United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: October 31, 2014 Commission file no.: 333-174404

Enhance-Your-Reputation.Com, Inc.

(Name of Small Business Issuer in its Charter)

Issuer’s telephone number: (561) 315-0696

Securities registered under Section 12(b) of the Act:

Securities registered under Section 12(g) of the Act:

Common Stock, $0.0001 par value per share 

(Title of class)

Indicate by Check  whether  the issuer (1) filed all  reports  required  to be filed by Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter period that the  registrant was required to file such reports), and (2) has been subject to such filing requirements for the 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 an accelerated filer, a non-accelerated filer, or 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

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

As of December 2, 2013, there were 18,145,000 shares of voting stock of the registrant issued and outstanding.

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PART I – FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

Enhance-Your-Reputation.com, Inc.

(f/k/a) M Street Gallery, Inc.

(A Development Stage Company)

Condensed Balance Sheets

See accompanying notes to condensed financial statements.

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Enhance-Your-Reputation.com, Inc.

(f/k/a M Street Gallery, Inc.)

(A Development Stage Company)

Condensed Statements of Operations

Unaudited

See accompanying notes to condensed financial statements.

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Enhance-Your-Reputation.com, Inc.

(f/k/a M Street Gallery, Inc.)

(A Development Stage Company)

Condensed Statements of Cash Flows

Unaudited

See accompanying notes to condensed financial statements.

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NOTE 1 – INTERIM UNAUDITED FINANCIAL STATEMENTS

The balance sheet of Enhance-Your-Reputation.com, Inc. (the “Company”) as of October 31, 2014, and the statements of operations and cash flows for the three and six months then ended, and the statement of stockholders’ equity from inception (March 11, 2011) to October 31, 2014, have not been audited. However, in the opinion of management, such information includes all adjustments (consisting only of normal recurring adjustments) which are necessary to properly reflect the financial position of the Company as of October 31, 2014, and the results of its operations and cash flows for the three and six months ended, and its changes in stockholders’ equity from inception (March 11, 2011) to October 31, 2014.

Certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading and in conformity with the rules of the Securities and Exchange Commission. Interim period results are not necessarily indicative of the results to be achieved for an entire year. These financial statements should be read in conjunction with the financial statements and notes to financial statements included in the Company’s financial statements as filed on Form 10-K for the fiscal year ended April 30, 2014.

NOTE 2 – COMPANY BACKGROUND AND ORGANIZATION

Enhance-Your-Reputation.Com, Inc., (the Company), was incorporated on March 11, 2011, under the laws of the State of Florida.  On September 25, 2013 the Company changed its name to its current name, Enhance-Your-Reputation.Com, Inc. We were incorporated for the purpose of providing an online marketplace for artwork created by German artist Reinhold Mackenroth on the internet. Unfortunately, sales did not materialize as expected, and as such, we decided to  transition our  operations by going into the reputation management and enhancement business.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  

Basis of Presentation – Development Stage Company

The Company is a development stage company as defined by ASC 915-10, “Development Stage Entities”. All losses accumulated since inception have been considered as part of the Company’s development stage activities. The Company has not earned any significant revenue from operations.

Among the disclosures required for development stage companies’ is that the financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted an April 30 fiscal year end.

Cash and Cash Equivalents

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

Accounts Receivable

The Company may realize accounts receivable consisting of amounts owed by customers for services performed by the Company pursuant to “Service Agreement” contracts. As of October 31, 2014 and April 30, 2014, there were no accounts receivable.  

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents and accounts payable and accrued expenses. The carrying amounts of the Company’s financial instruments approximate fair value because of the short term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect those estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments.

Income Taxes

In accordance with ASC 740, deferred income taxes and benefits will be provided for the results of operations of the Company.  The tax effects of temporary differences and carry-forwards that give rise to significant portion of deferred tax assets and liabilities will be recognized as appropriate.

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Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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.

Revenue Recognition

The company recognizes revenue when (a) pervasive evidence of an arrangement exists (b) products are delivered or services have been rendered (c) the sales price is fixed or determinable, and (d) collection is reasonably assured.

Stock Based Compensation

Stock based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common stock by the weighted average number of shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There has not been any dilutive debt since inception.

Fair Value Measurements

The Company follows the provisions of ASC 820, “Fair Value Measurements And Disclosures”. ASC 820 defines fair value, establishes a framework for measuring fair value under generally accepted principles, and enhances disclosures about fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1 – Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2 – Valuations based on observable inputs other than quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

As of October 31, 2014 and April 30, 2014 the Company did not have any assets or liabilities that were required to be measured at fair value on a recurring basis or on a non-recurring basis.

Recent Accounting Pronouncements

In June 2014, FASB issued ASU 2014-10, Development Stage Entities, which eliminates the concept of a development stage entity (DSE) in its entirety from current accounting guidance. The removal of the DSE reporting requirements are effective for public entities for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption of the new standard is permitted; however, the Company has not adopted the standard.

The Company does not expect the adoption of other recently issued accounting pronouncements to have a material impact on the Company’s financial statements.

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NOTE 4 - Stockholders’ Equity, sales of common stock and contributed capital

In March 2011, the Company sold 2,500,000 shares of their restricted common stock to the President and Founder of the company for $250.

In March 2011, the Company sold 91,000 shares of their restricted common stock, under Regulation S of the Securities Act of 1933, as amended, for the above issuances to non US citizens or residents. The shares were offered at a per share price of $.10, for an aggregate sum of $9,100.

In April, 2011, Pursuant to Rule 505 of Regulation D of the Securities Act of 1933, as amended, the company sold 54,000 shares of restricted common stock for $5,400.

In May, 2011, $1,500 in legal costs associated with the registration was paid for by a principal stockholder as a gift to the company, and was accounted for as contributed capital.

Throughout the 2013 fiscal year, the company received a total of $10,650 from its president, at no cost to the company, and is accounted for as a contribution of capital.

In May 2013, the Company received a total of $1,700 from its president, at no cost to the company, and is accounted for as contribution of capital.

On September 27, 2013, the Company received $7,500 from its new President in exchange for 7,500,000 common shares sold at $0.001 per share.

During the quarter ended October 31, 2013, the Company’s former President forgave $70,000 of accrued compensation as a contribution of capital.

During the quarter ended October 31, 2013, both the Company’s former and successor Presidents’ personally paid in the aggregate $13,834 of the Company’s obligations which consisted primarily of auditor, legal, and transfer agent fees. These transactions were accounted for as capital contributions.

On November 18, 2013, the Company received $80,000 from the sale of 8,000,000 shares of restricted common stock at $0.01 per share. The 8,000,000 shares were issued on April 28, 2014.  

During the quarter ended January 31, 2014, the Company’s former President personally paid $1,750 of the Company’s obligation to its auditor. The transaction was accounted for as a capital contribution.  

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NOTE 5 - Related Party Transactions

The Company’s CEO’s ceased receiving any compensation for services as of July 31, 2013 because of the minimal time required to oversee the Company’s operations.  

Commencing November 1, 2011 the Company’s former CEO and President, Mr. Mackenroth, was to receive a salary of $40,000 per year. This compensation was accrued through July 31, 2013 and was to be deferred until funds were available. In September 2013, the former officer sold his common stock to the Company’s current CEO and President and forgave $70,000 of accrued compensation that was owed to him as a capital contribution to the Company.

In May 2013, the Company received $1,700 from its president, at no cost to the Company, and is accounted for as a contribution of capital.

On September 27, 2013, the Company’s new CEO/President purchased 7,500,000 common shares at $0.001 per share for $7,500.

During the three month period ended October 31, 2013, both the Company’s former and successor Presidents’ personally paid in the aggregate $13,834 of the Company’s obligations which consisted primarily of auditor, legal, and transfer agent fees. These transactions were accounted for as capital contributions.

During the three month period ended January 31, 2014, the Company’s former President personally paid $1,750 of the Company’s obligation to its auditor. The transaction was accounted for as a capital contribution.  

NOTE 6 – Income Taxes

In September 2013, the Company’s sole shareholder/President sold all of his common stock, which represented 94.5% of the Company’s issued and outstanding stock, to the Company’s new President. Pursuant to Internal Revenue Service (IRS) Code Section 382, an ownership change of greater than 50% triggers certain limits to the corporation’s right to use its net operating loss (NOL) carryovers each year thereafter to an annual percentage of the fair market value of the corporation at the time of the ownership change.

The Company determined that the ownership change referred to above will limit the Company to utilize $15,616 of the $41,828 of NOL’s it incurred prior to the ownership change.

No deferred tax asset has been reported in the financial statements because the Company believes there is a 50% or greater chance that its NOL’s will expire unused. Accordingly, the potential tax benefits of the NOL carryforwards are offset by a valuation allowance of the same amount.

As of October 31, 2014, the Company’s NOL carryforward totaled $78,386; $15,616 of which will expire on April 30, 2032, $38,259 on April 30, 2034, and $24,511 on April 30, 2035.

The Company’s tax returns are subject to examination by the federal and state tax authorities for years ended April 30, 2012 through 2014.

NOTE 7 – Subsequent Events

The Company has evaluated subsequent events through the date of the issuance of the financial statements and has determined that there are no items to disclose.

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Forward Looking Statements

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed  financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our April 30, 2014 Annual Report on Form 10-K.

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our estimates of our financial results and our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or to changes in our expectations.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed with the Securities and Exchange Commission (the “SEC”) with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

As used herein, the “Company,” “our,” “we,” or “us” and similar terms refers to Enhance-Your-Reputation.com, Inc. unless the context indicates otherwise.

DESCRIPTION OF BUSINESS

Enhance-Your-Reputation.Com, Inc., f/k/a M Street Gallery, Inc. (the “Company”), was incorporated on March 11, 2011, under the laws of the State of Florida.  On September 25, 2013 the Company changed its name to its current name, Enhance-Your-Reputation.Com, Inc. We were originally incorporated for the purpose of providing an online marketplace for artwork created by German artist Reinhold Mackenroth on the internet. Unfortunately, sales did not materialize as expected, and as such in conjunction with our name change, we decided to expand our business by going into the reputation management and enhancement business. Thereafter we decided to focus all our efforts on the online reputation management and enhancement industry and we transitioned out of the online art sales industry.   

Internet search results on individuals and businesses are the norm today. Such a search will reflect an individual’s and or business’ online reputations.  One bad post can have a negative effect on such reputations. Our mission is to help people and businesses improve their online image and visibility. We try to make internet information look better via our reputation management services for the web.

The need to help manage a digital reputation is on the rise because the internet has given birth to many instances   of an individual’s or entity’s good name being tarnished by unidentifiable sources in far-off locations. A negative online reference or statement can significantly damage a reputation and linger into the future. Also, a positive digital reputation may create significant opportunities. It has become commercially   important to enhance a digital reputation   and to “hang” one’s “digital shingle” in the most positive light as a means of favorable marketing.

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 The internet can readily be used quite viciously to damage a personal or professional reputation . Repeated examples are former spouses who go after their ex-spouse’s business because of a divorce or former employees who try to destroy the lives of those that fire them.

Is there any doubt that in today’s environment, every life transaction now begins with an internet search?  We are increasingly living in a “pull economy” which means people, employers and customers can easily find any individual or entity because of the internet.

Our mission is not always about curing the negative but also accentuating the positive truth and personal branding of the client. We attempt to make sure a client’s positive press shows up and dominates their profile. It could be  5 or 10 of the top things about them online, either items that we write in consultation with the client,  including their  résumé, or positive  items that already exist that we attempt to push up to the top of the internet page. As a result of such things as Ripoffreport.com and other negative reporting sites on the internet, the enhancement and correction of online reputations is a growing business which we believe will continue to grow. A quick search on Google reveals that numerous companies have sprung up on line to repair reputations. Most of the time, the goal is to create branded domains or have other information posted on search engines which push the bad reports down to either the second or third page on the search engine. Historically, when doing background checks on the web, many do not go beyond the first page. The Company retained a web designer and its web site “Enhance-Your-Repuation.Com” is now operational. In addition, we have entered into a Consulting Services Agreement to further our business and have signed up three clients to help repair their reputations pursuant to a “Reputation Management Service Agreement” which may be canceled by the Company or the client without cause upon 30 days written notice. Two of said clients were signed in the third quarter of fiscal 2014 and one was signed in the first quarter of fiscal 2015.  We may also look to acquire similar businesses. We also may hire sales representatives whose job will be to search the web for negative reporting on individuals and businesses and then contact them and offer our services. In addition, the Company is actively seeking investors to help grow its business.

Comparison of Operating Results for the Three Months Ended October 31, 2014 to the Three Months Ended October 31 2013

Revenues

For the three months ended October 31, 2014 we had $1,500 in revenues as compared to no revenues for the three months ended October, 2013.  Our revenues for the three months ended October 31, 2014 are attributable to service contracts which we have with several customers which were not in existence during the quarter ended October 31, 2013.

Operating Expenses

For the three months ended October 31, 2014, we had operating expenses of $11,549, consisting primarily of legal fees, accounting and auditor fees as well as other general and administrative expenses. For the three months ended October 31, 2013, we had operating expenses of $15,292 which also

was $27,048 as compared to net working capital  deficit of $740 at  October 31, 2013.

Off-Balance Sheet Arrangements

We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial position, operating results, liquidity, capital expenditures of capital resources.

ITEM 3.       QUANTITATIVE AND QUALITATIVE consisted primarily of  the same expenses.

Net Loss

Our Net Loss for the three months ended October 31, 2014 was $10,049 as compared to a net Loss for the three months ended October 31, 2013 of $15,292.  

Comparison of Operating Results for the Six Months Ended October 31, 2014 to the Six Months Ended October 31 2013

Revenues

For the three months ended October 31, 2014 we had $3,500 in revenues as compared to no revenues for the three months ended October, 2013.  Our revenues for the three months ended October 31, 2014 are attributable to service contracts which we have with several customers which were not in existence during the quarter ended October 31, 2013.

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Operating Expenses

For the six months ended October 31, 2014, we had operating expenses of $28,011, consisting primarily of legal fees, accounting and auditor fees as well as other general and administrative expenses. For the six months ended October 31, 2013, we had operating expenses of $25,564.

Net Loss

Our Net Loss for the six months ended October 31, 2014 was $24,511 as compared to a Net Loss for the six months ended October 31, 2013 of $25,964.  

Liquidity and Working Capital:

At October 31, 2014 our current assets (and total assets) totaled $29,598, all of which was cash,  as compared to current assets of $7,500 (all cash) at October 31, 2013.

Our net working capital at October 31, 2014

DISCLOSURES ABOUT MARKET RISK

Not applicable for a smaller reporting company.

ITEM 4.        CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this interim report on Form 10-Q, an evaluation was carried out by our management, with the participation of the Chief Executive Officer / Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e), 13a-15(f) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")) as of July 31, 2014. Disclosure controls and procedures 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 the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer / Chief Financial Officer, to allow timely decisions regarding required disclosures. This assessment was based on criteria established in the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We lack proper internal controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e). In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Management has identified certain material weaknesses relating to our internal controls and procedures. The reason for the ineffectiveness of our disclosure controls and procedures was the result of the lack of segregation of duties and responsibilities with respect to our cash control over the disbursements related thereto. The lack of segregation of duties resulted from our limited accounting staff.

In order to mitigate the material weakness over financial reporting attributable to a lack of segregation of duties, the Company engages an independent CPA who analyzes transactions quarterly and annually and prepares the Company’s quarterly and annual financial statements.

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Changes in internal controls

Our management, with the participation our Chief Executive Officer and Chief Financial Officer, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the three month period ended July 31, 2014.  Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the  three months ended July 31, 2014 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

PART II -     OTHER INFORMATION

ITEM 1.         LEGAL PROCEEDINGS

There are not presently any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

ITEM 1A.       RISK FACTORS

Not applicable for a smaller reporting company.

None

None

None

None

(a)  The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are incorporated herein by reference, as follows:

* Filed herewith

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SIGNATURES

In accord with Section 13 or 15(d) of the Securities Act of 1933, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

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