to the Condensed Consolidated Unaudited Financial Statements

February 28, 2014

(Unaudited)

 

 

NOTE 7 – RELATED PARTY LOAN PAYABLE

 

On January 20, 2014, the Company entered into a Loan Agreement with Million Win Investments Limited, a Hong Kong corporation for the principal sum of $160,000 USD. The Company promises to pay to Million Win Investments Limited a simple rate per annum equal to one point five percent (1.5%) per annum. The outstanding principal amount of the Note and all accrued interest thereon shall be due and payable on or before March 31, 2014. Any principal and interest not paid when due, and any other amount payable by our company and not paid when due, shall bear interest at the simple rate of fourteen point size percent (14.6%). There is no arrangement to maintain compensating balances with a bank in relation with this line of credit. The Company has an outstanding balance of $160,606 as of February 28, 2014.

 

 

NOTE 8 – RELATED PARTY LINE OF CREDIT

 

On November 1, 2013, the Company entered into a Promissory Note with C-Five Management, a Japanese corporation for the principal sum of $1,000,000 USD (the Credit Limit), or such lesser amount. The Company promises to pay to C-Five Management a simple rate per annum equal to one point five percent (1.5%) per annum. The outstanding principal amount of the Note and all accrued interest thereon shall be due and payable on or before December 31, 2014. Any principal and interest not paid when due, and any other amount payable by our company and not paid when due, shall bear interest at the simple rate of fourteen point size percent (14.6%). There is no arrangement to maintain compensating balances with a bank in relation with this line of credit. The Company received $165,000 on October 8, 2013, $45,000 on November 25, 2013, $40,000 on December 10, 2013, $50,000 on December 24, 2013, $60,000 on December 26, 2013 and $45,000 on February 28, 2014 for an outstanding balance of $405,000 as of February 28, 2014.

 

 

NOTE 9 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through March 31, 2014, the date on which the financial statements were available to be issued.

 

 

 

 

 

 

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. In this Form 10-Q, the "Company," "we," "us," and "our" refer to Your Event, Inc. unless the context otherwise requires.

 

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.

 

The company has positioned itself to sell and market products under a well-known licensed brand, specifically, Hello Kitty. Your Event signed a Distribution Agreement with Sanrio as their exclusive wholesaler and distributor of Hello Kitty apparel and hard goods that will be sold through the Major League Baseball ("MLB") teams. The co-branded products are to be approved and manufactured by Sanrio.

 

 

9

Sales of such products are limited to the following retail channels:

 

a)      Retail stores on the premise of "MLB" ballparks;

b)      Retail stores owned by and directly controlled by MLB;

c)      Online stores directly operated by MLB

 

Our website is: http://yevn.us

 

Our Mission

 

“Our mission is to build a multi-generational fan base.” Our mission is accomplished by assisting professional sports teams in acquiring fans from the younger generation. As these younger fans develop a loyalty to the team, it is anticipated that these young fans eventually pass their team-specific enthusiasm to their children and grandchildren.

 

Our Business

 

We plan to market and sell Hello Kitty apparel and merchandise at a wide range of retail sales prices. Our Hello Kitty apparel products consist of:

 

·         T-Shirts

·         Outerwear

·         Fleece Jackets

·         Adjustable Baseball Caps (baseball caps that are sized, fitted and adjustable)

 

We also plan to market and sell Hello Kitty hard goods that consist of:

 

·         tote bags

·         coin purses

·         cell phone covers

·         pins

·         ball point pens

·         eyeglass frames

·         plush seat cushions

·         plush dolls

·         keychains

·         stickers, all with the Hello Kitty likenesses.

 

 

 

10

 

Manufacturing and Sourcing

 

We arrange for the production of products from independent manufacturers located primarily in Shenzen and Shanghai, China.

 

Our headquarters in California provide the liaison offices with production orders stating the quantity, quality, delivery time and types of products to be produced. We assist in the negotiation and placement of orders with manufacturers. In allocating production among independent suppliers, we consider a number of criteria, including, but not limited to, quality, availability of production capacity, pricing and ability to meet changing production requirements.

 

The manufacture of the substantial majority of our products is performed manually. A pattern is used in cutting fabric to panels that are assembled in the factory. All sub-materials are also added at this time. The products are inspected throughout this process to insure that the design and quality specifications of the order are being maintained as the garment is assembled. After pressing, cleaning and final inspection, the product is labeled and ready for shipment.

 

Our company is solely responsible for all matters pertaining to the conceptual design and development of all merchandise co-branded between Hello Kitty Merchandise and Major League Baseball, however the final approvals on these designs and products lies with Major League Baseball and Sanrio, the Licensors.

 

As is customary, we have not entered into any long-term contractual arrangements with any vendor or manufacturer. We believe that the production capacity of foreign manufacturers with which we have developed, or are developing, a relationship is adequate to meet our production requirements for the foreseeable future. We believe that alternative foreign manufacturers are readily available.

 

A majority of all finished goods manufactured for us is drop-shipped to our customers and/or distribution facilities or to designated third party facilities for final inspection and allocation. The goods are delivered to our customers by independent shippers. We choose the form of shipment (principally ship, truck or air) based upon a customer’s needs, cost and timing considerations.

 

 

Our Pricing Plan

 

We plan to market our products at multiple price points allowing us to provide products to a broad range of consumers. As a result of our broad distribution platform, we are a licensee and supplier of a premier branded name product. Our strategy is to seek sports licenses that will enable us to offer a range of products targeting different price points and different distribution channels.

 

11

 

Marketing and Distribution

 

Our products will be sold primarily to sports stores owned and operated by major league baseball teams in the United States and Canada. In addition, our products will be sold through mlb.com. We initially began selling products to the major league baseball teams in California.

 

Seasonality

 

We anticipate that retail sales of our products will be seasonal in nature. Sales of sports apparel will constitute a significant portion of our sales. Since our primary customers will consist of major league baseball teams, we expect during the off-season, we will generate limited revenues as compared to when the baseball season is in session

 

Recent Event

 

With the start of the new baseball season, the Company has been busy fulfilling orders for the major league baseball teams. The Company has just shipped products to 27 of the 30 major league baseball teams. The products will be available for sale in each of the baseball park's gift stores and through the Major League Baseball's website.

 

Competition

 

We have numerous competitors with respect to the sale of our products, including distributors that import products from abroad and domestic retailers with established foreign manufacturing capabilities. Some of our competitors have greater financial and marketing resources and greater manufacturing capacity than we do. In addition, many of these competitors have significantly greater experience than we do in their respective fields. We also compete with vertically integrated manufacturers that also own retail stores. Our retail business competes against a diverse group of retailers, including, among others, other outlet stores, department stores, specialty stores, warehouse clubs and e-commerce retailers. Sales of our products are affected by style, price, quality, brand reputation and general fashion trends.

 

Employees

 

The Company has four employees and seven Directors, two of whom are also Officers of the Company. Our Officers perform most of the job functions for the Company. The Company has no intention at this time to add employees until it can become a profitable entity. The Company from time-to-time may retain independent consultants in connection with its operations.

 

 

 

12

Properties

 

Our offices are currently located at 1601 Pacific Coast Highway Suite 250, Hermosa Beach, CA 90254. Management believes that its current leased facilities are not adequate for its needs and that management is looking for another office location to accommodate its administrative operations on commercially reasonable terms, although there can be no assurances in this regard.

 

Your Event, Inc.'s Funding Requirements

 

Management believes the Company will require additional funding to sustain its operations. There is no assurance that we will have sufficient 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.

 

 

Results of Operations for the quarter ended February 28, 2014

 

Revenues

 

For the quarter ended February 28, 2014, the Company has generated $15,302 in revenues resulting in a gross profit of $5,584. For the six-months ended February 28, 2014, the Company generated $134,308 resulting in a gross profit of $56,800.

 

During the quarter ended February 28, 2014, the Company had unaudited $88,746 in cash and a prepaid expense of $10,354, accounts receivable of $11,424, inventory of $175,964, advance payment of $86,527 and deposits of $4,591 for a total current assets of $377,606. Current liabilities, as of February 28, 2014, consisted of accounts payable and accrued liabilities of $330,808, loan payable of $12,899, loan payable-related party of $565,000 and interest payable of $1,881 for total current liabilities of $910,588.

 

This compares to audited cash of $101,484, prepaid paid expenses of $6,764, accounts receivable of $138,563, inventory of $86,494 and deposits of $4,322 for total current assets of $337,627 for the year ended August 31, 2012. Current liabilities for the year ended August 31, 2013 consisted of accounts payable and accrued liabilities of $208,711, and a loan payable of $13,176 for total current liabilities of $221,887.

 

During the three months ended February 28, 2014, the Company had total operating expenses of $386,380, as compared to total operating expenses of $131,371 for the same period last year. The expenses represented in the operating expenses were $11,100 in accounting fees, $4,884 in advertising expenses, $336,578 in operating expenses and $33,818 in operating expenses with a related party. The net (loss) for the three months ended February 28, 2014 was $(382,411) versus a net loss of $(134,143) for the same period last year.

 

 

 

13

 

The Company used net cash in operations of $(557,112) during the six month period ended February 28, 2014, net cash in investing activities of $(15,064) during the six month period ended February 28, 2014; and generated cash of $559,438 from financing activities during the six month period ended February 28, 2014. The funds generated from financing activities were from related party financing.

 

 

Plan of Operation

 

Management believes that the Company will be able to generate revenues during the coming year. The Company's need for capital may change dramatically if it can generate revenues from its operations. 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 funding 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 $(2,124,365) since its inception on October 30, 2007 through the period ended February 28, 2014. 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.

 

14

 

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, 2014, we had four employees, seven Directors, two of whom are also Officers of the Company.. 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, 2014, the Company had total current assets of $377,606 and total current liabilities of $436,200. The Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. 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 generate revenues or 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. No assurances can be given that any new financing can be obtained to future the Company's business plan.

 

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.

 

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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."

 

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

 

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·         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, 2014. 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, 2014.

 

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, 2014. 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.

 

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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.

 

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 Company's Annual Report on Form 10-K, dated August 31, 2013, and filed with the Commission on December 16, 2013, 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

 

The Company held its Annual Meeting of Shareholders on March 31, 2014. Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders.

 

							Votes For				Votes Against					Abstentions			Broker Non-Votes
1.		Election of Directors:
		June Tsukamoto					20,370,000				0					0			0
		Takahito Yasuki					20,370,000				0					0			0
		Noboru Okuda					20,370,000				0					0			0
		Keiichi Tsukamoto					20,370,000				0					0			0
		Kioko Tsukamoto					20,370,000				0					0			0
		Aiki Kobayashi					20,370,000				0					0			0
		Fumio Sabata.					20,370,000				0					0			0
		Yasuo Matsuo					20,370,000				0					0			0
					Votes For				Votes Against						Abstentions			Broker Non-Votes
2.			Approval of 2014 Stock Option Plan		20,370,000				0						0			0
3.			Ratify Appointment of Independent Registered Public Accounting Firm		20,370,000				0						0			0
4.			Provide an Advisory Vote on the Company's Executive Compensation (the "Say on Pay" Vote)		20,370,000				0						0			0

 

Item 5 -- Other Information

 

None.

 

Item 6 -- Exhibits

 

Exhibit Number		Ref		Description of Document
31.1				Certification of Principal Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1				Certification of Principal Executive and Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
				=======================================================================
101		*		The following materials from this Quarterly Report on Form 10-Q for the quarter ended February 28, 2014, formatted in XBRL (eXtensible Business Reporting Language).:
				(1) Interim Condensed Balance Sheets at February 28, 2014 (unaudited), and August 31, 2013 (audited).
				(2) Unaudited Condensed Interim Statements of Operations for the three-month and six month period ended February 28, 2014, and February 28, 2013.
				(3) Unaudited Condensed Interim Statements of Cash Flows for the three-month and six month period ended February 28, 2014, and February 28, 2013.
				(4)    Notes to the Unaudited Condensed Interim financial statements.

 

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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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 11, 2014	/s/ Takahito Yasuki
	Name: Takahito Yasuki
	Title: Principal Executive Officer Principal Financial Officer and Director

 

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