UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended November 30, 2008
[ ] 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.
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(Exact name of registrant as specified in its charter)
Nevada 26-1375322
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(State of incorporation) (I.R.S. Employer ID No.)
7065 W. Ann Road, #130-110, Las Vegas, Nevada 89130
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(Address of principal executive offices)(Zip Code)
Issuer's telephone number, including area code: (877) 871-4552
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No
Indicate by checkmark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer," and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
[ ] Large accelerated filer [ ] Accelerated filer
[ ] Non-accelerated filer [X] Smaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes[X] No [ ]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently
completed second fiscal quarter:
The aggregate market value of the Company's common shares of voting stock held
by non-affiliates of the Company at January 12, 2009, computed by reference to
the $0.005 Registration Statement per-share price on July 16, 2008 (date of
effectiveness), was $14,000.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date:
As of January 12, 2009, the registrant's outstanding common stock consisted
of 11,000,000 shares, $0.001 Par Value. Authorized - 70,000,000 common
voting shares.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
INDEX
Title Page
ITEM 1. BUSINESS 5
ITEM 2. PROPERTIES 19
ITEM 3. LEGAL PROCEEDINGS 20
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 20
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 21
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 22
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 26
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 27
ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES 27
ITEM 10. DIRECTOR, EXECUTIVE OFFICER AND CORPORATE GOVERNANCE 30
ITEM 11. EXECUTIVE COMPENSATION 34
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, 35
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 36
AND DIRECTOR INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 37
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 38
2
FORWARD-LOOKING STATEMENTS
This document contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements other
than statements of historical fact are "forward-looking statements" for
purposes of federal and state securities laws, including, but not limited to,
any projections of earnings, revenue or other financial items; any statements
of the plans, strategies and objections of management for future operations;
any statements concerning proposed new services or developments; any
statements regarding future economic conditions or performance; any statements
or belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words "may", "could", "estimate",
"intend", "continue", "believe", "expect" or "anticipate" or other similar
words. These forward-looking statements present our estimates and assumptions
only as of the date of this report. Accordingly, readers are cautioned not to
place undue reliance on forward-looking statements, which speak only as of the
dates on which they are made. We do not undertake to update forward-looking
statements to reflect the impact of circumstances or events that arise after
the dates they are made. You should, however, consult further disclosures we
make in future filings of our Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K.
Although we believe that the expectations reflected in any of our forward-
looking statements are reasonable, actual results could differ materially from
those projected or assumed in any of our forward-looking statements. Our future
financial condition and results of operations, as well as any forward-looking
statements, are subject to change and inherent risks and uncertainties. The
factors impacting these risks and uncertainties include, but are not limited
to:
o inability to raise additional financing for working capital and product
development;
o inability to fulfill and plan an event for an organization;
o deterioration in general or regional economic, market and political
conditions;
o the fact that our accounting policies and methods are fundamental to how we
report our financial condition and results of operations, and they may
require management to make estimates about matters that are inherently
uncertain;
o adverse state or federal legislation or regulation that increases the costs
of compliance, or adverse findings by a regulator with respect to existing
operations;
o changes in U.S. GAAP or in the legal, regulatory and legislative
environments in the markets in which we operate;
3
o inability to efficiently manage our operations;
o inability to achieve future operating results;
o our ability to recruit and hire key employees;
o the inability of management to effectively implement our strategies and
business plans; and
o the other risks and uncertainties detailed in this report.
In this form 10-K references to "Your Event", "the Company", "we", "us", and
"our" refer to Your Event, Inc.
AVAILABLE INFORMATION
We file annual, quarterly and special reports and other information with the
SEC. You can read these SEC filings and reports over the Internet at the SEC's
website at www.sec.gov. You can also obtain copies of the documents at
prescribed rates by writing to the Public Reference Section of the SEC at 100 F
Street, NE, Washington, DC 20549 on official business days between the hours of
10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further
information on the operations of the public reference facilities. We will
provide a copy of our annual report to security holders, including audited
financial statements, at no charge upon receipt to of a written request to us
at Your Event, Inc., 7065 W. Ann Road, #130-110, Las Vegas, Nevada 89130.
4
PART I
ITEM 1. BUSINESS
History and Organization
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Your Event, Inc. 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. Your Event, Inc. is focused on becoming an event planning company
primarily serving the Las Vegas, Nevada market. Our goal is to plan 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.
Activities to date have been limited primarily to organization, initial
capitalization, establishing an appropriate operating facility in Las Vegas,
Nevada, and commencing our initial operational plans. As of the date of this
annual report, the Company has developed a business plan, established
administrative offices and begun contracting potential clients for our
services.
Our Business
- ------------
We are a small, start-up company that has not generated any revenues and has
no current contracts to plan or produce events. Since our inception on
October 30, 2007 through November 30, 2008, we did not generate any revenues
and have incurred a cumulative net loss of $(13,008).
Based on the small size of our Company, management views that it requires
funding for two separate areas of the companies 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.
We have not generated any revenues, we expect losses over the next
twelve (12) months since we have no revenues to offset the expenses
associated in executing our business plan. Management has determined that an
additional $200,000 will be needed to build its business operations to its full
capacity. These funds will help finance the renting of additional office
space, the hiring and training of additional employees, and the marketing
efforts needed to fully launch our operations. In the meantime, management
plans to initiate its business operations on a limited basis, by building a
customer base and hosting events where it has the capacity to do so.
Our offices are currently located at 7065 W. Ann Road, #130-110, Las Vegas,
Nevada 89130. Our telephone number is (877) 871-4552.
5
Industry Background
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Individuals and groups hire event planners for the simple reason that they
lack the time or experience to plan their events themselves. Independent
planners can step in and give these events the attention that they deserve.
Generally speaking, special events occur for the following purposes:
1. Celebrations - for example, fairs, parades, weddings, reunions,
birthdays, or anniversaries;
2. Education - for example, conferences, meetings, or graduations;
3. Promotions - for example, product launches, political rallies, or
fashion shows; and
4. Commemorations - for example, memorials or civic events.
There are two basic markets for event planning services: corporate and
social. For the purposes of this discussion, the term "corporate" includes
not only companies but also charities and non-profit organizations. Companies
host trade shows, conventions, company picnics, holiday parties and meetings
for staff members, board members or stockholders. Charities and non-profit
organizations host gala fundraisers, receptions and athletic competitions,
among other events to expand their public support base and raise funds.
Finally, the social market includes weddings, birthdays, anniversaries,
reunions, and other similar events.
Event planning agencies typically are asked to perform a variety of tasks
related to any one event. These tasks include, but are certainly not limited
to, the designing of the event, locating and securing event sites, arranging
for food, beverage, and entertainment, planning and arranging transportation
to and from the event, sending invitations to attendees, arranging any
necessary accommodations for attendees, coordinating the activities of event
personnel, and event supervision.
The events industry in the United States is fragmented with several local and
regional vendors that provide a limited range of services in two main
segments: 1) business communications and event management; and 2) meeting,
conferences and trade shows. The industry also consists of specialized
vendors such as production companies, meeting planning companies, and
destination logistics companies that may offer their services outside of the
events industry.
According to an event marketing study conducted by PROMO Magazine ("PROMO")
in 2005, and published in its April 1, 2006 edition, marketers spent $171
billion in event marketing in 2005, up 3% from the previous year.
Additionally, according to The George P. Johnson Co.'s annual survey,
EventView '05/'06, as reported by PROMO, 96% of marketing executives use
events in their marketing mix. Because of these trends, YOUR EVENT believes
it is positioned to gain a greater share of the market for event production
services and grow its operations moving forward.
6
Marketing Strategy
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Your Event will generate leads through its relationship with Thin Air,
Inc., a licensed, bonded and insured travel agency. Thin Air, Inc. has been
in business booking business travel since 2003, and the Company expects to
market its event planning services to Thin Air, Inc.'s existing travel
clients. The first step to be taken by Your Event, Inc. is to develop a
marketing letter to be sent to a select group of Thin Air, Inc.'s established
client base. This marketing letter will introduce Thin Air, Inc.'s clients
to Your Event's services. Based upon the responses received from this
marketing letter, the marketing letter will be refined, and then sent to Thin
Air, Inc.'s entire client base, which totals over 1,000 clients. Your Event
will then follow up with clients who respond to the second marketing letter
by telephone to conduct further market research and solicit business. It is
anticipated that approximately 50 potential clients will respond to the
second marketing letter.
Your Event Registry
- -------------------
Your Event will also develop the Your Event Registry (YER). The YER will
initially consist of potential clients who respond to the marketing letters
sent out by Your Event. Members of the YER will be solicited for business,
and will receive a quarterly newsletter. The newsletter will detail
successful events produced by Your Event, and will also give tips and
suggestions on types of events, with an emphasis on directing the customer to
Your Event for event planning. Finally, the newsletter will encourage YER
members to refer other potential customers to Your Event. Upon the
generation of sufficient funding, the YER will be developed into a YER
website, where, in addition to the quarterly newsletter, YER members can
visit for event ideas and suggestions, again with an emphasis on directing
the customer to Your Event for event planning.
In addition to the above, Your Event, Inc. is considering marketing its
services through organizations such as the Las Vegas Chamber of Commerce and
the Las Vegas Convention and Visitors Authority. These organizations offer
an opportunity to network with businesses and other organizations seeking to
host events.
7
Business Strategy
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Our business strategy centers around integrating modern event planning
disciplines, marketing and sales tools and techniques with traditional
service elements currently found in the event planning business. Our
business strategy will focus on the following:
o Leverage our event planning assets; and
o Build our operations to include Groups, Meetings & Incentives;
o Offer special event planning for associations and corporations
To effectively build our business, we will require the establishment of a
solid clientele ranging from medium and large size associations as well as
companies to address this type of client's event planning needs.
General Management Services
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YOUR EVENT offers general management services that provide its clients with
centralized coordination and execution of the overall event. In connection
with providing general management services, YOUR EVENT will utilize an
executive producer responsible for overseeing the production of an event or
exhibition. The executive producer coordinates the services that YOUR EVENT
provides for its future client. YOUR EVENT anticipates that it will provide
the following general management services: 1) Project oversight; 2) budget
oversight; 3) Project control and accountability; 4) Event promotion and
marketing creation; 5) Schedule management; and 6) Fulfillment provider
management.
Execution
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YOUR EVENT plans to use internal resources to execute an event. As the
clients' needs dictate, however, YOUR EVENT can structure its role so that it
is transparent to attendants at the event. YOUR EVENT expects to provide the
following execution services: 1) On-site quality and logistics control; 2)
Program design; 3) Hotel and venue coordination and buying; 4)
Transportation management; 5) Hospitality management; 6) Registration
management; 7) Entertainment coordination; and 8) Food and beverage
management.
8
Fulfillment
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Fulfillment is the last stage in the event process. It includes the actual
provision of services such as catering, registration, transportation rental,
audio and visual equipment rental, decoration rental and temporary on-site
labor. YOUR EVENT plans to offer fulfillment services using either internal
resources or third-party vendors as determined on an event-by-event basis.
Creative Talent
- ---------------
A primary value that YOUR EVENT plans to bring to its clients is the creative
talent, energy and commitment of its staff. YOUR EVENT seeks to attract and
retain the best personnel by developing attractive compensation, benefits and
training programs and providing long-term career opportunities that its
smaller competitors cannot duplicate.
Today, corporations are searching for new ways to motivate, excite and impart
a message to their audience. YOUR EVENT plans to help these corporations
accomplish these goals by designing a creative platform from which to
communicate. For instance, most companies do not realize they can afford to
do a concert event with headline talent because it has never been presented
to them as a marketing tool. Most of YOUR EVENT's programs are more in line
with the standard format of events (i.e., meetings and business theater).
YOUR EVENT recognizes that each event planning client's needs will be unique
to that client. Therefore, the services provided to each YOUR EVENT client
will be narrowly tailored to that client's needs and desires. We are currently
surveying the events taking place in the Las Vegas market, so that we
will have the necessary contacts and knowledge to narrowly tailor each
event to enhance the customer's experience. For example, in the wedding
arena, we have identified wedding chapels and reception halls/areas that
could be used for clients, depending on individual tastes and budgets. We
can meet budgets from $1,000 and up for wedding planning. For larger
budgets, we have identified private chapels at some of the largest hotels on
the Las Vegas Strip, which could run into the tens of thousands of dollars.
9
Products and Services
- ---------------------
Your Event's event planning services will be tailored to fit the needs
of each individual client. The specific services offered by Your Event, Inc.
will include the following:
1. Creating an event design. Your Event, Inc. will work with the client to
design themes and decor for their event.
2. Finding and securing sites for events.
3. Arranging for food, decor and entertainment for the event.
4. Planning transportation to and from the event.
5. Arranging any necessary hotel accommodations for attendees.
6. Coordinating activities of event personnel.
7. On-site event supervision.
Competition
- -----------
Many of the Company's competitors include other event planning agencies,
caterers, and catering and event departments at the various Las Vegas hotel-
casinos. Many business and social groups may use these competitors before
they would consider utilizing the services of Your Event, Inc. These
competing individuals and entities are significantly larger and have
substantially greater financial, industry recognition and other resources
than Your Event.
There is no assurance that the Company will be able to compete successfully
against present or future competitors or that competitive pressures faced by
the Company will not have a material adverse effect on the Company.
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.
Management anticipates Your Event will require at least $200,000 to help
finance the renting of additional office space, the hiring and training of
additional employees, and the marketing efforts needed to fully launch our
operations. Management will continue to seek different funding sources in
order to initiate its business plan.
10
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.
Patent, Trademark, License and Franchise Restrictions and Contractual
Obligations and Concessions
- ---------------------------------------------------------------------
We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts.
We will assess the need for any copyright, trademark or patent applications
on an ongoing basis.
Research and Development Activities and Costs
- ---------------------------------------------
Your Event, Inc. did not incur any research and development costs for the
years ended November 30, 2008 and 2007, and has no plans to undertake any
research and development activities during the next year of operations.
Compliance With Environmental Laws
- ----------------------------------
We are not aware of any environmental laws that have been enacted, nor are we
aware of any such laws being contemplated for the future, that impact issues
specific to our business. In our industry, environmental laws are anticipated
to apply directly to the owners and operators of companies. They do not apply
to companies or individuals providing consulting services, unless they have
been engaged to consult on environmental matters. We are not planning to
provide environmental consulting services.
Employees
- ---------
We have no full time employees at this time. All functions including
development, strategy, negotiations and clerical work is being provided by
our sole officer on a voluntary basis, without compensation.
11
Item 1A. Risk Factors.
Risk Factors Relating to Our Company
------------------------------------
1. SINCE WE ARE A DEVELOPMENT STAGE COMPANY, WE HAVE GENERATED NO REVENUES
AND LACK AN OPERATING HISTORY, AN INVESTMENT IN THE SHARES OFFERED HEREIN IS
HIGHLY RISKY AND COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE
UNSUCCESSFUL IN OUR BUSINESS PLAN.
Our company was incorporated on October 30, 2007; we have not yet commenced
our business operations; and we have not yet realized any revenues. We have
no operating history upon which an evaluation of our future prospects can be
made. Based upon current plans, we expect to incur operating losses in
future periods as we incur significant expenses associated with the initial
startup of our business. Further, there are no assurances that we will be
successful in realizing revenues or in achieving or sustaining positive cash
flow at any time in the future. Any such failure could result in the
possible closure of our business or force us to seek additional capital
through loans or additional sales of our equity securities to continue
business operations, which would dilute the value of any shares you purchase
in this offering.
2. IF OUR BUSINESS PLAN IS NOT SUCCESSFUL, WE MAY NOT BE ABLE TO CONTINUE
OPERATIONS AS A GOING CONCERN AND OUR STOCKHOLDERS MAY LOSE THEIR ENTIRE
INVESTMENT IN US.
As discussed in the Notes to Financial Statements included in this
Annual report, at November 30, 2008 we had working capital of approximately
$2,192 and stockholders' equity of approximately $2,192. In addition, we had a
net loss of approximately $13,008 for the period October 30, 2007 (inception)
to November 30, 2008.
These factors raise substantial doubt that we will be able to continue
operations as a going concern, and our independent auditors included an
explanatory paragraph regarding this uncertainty in their report on our
financial statements for the period October 30, 2007 (inception) to November
30, 2008. Our ability to continue as a going concern is dependent upon our
generating cash flow sufficient to fund operations and reducing operating
expenses. Our business plans may not be successful in addressing these
issues. If we cannot continue as a going concern, our stockholders may lose
their entire investment in us.
12
3. WE EXPECT LOSSES IN THE FUTURE BECAUSE WE HAVE NO REVENUE.
We have not generated any revenues, we expect losses over the next
twelve (12) months since we have no revenues to offset the expenses
associated in executing our business plan. We cannot guarantee that we will
ever be successful in generating revenues in the future. We recognize that
if we are unable to generate revenues, we will not be able to earn profits or
continue operations as a going concern. There is no history upon which to
base any assumption as to the likelihood that we will prove successful, and
we can provide investors with no assurance that we will generate any
operating revenues or ever achieve profitable operations.
4. SINCE OUR OFFICER WORKS OR CONSULTS FOR OTHER COMPANIES, HER OTHER
ACTIVITIES COULD SLOW DOWN OUR OPERATIONS.
Marilyn Montgomery, our sole officer, does not work for us exclusively and
does not devote all of her time to our operations. Therefore, it is possible
that a conflict of interest with regard to her time may arise based on her
employment in other activities. Her other activities will prevent her from
devoting full-time to our operations which could slow our operations and may
reduce our financial results because of the slow down in operations.
Marilyn Montgomery, the President and Director of the company, currently
devotes approximately 15-20 hours per week to company matters. The
responsibility of developing the company's business, the offering and selling
of the shares through this prospectus and fulfilling the reporting
requirements of a public company all fall upon Ms. Montgomery. She has no
prior experience serving as a principal accounting officer or principal
financial officer in a public company. We have not formulated a plan to
resolve any possible conflict of interest with her other business activities.
Ms. Montgomery intends to limit her role in her other business activities and
devote more of her time to Your Event, Inc. after we attain a sufficient
level of revenue and are able to provide sufficient officers' salaries per
our business plan. In the event she is unable to fulfill any aspect of her
duties to the company we may experience a shortfall or complete lack of sales
resulting in little or no profits and eventual closure of the business.
5. OUR SOLE OFFICER, MARILYN MONTGOMERY, HAS NO EXPERIENCE IN OPERATING A
FULLY REPORTING COMPANY, AND HAS LIMITED EXPERIENCE IN EVENT PLANNING.
Our sole executive officer has no experience in operating a fully reporting
company, and has limited experience in planning events in the Las Vegas area.
Due to her lack of experience, our executive officer may make wrong decisions
and choices regarding the planning of events on behalf of the Company.
Consequently, our Company may suffer irreparable harm due to management's
lack of experience in this industry. As a result we may have to suspend or
cease operations which will result in the loss of your investment.
13
6. IF WE ARE UNABLE TO OBTAIN ADDITIONAL FUNDING, OUR BUSINESS OPERATIONS
WILL BE HARMED. EVEN IF WE DO OBTAIN ADDITIONAL FINANCING OUR THEN EXISTING
SHAREHOLDERS MAY SUFFER SUBSTANTIAL DILUTION.
We will require additional funds to obtain the resources to develop and
implement a marketing and sales program and address all necessary
infrastructure concerns. We anticipate that we will require up to
approximately $200,000 to fund our continued operations. Such funds may come
from the sale of equity and/or debt securities and/or loans. It is possible
that additional capital will be required to effectively support the
operations and to otherwise implement our overall business strategy. The
inability to raise the required capital will restrict our ability to grow and
may reduce our ability to continue to conduct business operations. If we are
unable to obtain necessary financing, we will likely be required to curtail
our development plans which could cause the company to become dormant. Any
additional equity financing may involve substantial dilution to our then
existing shareholders.
7. WE MAY NOT BE ABLE TO RAISE SUFFICIENT CAPITAL OR GENERATE ADEQUATE
REVENUE TO MEET OUR OBLIGATIONS AND FUND OUR OPERATING EXPENSES.
Failure to raise adequate capital and generate adequate sales revenues to
meet our obligations and develop and sustain our operations could result in
reducing or ceasing our operations. Additionally, even if we do raise
sufficient capital and generate revenues to support our operating expenses,
there can be no assurances that the revenue will be sufficient to enable us
to develop business to a level where it will generate profits and cash flows
from operations. These matters raise substantial doubt about our ability to
continue as a going concern. Our independent auditors currently included an
explanatory paragraph in their report on our financial statements regarding
concerns about our ability to continue as a going concern.
8. WE MAY NOT BE ABLE TO COMPETE WITH OTHER EVENT PLANNING AGENCIES, SOME OF
WHOM HAVE GREATER RESOURCES AND EXPERIENCE THAN WE DO.
The Las Vegas event planning industry is highly competitive, and subject
to rapid change. We do not have the resources to compete with the large Las
Vegas Strip-based hotel-casinos and larger event planning agencies. With the
minimal resources we have available, the selection of events we could bid on
becomes very limited. Competition by existing and future competitors could
result in our inability to secure profitable events. This competition from
other entities with greater resources and reputations may result in our
failure to maintain or expand our business as we may never be able to
successfully execute our business plan. Further, Your Event, Inc. cannot be
assured that it will be able to compete successfully against present or
future competitors or that the competitive pressure it may face will not
force it to cease operations.
14
9. OUR PRINCIPAL STOCKHOLDER, OFFICER AND DIRECTOR OWNS A CONTROLLING
INTEREST IN OUR VOTING STOCK AND INVESTORS WILL NOT HAVE ANY VOICE IN OUR
MANAGEMENT, WHICH COULD RESULT IN DECISIONS ADVERSE TO OUR GENERAL
SHAREHOLDERS.
Our officer and principal stockholder beneficially owns approximately or has
the right to vote approximately 74.5% of our outstanding common stock. As a
result, this stockholder will have the ability to control substantially all
matters submitted to our stockholders for approval including:
a) election of our board of directors;
b) removal of any of our directors;
c) amendment of our Articles of Incorporation or bylaws; and
d) adoption of measures that could delay or prevent a change in control or
impede a merger, takeover or other business combination involving us.
As a result of her ownership and positions, this individual has the ability
to influence all matters requiring shareholder approval, including the
election of directors and approval of significant corporate transactions. In
addition, the future prospect of sales of significant amounts of shares held
by our director and executive officer could affect the market price of our
common stock if the marketplace does not orderly adjust to the increase in
shares in the market and the value of your investment in the company may
decrease. Management's stock ownership may discourage a potential acquirer
from making a tender offer or otherwise attempting to obtain control of us,
which in turn could reduce our stock price or prevent our stockholders from
realizing a premium over our stock price.
10. CHANGES IN CONSUMER PREFERENCES COULD REDUCE DEMAND FOR OUR SERVICES.
Any change in the preferences of our potential corporate customers that we
fail to anticipate could reduce the demand for the event planning services we
intend to provide. Decisions about our focus and the specific services we
plan to offer are often made in advance of customers contracting us. Failure
to anticipate and respond to changes in consumer preferences and demands
could lead to, among other things, customer dissatisfaction, failure to
attract demand for our services and lower profit margins.
11. YOUR EVENT, INC.'S BUSINESS MAY SUFFER IF THIRD PARTIES FAIL TO PROVIDE
PRODUCTS AND SERVICES MEETING YOUR EVENT, INC.'S CUSTOMERS' EXPECTATIONS.
Our business model will rely in part on referrals to, and operating in
concert with, various third parties, such as travel agents, convention
centers, etc. If such third parties, who at the present time are
unidentified, fail to meet our expectations or those of our clients, our
reputation and results of operation will be negatively impacted.
15
12. CONFLICTS OF INTEREST FACED BY THE TOP MANAGEMENT OF YOUR EVENT, INC.
MAY JEOPARDIZE THE BUSINESS CONTINUITY OF YOUR EVENT, INC.
The operations of Your Event depend substantially on the skills and
experience of Marilyn Montgomery. Without employment contracts, YOUR EVENT
may lose Ms. Montgomery to other pursuits without a sufficient warning and,
consequently, go out of business. Ms. Montgomery may, in the future, become
involved in other business opportunities. If a specific business opportunity
becomes available, this individual may face a conflict in selecting between
YOUR EVENT and her other business interests. YOUR EVENT has not formulated a
policy for the resolution of such conflicts.
13. WE DEPEND ON OUR RELATIONSHIPS WITH TRAVEL SUPPLIERS AND VENDORS AND ANY
ADVERSE CHANGES IN THESE RELATIONSHIPS COULD ADVERSELY AFFECT OUR BUSINESS,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
An important component of our business success depends on the ability to
maintain its existing, as well as build new, relationships with travel
suppliers and vendors. Adverse changes in existing relationships, or our
inability to enter into new arrangements with these parties on favorable
terms, if at all, could reduce the amount, quality and breadth of
attractively priced travel products and services that we are able to offer,
which could adversely affect the business, financial condition and results of
operations.
14. OUR PROPOSED EXPANSION WILL PLACE A SIGNIFICANT STRAIN ON OUR
MANAGEMENT, TECHNICAL, OPERATIONAL AND FINANCIAL RESOURCES.
Through both internal growth and acquisitions, we hope to rapidly and
significantly expand our operations and anticipate expanding further to
pursue growth of our product and service offerings and customer base. Such
expansion increases the complexity of our business and places a significant
strain on our management, operations, technical performance, financial
resources, and internal financial control and reporting functions.
There can be no assurance that we will be able to manage its expansion
effectively. Our current and planned personnel, systems, procedures and
controls may not be adequate to support and effectively manage our future
operations, especially as we employ personnel in multiple geographic
locations. We may not be able to hire, train, retain, motivate and manage
required personnel, which may limit our growth. If any of this were to occur,
it could damage our reputation, limit our growth, negatively affect our
operating results, and hurt our business.
16
15. IN THE FUTURE, WE WILL INCUR INCREMENTAL COSTS AS A RESULT OF OPERATING
AS A PUBLIC COMPANY, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE
SUBSTANTIAL TIME TO NEW COMPLIANCE INITIATIVES.
Because we are a fully reporting company with the SEC, we will incur
additional legal, accounting and other expenses. Moreover, the
Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), as well as new rules
subsequently implemented by the SEC, have imposed various new requirements on
public companies, including requiring changes in corporate governance
practices. Our management will need to devote a substantial amount of time to
these new compliance initiatives. Moreover, these rules and regulations will
increase our legal and financial compliance costs and will make some
activities more time-consuming and costly. We expect to incur approximately
$10,000 of incremental operating expenses in 2008, our first year of being a
public company. We are required to be in compliance with section 404 of the
Sarbanes-Oxley Act by December 31, 2008.
The Sarbanes-Oxley Act also requires, among other things, that we maintain
effective internal controls for financial reporting and disclosure controls
and procedures. In particular, commencing in fiscal 2008, we must perform
system and process evaluation and testing of our internal controls over
financial reporting to allow management and our independent registered public
accounting firm to report on the effectiveness of our internal controls over
financial reporting, as required by Section 404 of the Sarbanes-Oxley Act.
Our testing, or the subsequent testing by our independent registered public
accounting firm, may reveal deficiencies in our internal controls over
financial reporting that are deemed to be material weaknesses. Our
compliance with Section 404 will require that we incur substantial accounting
expense and expend significant management efforts. Moreover, if we are not
able to comply with the requirements of Section 404 in a timely manner, or if
we or our independent registered public accounting firm identifies
deficiencies in our internal controls over financial reporting that are
deemed to be material weaknesses, the market price of our stock could
decline, and we could be subject to sanctions or investigations by the SEC or
other regulatory authorities, which would require additional financial and
management resources.
Risks Relating To Our Common Shares
-----------------------------------
16. WE MAY, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH WOULD REDUCE
INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.
Our Articles of Incorporation authorize the issuance of 70,000,000 shares of
common stock and 5,000,000 preferred shares. The future issuance of common
stock may result in substantial dilution in the percentage of our common
stock held by our then existing shareholders. We may value any common stock
issued in the future on an arbitrary basis. The issuance of common stock for
future services or acquisitions or other corporate actions may have the
effect of diluting the value of the shares held by our investors, and might
have an adverse effect on any trading market for our common stock.
15
17. OUR COMMON SHARES ARE SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND
THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN
OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to
us, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to
certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules
require: (a) that a broker or dealer approve a person's account for
transactions in penny stocks; and (b) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity
and quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must: (a) obtain financial information and investment
experience objectives of the person; and (b) make a reasonable determination
that the transactions in penny stocks are suitable for that person and the
person has sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the
penny stock market, which, in highlight form: (a) sets forth the basis on
which the broker or dealer made the suitability determination; and (b) that
the broker or dealer received a signed, written agreement from the investor
prior to the transaction. Generally, brokers may be less willing to execute
transactions in securities subject to the "penny stock" rules. This may make
it more difficult for investors to dispose of our Common shares and cause a
decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks
in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny
stocks.
18
18. BECAUSE WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK,
OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS
THEY SELL THEM.
We intend to retain any future earnings to finance the development and
expansion of our business. We do not anticipate paying any cash dividends on
our common stock in the foreseeable future. Unless we pay dividends, our
stockholders will not be able to receive a return on their shares unless they
sell them. There is no assurance that stockholders will be able to sell
shares when desired.
19. WE MAY ISSUE SHARES OF PREFERRED STOCK IN THE FUTURE THAT MAY ADVERSELY
IMPACT YOUR RIGHTS AS HOLDERS OF OUR COMMON STOCK.
Our articles of incorporation authorize us to issue up to 5,000,000 shares of
"blank check" preferred stock. Accordingly, our board of directors will have
the authority to fix and determine the relative rights and preferences of
preferred shares, as well as the authority to issue such shares, without
further stockholder approval. As a result, our board of directors could
authorize the issuance of a series of preferred stock that would grant to
holders preferred rights to our assets upon liquidation, the right to receive
dividends before dividends are declared to holders of our common stock, and
the right to the redemption of such preferred shares, together with a
premium, prior to the redemption of the common stock. To the extent that we
do issue such additional shares of preferred stock, your rights as holders of
common stock could be impaired thereby, including, without limitation,
dilution of your ownership interests in us. In addition, shares of preferred
stock could be issued with terms calculated to delay or prevent a change in
control or make removal of management more difficult, which may not be in
your interest as holders of common stock.
18
20. WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND
COMPLIANCE, WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE,
MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
We are currently listed on the OTC-Bulletin Board. Securities quoted on the
OTCBB that become delinquent in their required filings will be removed
following a 30 or 60 day grace period if they do not make their required filing
during that time. In order for us to remain in compliance we will require
future revenues to cover the cost of these filings, which could comprise a
substantial portion of our available cash resources. If we are unable to
generate sufficient revenues to remain in compliance, it may be
difficult for any our shareholders to find a buyer for their stock in our
company.
21. Although our stock is listed on the OTC-BB, a trading market has not
develop, purchasers of our securities may have difficulty selling their shares.
There is currently no active trading market in our securities and there are no
assurances that a market may develop or, if developed, may not be sustained.
If no market is ever developed for our common stock, it will be difficult for
you to sell any shares in our Company. In such a case, you may find that you
are unable to achieve any benefit from your investment or liquidate your shares
without considerable delay, if at all.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2. Properties.
Our corporate headquarters are located at 7065 W. Ann Road, #130-110, Las
Vegas, Nevada 89130. There is no charge to us for the space. Our officer
will not seek reimbursement for past office expenses. We believe our current
office space is adequate for our immediate needs; however, as our operations
expand, we may need to locate and secure additional office space.
19
Item 3. Legal Proceedings.
From time to time, we may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in
these or other matters may arise from time to time that may harm our
business.
We are not presently a party to any material litigation, nor to the knowledge
of management is any litigation threatened against us, which may materially
affect us.
Item 4. Submission of Matters to a Vote of Security Holders.
We did not submit any matters to a vote of our security holders during the
past fiscal year.
20
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
(a) Market Information
Your Event, Inc. Common Stock, $0.001 par value, is traded on the OTC-Bulletin
Board under the symbol: YEVN. The stock was cleared for trading on the OTC-
Bulletin Board on December 5, 2008.
Since the Company has been cleared for trading, through January 12, 2009,
there have been no trades of the Company's stock. There are no assurances that
a market will ever develop for the Company's stock.
(b) Holders of Common Stock
As of January 12, 2009, there were approximately thirty-three (33) holders of
record of our Common Stock and 11,000,000 shares issued and outstanding.
(c) Dividends
In the future we intend to follow a policy of retaining earnings, if any, to
finance the growth of the business and do not anticipate paying any cash
dividends in the foreseeable future. The declaration and payment of future
dividends on the Common Stock will be the sole discretion of board of
directors and will depend on our profitability and financial condition,
capital requirements, statutory and contractual restrictions, future prospects
and other factors deemed relevant.
(d) Securities Authorized for Issuance under Equity Compensation Plans
There are no outstanding grants or rights or any equity compensation plan in
place.
Recent Sales of Unregistered Securities
On October 30, 2007 (inception), the Company issued 10,000,000, par value
$0.001 common shares of stock for cash to its founders. Of the original
10,000,000 common shares sold, a total of 2,800,000 common shares owned by
four founders were subsequently registered with the U.S. Securities and
Exchange Commission on Form SB-2 originally filed on January 25, 2008.
In February, 2008, the Company, was issued a permit to sell securities to the
public in the State of Nevada, pursuant to Nevada Revised Statutes Chapter
90.480. This was a Registration by coordination with the Nevada Secretary of
State.
21
On June 30, 2008, the Company sold 1,000,000 common shares at par value of
$0.001 per share for $5,000 cash pursuant its Prospectus (424B3) statement
filed with the SEC on April 11, 2008.
As of January 12, 2009, the Company has a total 11,000,000 common shares issued
and outstanding to approximately thirty-four (34) shareholders.
Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the years ended
November 30, 2008 or 2007.
Item 6. Selected Financial Data.
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Overview of Current Operations
- ------------------------------
Your Event, Inc. is focused on becoming an event planning company primarily
serving the Las Vegas, Nevada market. The Company's goal is to plan 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.
Results of Operations for the year ended November 30, 2008
- --------------------------------------------------------
Since our inception on October 30, 2007 through November 30, 2008, we
generated no revenues. We do not anticipate earning any significant revenues
until such time as we can establish our operating offices.
For the fiscal year ending November 30, 2008, we experienced a net loss of
$(12,608) as compared to a net loss of $(400) for the same period last year.
The net loss for the year ending November 30, 2008 was contributed to general
and administrative expense of $12,608. Most of the actual general and
administrative expenses, since our inception, represented legal and audit fees.
Our cash at hand as of November 30, 2008 was $2,192. In our November 30, 2008
year-end financials, our auditor issued an opinion that our financial
condition raises substantial doubt about the Company's ability to continue as
a going concern.
22
Revenues
- --------
Since our inception on October 30, 2007 through November 30, 2008, we
generated no revenues. We do not anticipate earning any significant revenues
until such time as we can establish our event planning offices. We are
presently in the development stage of our business and we can provide no
assurance that we will be successful in opening any event planning offices,
until such time as we raise additional capital.
Going Concern
- -------------
The financial conditions evidenced by the accompanying financial statements
raise substantial doubt as to our ability to continue as a going concern. Our
plans include obtaining additional capital through debt or equity financing.
The financial statements do not include any adjustments that might be
necessary if we are unable to continue as a going concern.
Summary of any product research and development that we will perform for the
term of our plan of operation.
- ----------------------------------------------------------------------------
We do not anticipate performing any product research and development under our
current plan of operation.
Expected purchase or sale of property and significant equipment
- ---------------------------------------------------------------
We do not anticipate the purchase or sale of any property or significant
equipment; as such items are not required by us at this time.
Significant changes in the number of employees
- ----------------------------------------------
As of November 30, 2008, we did not have any employees. We are dependent upon
our sole officer and director 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.
23
Liquidity and Capital Resources
- -------------------------------
Our balance sheet as of November 30, 2008 reflects total assets of $2,192 and
$0 in total liabilities. Cash and cash equivalents from inception to date
have been sufficient to provide the operating capital necessary to operate to
date. Notwithstanding, we anticipate generating losses and therefore we may
be unable to continue operations in the future. We anticipate we will require
additional capital up to approximately $200,000 and we would have to issue
debt or equity or enter into a strategic arrangement with a third party. We
intend to try and raise capital through a private offering. There can be no
assurance that additional capital will be available to us. We currently have
no agreements, arrangements or understandings with any person to obtain funds
through bank loans, lines of credit or any other sources.
Future Financings
- -----------------
We anticipate the sale of our common shares in order to continue to fund our
business operations. Issuances of additional shares will result in dilution
to our existing shareholders. There is no assurance that we will achieve any
of additional sales of our equity securities or arrange for debt or other
financing to fund our exploration and development activities.
The Company has started seeking funding from a number of sources, but has not
secured any funding at this time. Management has been seeking funding, but has
been unable to raise the necessary capital during these weak economic
conditions.
Our sole officer/director has agreed to donate funds to the operations of the
Company, in order to keep it fully reporting for the next twelve (12) months,
without seeking reimbursement for funds donated.
As a result of the Company's current limited available cash, no officer or
director received cash compensation during the year ended November 30, 2008.
The Company has no employment agreements in place with its officer.
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.
24
Critical Accounting Policies and Estimates
- ------------------------------------------
Revenue Recognition: The Company recognizes revenue on an accrual basis as
it invoices for services. Revenue is generally realized or realizable and
earned when all of the following criteria are met: 1) persuasive evidence
of an arrangement exists between the Company and our customer(s); 2) services
have been rendered; 3) our price to our customer is fixed or determinable;
and 4) collectability is reasonably assured.
New Accounting Standards
- ------------------------
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses
whether instruments granted in share-based payment transactions are
participating securities prior to vesting, and therefore need to be included
in the computation of earnings per share under the two-class method as
described in FASB Statement of Financial Accounting Standards No. 128,
"Earnings per Share." FSP EITF 03-6-1 is effective for financial statements
issued for fiscal years beginning on or after December 15, 2008 and earlier
adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither
do we believe that FSP EITF 03-6-1 would have material effect on our
consolidated financial position and results of operations if adopted.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 163, "Accounting for Financial Guarantee Insurance Contracts-and
interpretation of FASB Statement No. 60". SFAS No. 163 clarifies how
Statement 60 applies to financial guarantee insurance contracts, including
the recognition and measurement of premium revenue and claims liabilities.
This statement also requires expanded disclosures about financial guarantee
insurance contracts. SFAS No. 163 is effective for fiscal years beginning on
or after December 15, 2008, and interim periods within those years. SFAS No.
163 has no effect on the Company's financial position, statements of
operations, or cash flows at this time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS
No. 162 sets forth the level of authority to a given accounting pronouncement
or document by category. Where there might be conflicting guidance between
two categories, the more authoritative category will prevail. SFAS No. 162
will become effective 60 days after the SEC approves the PCAOB's amendments
to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no
effect on the Company's financial position, statements of operations, or cash
flows at this time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities-an
amendment of FASB Statement No. 133. This standard requires companies to
provide enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c)
how derivative instruments and related hedged items affect an entity's
financial position, financial performance, and cash flows. This Statement is
effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early application encouraged.
The Company has not yet adopted the provisions of SFAS No. 161, but does not
expect it to have a material impact on its consolidated financial position,
results of operations or cash flows.
25
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
Index to Financial Statements
Financial Statement
-------------------
PAGE
----
Independent Auditors' Report F-1
Balance Sheet F-2
Statements of Operations F-3
Statements of Changes in Stockholders' Equity F-4
Statements of Cash Flows F-5
Notes to Financials F-6
26
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
------------------------
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To the Board of Directors
Your Event, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of Your Event, Inc. (A
Development Stage Company) as of November 30, 2008 and 2007, and the related
statements of operations, stockholders' equity (deficit) and cash flows for the
years then ended, and from inception on October 30, 2007 through November 30,
2008. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conduct our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Your Event, Inc. (A
Development Stage Company) as of November 30, 2008, and 2007, and the related
statements of operations, stockholders' equity and cash flows for the years
then ended, and since inception on October 30, 2007 through November 30, 2008,
in conformity with accounting principles generally accepted in the United
States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has an accumulated deficit of $13,008, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans concerning these matters are also described in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ Moore & Associates, Chartered
- ---------------------------------
Moore & Associates Chartered
Las Vegas, Nevada
January 28, 2009
6490 West Desert Inn Rd, Las Vegas, NV 89146
(702) 253-7499 Fax (702) 253-7501
F-1
Your Event, Inc.
(A Development Stage Company)
Balance Sheets
Balance Sheets
November 30, November 30,
2008 2007
------------ ------------
ASSETS
Current Assets:
Cash $ 2,192 $ -
Funds held in escrow - 9,600
------------ -----------
Total current assets 2,192 9,600
------------ ------------
TOTAL ASSETS $ 2,192 $ 9,600
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities: - -
------------ ------------
Total liabilities - -
------------ ------------
Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000
shares authorized, none issued and
outstanding as of 11/30/08 and 11/30/07 - -
Common stock, $0.001 par value, 70,000,000
shares authorized, 11,000,000, 10,000,000
shares issued and outstanding as of 11/30/08
and 11/30/07, respectively 11,000 10,000
Additional Paid-in Capital 4,200 -
Earnings (Deficit) accumulated during
development stage (13,008) (400)
------------ ------------
Total stockholders' equity 2,192 9,600
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,192 $ 9,600
============ ============
The accompanying notes are an integral part of these financial statements.
F-2
Your Event, Inc.
(A Development Stage Company)
Statements of Operations
Statements of Operations
For the period For the period
October 30, from
For the 2007 October 30, 2007
year ended to (Inception) to
November 30, November 30, November 30,
2008 2007 2008
-------------- -------------- --------------
Revenue $ - $ - $ -
-------------- -------------- --------------
Expenses:
Incorporating Fees - 400 400
General and
administrative expenses 12,608 - 12,608
-------------- -------------- --------------
Total expenses 12,608 400 13,008
-------------- -------------- --------------
Net loss before income taxes (12,608) (400) (13,008)
Provision for Income Tax - - -
-------------- -------------- --------------
Net income (loss) $ (12,608) $ (400) $ (13,008)
============== ============== ==============
Net (loss) per share - basic
and fully diluted$ $ (0.00) $ (0.00)
============== ==============
Weighted average number of
common shares outstanding -
basic and fully diluted 10,418,033 10,000,000
============== ==============
The accompanying notes are an integral part of these financial statements.
F-3
Your Event, Inc.
(A Development Stage Company)
Statements of Changes in Stockholders' Equity
Statements of Changes in Stockholders' Equity
Preferred Common Accumulated Total
Stock Stock Additional During Stock-
---------- ------------------ Paid-in Development holders'
Shares Amt Shares Amount Capital Stage Equity
------ --- ---------- ------- ------- ----------- ---------
10/30/07 Founders
initial investment,
$0.001 per share 10,000,000 $10,000 $ - $ - $ 10,000
Net (loss) for the
year ending 11/30/07 (400) (400)
------ --- ---------- ------- ------- ----------- ---------
Balance, 11/30/07 - - 10,000,000 10,000 - (400) 9,600
June 2008
Shares issued for
cash at $0.005
per share - - 1,000,000 1,000 4,000 5,000
August 2008
Contributed Capital 200 200
Net (loss) for the
year ending 11/30/08 (12,608) (12,608)
------ --- ---------- ------- ------- ----------- ---------
Balance, 11/30/08 - - 11,000,000 $11,000 $ 4,200 $ (13,008) $ 2,192
====== === ========== ======= ======= =========== =========
The accompanying notes are an integral part of these financial statements.
F-4
Your Event, Inc.
(A Development Stage Company)
Statements of Cash Flows
Statements of Cash Flows
For the period For the period
October 30, from
For the 2007 October 30, 2007
year ended to (Inception) to
November 30, November 30, November 30,
2008 2007 2008
-------------- -------------- --------------
Operating activities:
Net income (loss) $ (12,608) $ (400) $ (13,008)
-------------- -------------- --------------
Financing activities:
Sale of Common Stock 5,000 10,000 15,000
Contributed capital 200 - 200
-------------- -------------- --------------
Cash provided (used) by
financing activities 5,200 10,000 15,200
-------------- -------------- --------------
Net increase (decrease) in cash (7,408) 9,600 2,192
Cash at beginning of period 9,600 - -
-------------- -------------- --------------
Cash at end of period $ 2,192 $ 9,600 $ 2,192
============== ============== ==============
Supplemental disclosures:
Interest paid $ - $ - $ -
============== ============== ==============
Income taxes paid $ - $ - $ -
============== ============== ==============
Non-cash transactions $ - $ - $ -
============== ============== ==============
The accompanying notes are an integral part of these financial statements.
F-5
Your Event, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
Your Event, Inc. (the Company) was incorporated under the laws of the state
of Nevada on October 30, 2007. The Company was organized to conduct any
lawful business. The Company plans to provide event coordinating services to
the public.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
The Company has $2,192 in current assets and no liabilities as of
November 30, 2008. The relevant accounting policies are listed below.
Basis of Accounting
- -------------------
The basis is United States generally accepted accounting principles.
Dividends
- ---------
The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid during the period shown.
Income Taxes
- ------------
The provision for income taxes is the total of the current taxes payable and
the net of the change in the deferred income taxes. Provision is made for
the deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.
Year end
- --------
The Company's year-end is November 30.
Advertising
- -----------
Advertising is expensed when incurred. There has been no advertising
during the period.
F-6
Your Event, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES - CONTINUED
Use of Estimates
- ----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. Actual results could
differ from those estimates.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has not commenced its planned principal
operations and it has not generated any revenues. In order to obtain the
necessary capital, the Company is seeking equity and/or debt financing. If
the financing does not provide sufficient capital, some of the shareholders
of the Company have agreed to provide sufficient funds as a loan over the
next twelve-month period. However, the Company is dependent upon its ability
to secure equity and/or debt financing and there are no assurances that the
Company will be successful, without sufficient financing it would be unlikely
for the Company to continue as a going concern.
NOTE 4. STOCKHOLDERS' EQUITY
The Company is authorized to issue up to 70,000,000 shares of $0.001 par
value common stock and up to 5,000,000 shares of $0.001 par value preferred
stock.
Common Stock
- ------------
On October 30, 2007 (inception), the Company issued 10,000,000 shares of its
$0.001 par value common stock to its founders for $10,000.
The Company filed a registration statement with the U. S. Securities and
Exchange Commission. The registration was deemed effective on April 10,
2008. The Company coordinated the registration with the Securities Division
of the State of Nevada. When the offering was closed on June 30, 2008,
1,000,000 shares of the Company's 0.001 par value common stock were sold to
twenty-nine (29) investors at a price of $0.005 per share pursuant to a self-
underwritten offering in conjunction with the registered offering for an
aggregate of $5,000.00.
F-7
Your Event, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 4. STOCKHOLDERS' EQUITY - CONTINUED.
Preferred Stock
- ---------------
There are no issued shares of preferred stock.
There were no other issuances of common or preferred stock or equivalents
since October 30, 2007 (inception) through November 30, 2008. The Company
has not issued any options or warrants or similar securities since inception.
NOTE 5. RELATED PARTY TRANSACTIONS
The officer and director of the Company is involved in other business
activities. This person may face a conflict in selecting between the Company
and their other business interests. The Company has not formulated a policy
for the resolution of such conflicts.
NOTE 6. PROVISION FOR INCOME TAXES
The Company provides for income taxes under Statement of Financial
Accounting Standards NO. 109, Accounting for Income Taxes. SFAS No. 109
requires the use of an asset and liability approach in accounting for income
taxes. Deferred tax assets and liabilities are recorded based on the
differences between the financial statement and tax bases of assets and
liabilities and the tax rates in effect when these differences are expected
to reverse.
SFAS No. 109 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely
than not that some or all of the deferred tax assets will not be realized.
All of the expenditures thus far have been to organize the Company and will
not be expensed for tax purposes until the Company has operations.
F-8
Your Event, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 7. REVENUE AND EXPENSES
Revenue recognition
- -------------------
The Company recognizes revenue on an accrual basis as it invoices for
services." Revenue is generally realized or realizable and earned when all
of the following criteria are met: 1) persuasive evidence of an arrangement
exists between the Company and our customer(s); 2) services have been
rendered; 3) our price to our customer is fixed or determinable; and 4)
collectability is reasonably assured. For the period from October 30, 2007
(inception) to November 30, 2008, the Company recognized no revenues and has
accumulated net (loss) of $(13,008) through the execution of its business plan.
NOTE 8. OPERATING LEASES AND OTHER COMMITMENTS:
The Company also has no lease obligations or employment agreements.
NOTE 9. EARNINGS PER SHARE
Historical net (loss) per common share is computed using the weighted average
number of common shares outstanding. Diluted earnings per share include
additional dilution from common stock equivalents, such as stock issuable
pursuant to the exercise of securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that shared in the earnings of the entity, but these
potential common stock equivalents were determined to be antidilutive.
Calculation of net income (loss) per share is as follows:
For the year ended For the year ended
November 30, 2008 November 30, 2007
------------------ ------------------
Net loss (numerator) $ (12,608) $ (400)
================== ==================
Weighted Average Common
Shares Outstanding 10,418,033 10,000,000
================== ==================
Basic Loss per Share $ (0.00) $ (0.00)
================== ==================
F-9
Your Event, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 10. RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses
whether instruments granted in share-based payment transactions are
participating securities prior to vesting, and therefore need to be included
in the computation of earnings per share under the two-class method as
described in FASB Statement of Financial Accounting Standards No. 128,
"Earnings per Share." FSP EITF 03-6-1 is effective for financial statements
issued for fiscal years beginning on or after December 15, 2008 and earlier
adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither
do we believe that FSP EITF 03-6-1 would have material effect on our
consolidated financial position and results of operations if adopted.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 163, "Accounting for Financial Guarantee Insurance Contracts-and
interpretation of FASB Statement No. 60". SFAS No. 163 clarifies how
Statement 60 applies to financial guarantee insurance contracts, including
the recognition and measurement of premium revenue and claims liabilities.
This statement also requires expanded disclosures about financial guarantee
insurance contracts. SFAS No. 163 is effective for fiscal years beginning on
or after December 15, 2008, and interim periods within those years. SFAS No.
163 has no effect on the Company's financial position, statements of
operations, or cash flows at this time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS
No. 162 sets forth the level of authority to a given accounting pronouncement
or document by category. Where there might be conflicting guidance between
two categories, the more authoritative category will prevail. SFAS No. 162
will become effective 60 days after the SEC approves the PCAOB's amendments
to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no
effect on the Company's financial position, statements of operations, or cash
flows at this time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities-an
amendment of FASB Statement No. 133. This standard requires companies to
provide enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c)
how derivative instruments and related hedged items affect an entity's
financial position, financial performance, and cash flows. This Statement is
effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early application encouraged.
The Company has not yet adopted the provisions of SFAS No. 161, but does not
expect it to have a material impact on its consolidated financial position,
results of operations or cash flows.
F-10
Your Event, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 10. RECENTLY ISSUED ACCOUNTING STANDARDS (CONTINUED)
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110
regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB
107), in developing an estimate of expected term of "plain vanilla" share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In
particular, the staff indicated in SAB 107 that it will accept a company's
election to use the simplified method, regardless of whether the company has
sufficient information to make more refined estimates of expected term. At
the time SAB 107 was issued, the staff believed that more detailed external
information about employee exercise behavior (e.g., employee exercise
patterns by industry and/or other categories of companies) would, over time,
become readily available to companies. Therefore, the staff stated in SAB 107
that it would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such
detailed information about employee exercise behavior may not be widely
available by December 31, 2007. Accordingly, the staff will continue to
accept, under certain circumstances, the use of the simplified method beyond
December 31, 2007. The Company currently uses the simplified method for
"plain vanilla" share options and warrants, and will assess the impact of SAB
110 for fiscal year 2009. It is not believed that this will have an impact on
the Company's consolidated financial position, results of operations or cash
flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51. This statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as
equity in the consolidated financial statements. Before this statement was
issued, limited guidance existed for reporting noncontrolling interests. As a
result, considerable diversity in practice existed. So-called minority
interests were reported in the consolidated statement of financial position
as liabilities or in the mezzanine section between liabilities and equity.
This statement improves comparability by eliminating that diversity. This
statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1,
2009, for entities with calendar year-ends). Earlier adoption is prohibited.
The effective date of this statement is the same as that of the related
Statement 141 (revised 2007). The Company will adopt this Statement beginning
March 1, 2009. It is not believed that this will have an impact on the
Company's consolidated financial position, results of operations or cash
flows.
F-11
Your Event, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 10. RECENTLY ISSUED ACCOUNTING STANDARDS (CONTINUED)
In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations'. This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement 141.
This Statement establishes principles and requirements for how the acquirer:
(a) recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest in
the acquiree; (b) recognizes and measures the goodwill acquired in the
business combination or a gain from a bargain purchase; and (c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. This
statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. An entity may not apply it
before that date. The effective date of this statement is the same as that of
the related FASB Statement No. 160, Noncontrolling Interests in Consolidated
Financial Statements. The Company will adopt this statement beginning March
1, 2009. It is not believed that this will have an impact on the Company's
consolidated financial position, results of operations or cash flows.
In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities-Including an Amendment of FASB Statement No.
115. This standard permits an entity to choose to measure many financial
instruments and certain other items at fair value. This option is available
to all entities. Most of the provisions in FAS 159 are elective; however, an
amendment to FAS 115 Accounting for Certain Investments in Debt and Equity
Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not
report net income. SFAS No. 159 is effective as of the beginning of an
entity's first fiscal year that begins after November 15, 2007. Early
adoption is permitted as of the beginning of the previous fiscal year
provided that the entity makes that choice in the first 120 days of that
fiscal year and also elects to apply the provisions of SFAS No. 157 Fair
Value Measurements. The Company will adopt SFAS No. 159 beginning March 1,
2008 and is currently evaluating the potential impact the adoption of this
pronouncement will have on its consolidated financial statements.
F-12
Your Event, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 10. RECENTLY ISSUED ACCOUNTING STANDARDS (CONTINUED)
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements.
This statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value measurements. This statement applies under other
accounting pronouncements that require or permit fair value measurements, the
Board having previously concluded in those accounting pronouncements that
fair value is the relevant measurement attribute. Accordingly, this statement
does not require any new fair value measurements. However, for some entities,
the application of this statement will change current practice. This
statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. Earlier application is encouraged, provided that the reporting entity
has not yet issued financial statements for that fiscal year, including
financial statements for an interim period within that fiscal year. The
Company will adopt this statement March 1, 2008, and it is not believed that
this will have an impact on the Company's consolidated financial position,
results of operations or cash flows.
NOTE 11. CONCENTRATIONS OF RISKS
Cash Balances
- -------------
The Company maintains its cash in institutions insured by the Federal Deposit
Insurance Corporation (FDIC). This government corporation insured balances
up to $100,000 through October 13, 2008. As of October 14, 2008 all non-
interest bearing transaction deposit accounts at an FDIC-insured institution,
including all personal and business checking deposit accounts that do not
earn interest, are fully insured for the entire amount in the deposit
account. This unlimited insurance coverage is temporary and will remain in
effect for participating institutions until December 31, 2009.
All other deposit accounts at FDIC-insured institutions are insured up to at
least $250,000 per depositor until December 31, 2009. On January 1, 2010,
FDIC deposit insurance for all deposit accounts, except for certain
retirement accounts, will return to at least $100,000 per depositor.
Insurance coverage for certain retirement accounts, which include all IRA
deposit accounts, will remain at $250,000 per depositor.
F-13
Item 9. Changes in and Disagreements With Accountants On Accounting and
Financial Disclosure.
None.
Item 9A(T). Controls and Procedures.
Evaluation of disclosure controls and procedures
- ------------------------------------------------
Management is responsible for establishing and maintaining adequate internal
control over financial reporting and for the assessment of the effectiveness
of those internal controls. As defined by the SEC, internal control over
financial reporting is a process designed by our principal executive
officer/principal financial officer, who is also the sole member of our Board
of Directors, to provide reasonable assurance regarding the reliability of
financial reporting and the reparation of the financial statements in
accordance with U. S. generally accepted accounting principles.
As of the end of the period covered by this report, we initially carried out
an evaluation, under the supervision and with the participation of our
President (who is also our principal financial and accounting officer), of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on this evaluation, our President and chief financial
officer initially concluded that our disclosure controls and procedures were
not effective.
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 is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company's principal executive and principal financial
officer and effected by the company's 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 accounting principles generally accepted in the
United States of America and 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 the assets of the
company;
27
- - Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America and that
receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and
- - Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the company's assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate. All internal
control systems, no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and
presentation. Because of the inherent limitations of internal control, 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.
Therefore, it is possible to design into the process safeguards to reduce,
though not eliminate, this risk.
As of November 30, 2008 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this
report, such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below.
This was due to deficiencies that existed in the design or operation of our
internal controls over financial reporting that adversely affected our
internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: 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; and
The aforementioned material weakness was identified by our President in
connection with the review of our financial statements as of November 30, 2008.
28
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.
This annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to temporary rules of
the SEC that permit the Corporation to provide only the management's report in
this annual report.
Management's Remediation Initiatives
- ------------------------------------
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 plan to appoint one or more outside directors to our board of directors who
shall be appointed to an audit committee resulting in a fully functioning
audit committee who will undertake the oversight in the establishment and
monitoring of required internal controls and procedures such as reviewing and
approving estimates and assumptions made by management when funds are
available to us.
Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the
lack of a functioning audit committee and a lack of a majority of outside
directors on our Board.
We anticipate that these initiatives will be at least partially, if not fully,
implemented by November 30, 2009. Additionally, we plan to test our updated
controls and remediate our deficiencies by November 30, 2009.
Changes in internal controls over financial reporting
- -----------------------------------------------------
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
Item 9B. Other Information.
None.
29
PART III
Item 10. Director, Executive Officer and Corporate Governance.
The following table sets forth certain information regarding our current
director and executive officer. Our executive officers serve one-year terms.
Set forth below are the names, ages and present principal occupations or
employment, and material occupations, positions, offices or employments for
the past five years of our current director and executive officer.
Name Age Positions and Offices Held
- --------------- --- --------------------------
Marilyn Montgomery 58 President, Chief Executive Officer,
Financial Officer,
Secretary and Director
- -----------------------------------------------------------------------
The business address of our officer/director is c/o Your Event, Inc.,
7065 W. Ann Road, #130-110, Las Vegas, Nevada 89130
Set forth below is a brief description of the background and business
experience of our sole officer and director.
Marilyn Montgomery, Director, President and Secretary
- -----------------------------------------------------
Ms. Montgomery has over twenty years experience in various sales positions.
From 1988 to 1994, Ms. Montgomery worked as an account executive for Cell One
in Warren, Ohio. From 1994 to 1997, Ms. Montgomery worked as the Sales
Manager for the Holiday Inn Metroplex. From 1997 to 2001, Ms. Montgomery
worked as a Membership Development Representative with the Youngstown/Warren
Regional Chamber of Commerce.
In March of 2003, Ms. Montgomery founded Thin Air, Inc., in Las Vegas,
Nevada. Thin Air, Inc. is a licensed, bonded and insured travel agency,
which books hotel rooms for convention attendees and other business and
leisure travelers across the country and around the world.
30
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires our executive officer and director, and persons who
beneficially own more than ten percent of our common stock, to file initial
reports of ownership and reports of changes in ownership with the SEC.
Executive officers, directors and greater than ten percent beneficial owners
are required by SEC regulations to furnish us with copies of all Section 16(a)
forms they file. Based upon a review of the copies of such forms furnished to
us and written representations from our executive officer and director, we
believe that as of the date of this report they were not current in his 16(a)
reports.
Board of Directors
- ------------------
Our board of directors currently consists of one member, Mr. Marilyn
Montgomery. Our directors serve one-year terms.
Audit Committee
- ---------------
The company does not presently have an Audit Committee. The sole member of the
Board sits as the Audit Committee. No qualified financial expert has been
hired because the company is too small to afford such expense.
Committees and Procedures
- -------------------------
(1) The registrant has no standing audit, nominating and compensation
committees of the Board of Directors, or committees performing
similar functions. The Board acts itself in lieu of committees due
to its small size.
(2) The view of the board of directors is that it is appropriate for the
registrant not to have such a committee because its directors
participate in the consideration of director nominees and the
board and the company are so small.
(3) The members of the Board who acts as nominating committee is
not independent, pursuant to the definition of independence of a
national securities exchange registered pursuant to section 6(a)
of the Act (15 U.S.C. 78f(a).
(4) The nominating committee has no policy with regard to the
consideration of any director candidates recommended by security
holders, but the committee will consider director candidates
recommended by security holders.
31
(5) The basis for the view of the board of directors that it is
appropriate for the registrant not to have such a policy is that
there is no need to adopt a policy for a small company.
(6) The nominating committee will consider candidates recommended by
security holders, and by security holders in submitting such
recommendations.
(7) There are no specific, minimum qualifications that the nominating
committee believes must be met by a nominee recommended by security
holders except to find anyone willing to serve with a clean
background.
(8) The nominating committee's process for identifying and evaluation
of nominees for director, including nominees recommended by security
holders, is to find qualified persons willing to serve with a clean
backgrounds. There are no differences in the manner in which the
nominating committee evaluates nominees for director based on
whether the nominee is recommended by a security holder, or found
by the board.
Code of Ethics
- --------------
We have not adopted a Code of Ethics for the Board and any salaried employees.
Limitation of Liability of Directors
- ------------------------------------
Pursuant to the Nevada General Corporation Law, our Articles of Incorporation
exclude personal liability for our Directors for monetary damages based upon
any violation of their fiduciary duties as Directors, except as to liability
for any breach of the duty of loyalty, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or any
transaction from which a Director receives an improper personal benefit. This
exclusion of liability does not limit any right which a Director may have to
be indemnified and does not affect any Director's liability under federal or
applicable state securities laws. We have agreed to indemnify our directors
against expenses, judgments, and amounts paid in settlement in connection with
any claim against a Director if he acted in good faith and in a manner he
believed to be in our best interests.
32
Nevada Anti-Takeover Law and Charter and By-law Provisions
- ----------------------------------------------------------
The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada
Corporation Law apply to Your Event, Inc. Section 78.438 of the Nevada law
prohibits the Company from merging with or selling more than 5% of our assets
or stock to any shareholder who owns or owned more than 10% of any stock or
any entity related to a 10% shareholder for three years after the date on
which the shareholder acquired the Your Event, Inc. shares, unless the
transaction is approved by Your Event, Inc.'s Board of Directors. The
provisions also prohibit the Company from completing any of the transactions
described in the preceding sentence with a 10% shareholder who has held the
shares more than three years and its related entities unless the transaction
is approved by our Board of Directors or a majority of our shares, other than
shares owned by that 10% shareholder or any related entity. These provisions
could delay, defer or prevent a change in control of Your Event, Inc.
Item 11. Executive Compensation
The following table sets forth summary compensation information for the
fiscal year ended November 30, 2008 for our President and sole director. We
did not have any executive officer as of the fiscal year end of November 30,
2008 receive any compensation.
Compensation
- ------------
As a result of our the Company's current limited available cash, no officer or
director received compensation since October 30, 2007 (inception) of the
company through November 30, 2008. Your Event, Inc. has no intention of
paying any salaries at this time. We intend to pay salaries when cash flow
permits.
Summary Compensation Table
- --------------------------
All
Fiscal Other
Year Compen-
ending Salary Bonus Awards sation Total
Name and Principal Position Nov. 31 ($) ($) ($) ($) ($)
- ----------------------------------------------------------------------------
Marilyn Montgomery CEO/Dir. 2008 -0- -0- -0- -0- -0-
2007 -0- -0- -0- -0- -0-
We do not maintain key-woman life insurance for our executive officer/
director. We do not have any long-term compensation plans or stock option
plans.
33
Stock Option Grants
- -------------------
We did not grant any stock options to the executive officer or director from
inception through fiscal year end November 30, 2008.
Outstanding Equity Awards at 2008 Fiscal Year-End
- -------------------------------------------------
We did not have any outstanding equity awards as of November 30, 2008.
Option Exercises for Fiscal 2008
- --------------------------------
There were no options exercised by our named executive officer in fiscal 2008.
Potential Payments Upon Termination or Change in Control
- --------------------------------------------------------
We have not entered into any compensatory plans or arrangements with respect
to our named executive officer, which would in any way result in payments to
such officer because of her resignation, retirement, or other termination of
employment with us or our subsidiaries, or any change in control of, or a
change in his responsibilities following a change in control.
Director Compensation
- ---------------------
We did not pay our director any compensation during fiscal years ending
November 30, 2008 or November 30, 2007.
34
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
The following table presents information, to the best of our knowledge, about
the ownership of our common stock on January 12, 2009 relating to those
persons known to beneficially own more than 5% of our capital stock and by
our named executive officer and sole director.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and does not necessarily indicate
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes those shares of common stock over which the stockholder has
sole or shared voting or investment power. It also includes shares of common
stock that the stockholder has a right to acquire within 60 days after January
12, 2009 pursuant to options, warrants, conversion privileges or other right.
The percentage ownership of the outstanding common stock, however, is based on
the assumption, expressly required by the rules of the Securities and Exchange
Commission, that only the person or entity whose ownership is being reported
has converted options or warrants into shares of Your Event, Inc.'s common
stock.
We do not have any outstanding options, warrants or other securities
exercisable for or convertible into shares of our common stock.
AMOUNT AND
NATURE OF
TITLE OF NAME OF BENEFICIAL BENEFICIAL PERCENT OF
CLASS OWNER AND POSITION OWNERSHIP CLASS(1)
- -----------------------------------------------------------------------
Common Marilyn Montgomery(2) 8,200,000 74.5%
Sole Officer/Director
-----------------------------
DIRECTORS AND OFFICERS
AS A GROUP (1 person) 8,200,000 74.5%
(1) Percent of Class is based on 11,000,000 shares issued and outstanding.
(2) Marilyn Montgomery, 7065 W. Ann Road, #130-110, Las Vegas, Nevada 89130
We are not aware of any arrangements that may result in "changes in control"
as that term is defined by the provisions of Item 403(c) of Regulation S-B.
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We believe that all persons named have full voting and investment power with
respect to the shares indicated, unless otherwise noted in the table. Under the
rules of the Securities and Exchange Commission, a person (or group of persons)
is deemed to be a "beneficial owner" of a security if he or she, directly or
indirectly, has or shares the power to vote or to direct the voting of such
security, or the power to dispose of or to direct the disposition of such
security. Accordingly, more than one person may be deemed to be a beneficial
owner of the same security. A person is also deemed to be a beneficial owner of
any security, which that person has the right to acquire within 60 days,
such as options or warrants to purchase our common stock.
Escrowed shares of founder/promoter
- -----------------------------------
Pursuant to NRS 90.500(8), the Company has come to an agreement with Ms.
Montgomery to lock-up her entire common stock holdings in the Company until
the first of the following events occur:
(1) a period of three years from the date of this offering;
(2) when the Company's stock is traded on the NASD "Over-the-Counter" at a
average share price of greater than the price in this offering circular for a
minimum of three months;
(3) NASDAQ "Small Cap" or higher market; or
(4) when the Company has paid the initial purchase price back to the
purchasing shareholders in the form of Company dividends.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
The company's Director has contributed office space for our use for all
periods presented. There is no charge to us for the space. Marilyn
Montgomery, our president, chief executive officer, chief financial officer
secretary and a director, on October 30, 2007 was issued 8,200,000 founders
shares of the Company's $0.001 par value common stock for $8,200 cash.
Our sole officer/director can be considered a promoter of Your Event, Inc.
in consideration of her participation and managing of the business of the
company since its incorporation.
Through a Board Resolution, the Company hired the professional services of
Moore & Associates, Chartered, Certified Public Accountants, to perform an
audit of the financials for the Company. Moore & Associates, Chartered own no
stock in the Company. The company has no formal contract with its
accountants, they are paid on a fee for service basis.
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Item 14. Principal Accountant Fees and Services.
Moore & Associates, Chartered served as our principal independent public
accountants for fiscal years ending November 30, 2008 and November 30,
2007.Aggregate fees billed to us for the years ended November 30, 2008 and
2007 by Moore & Associates were as follows:
For the Years Ended
November 30,
-------------------
2008 2007
-------------------
(1) Audit Fees(1) $3,500 $3,000
(2) Audit-Related Fees -0- -0-
(3) Tax Fees -0- -0-
(4) All Other Fees -0- -0-
Total fees paid or accrued to our principal auditor
(1) Audit Fees include fees billed and expected to be billed for services
performed to comply with Generally Accepted Auditing Standards (GAAS),
including the recurring audit of the Company's financial statements for such
period included in this Annual Report on Form 10-K and for the reviews of the
quarterly financial statements included in the Quarterly Reports on Form 10-Q
filed with the Securities and Exchange Commission.
Audit Committee Policies and Procedures
- ---------------------------------------
We do not have an audit committee; therefore our sole director pre-approves
all services to be provided to us by our independent auditor. This process
involves obtaining (i) a written description of the proposed services, (ii)
the confirmation of our Principal Accounting Officer that the services are
compatible with maintaining specific principles relating to independence, and
(iii) confirmation from our securities counsel that the services are not among
those that our independent auditors have been prohibited from performing under
SEC rules. Our sole director then makes a determination to approve or
disapprove the engagement of Moore & Associates for the proposed services. In
the fiscal year ending November 30, 2008, all fees paid to Moore & Associates
were unanimously pre-approved in accordance with this policy.
Less than 50 percent of hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most recent
fiscal year were attributed to work performed by persons other than the
principal accountant's full-time, permanent employees.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following information required under this item is filed as part of this
report:
(a) 1. Financial Statements
Page
----
Management's Report on Internal Control Over Financial Reporting 27
Report of Independent Registered Public Accounting Firm F-1
Balance Sheets F-2
Statements of Operations F-3
Statements of Stockholders' Equity F-4
Statements of Cash Flows F-5
(b) 2. Financial Statement Schedules
None.
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(c) 3. Exhibit Index
Incorporated by reference
-------------------------
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
- ------------------------------------------------------------------------------
3.1 Your Event, Inc. Articles SB-2 3.1 1-18-08
of Incorporation currently
in effect
- ------------------------------------------------------------------------------
3.2 Bylaws as currently SB-2 3.2 1-18-08
in effect
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10.1 Lock-up Agreement of Common S-1 10.1 3-04-08
Shares dated January 15, 2008
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23.1 Consent Letter from Moore X
and Associates Chartered
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31.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
302 of the Sarbanes-Oxley
Act
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31.2 Certification of President X
and Principal Financial
Officer, pursuant to Section
906 of the Sarbanes-Oxley
Act
- ------------------------------------------------------------------------------
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Your Event, Inc.
By: /s/ Marilyn Montgomery
--------------------------
Marilyn Montgomery
President and Director
Date: January 30, 2009
----------------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated have signed this report below.
Name
By: /s/ Marilyn Montgomery
-----------------------
Marilyn Montgomery
President, Secretary,
Treasurer and Director
(Principal Executive,
Principal Financial and
Principal Accounting Officer)
Date: January 30, 2009
----------------
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