FILED PURSUANT TO RULE 424(b)(3)
Registration No. 333-148739
Your Event, Inc.
4,000,000 shares maximum, 1,000,000 shares minimum of common stock to be
offered and issued directly by the Company
1,800,000 shares of common stock held by stockholders
We are a development stage company and have not generated any revenue to
date. Your Event, Inc. ("the Company") is focused on becoming an event
planning company. The prospectus relates to the sale by us of up to
4,000,000 shares maximum, 1,000,000 shares minimum of common stock and to the
resale by certain selling security holders of the Company of up to 1,800,000
shares of common stock. Upon the effectiveness of this prospectus: (a) we
may offer to sell shares of our common stock being offered in this prospectus
at a purchase price of $0.005 per share; and (b) the Selling Shareholders may
sell the shares as detailed in the section entitled "Plan of Distribution."
We expect to receive up to $20,000 maximum, $5,000 minimum in gross proceeds
from the sale of shares of our common stock by us in the offering. We will
not receive any of the proceeds from the sale of the shares by the selling
stockholders.
Each of the selling stockholders may be deemed to be an "underwriter," as
such term is defined in the Securities Act of 1933.
There has been no market for our securities and a public market may not
develop, or, if any market does develop, it may not be sustained. As of
March 14, 2008, we have 10,000,000 common shares issued and outstanding.
Our common stock is not traded on any exchange or in the over-the-counter
market. After we close our 4,000,000 maximum, 1,000,000 minimum share
offering, we expect to have an application filed with the National
Association of Securities Dealers, Inc. for our common stock to eligible for
trading on the OTC Bulletin Board. There are no assurances that we may ever
achieve the minimum offering.
The purchase of the securities offered through this prospectus involves a
high degree of risk. See "Risk Factors" beginning on page 8.
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The shares are intended to be sold directly through the efforts of Marilyn
Montgomery, our sole officer and director of Your Event, Inc. The offering
is being conducted on a self-underwritten, best effort basis, which means our
officer/director will attempt to sell the shares. The intended methods of
communication include, without limitation, telephone and personal contact.
The proceeds from the sale of the shares in this offering will be payable to
Thomas C. Cook Client Trust Account fbo Your Event, Inc. All subscription
funds will be held in the Trust Account.
If at least the minimum amount of the shares are not sold and at least the
minimum offering amount is not deposited by the expiration date of the
offering, the funds will be promptly returned to the investors, without
interest or deduction. The shares will be offered at a price of $0.005 per
share for a period of ninety (90) days from the effective date of this
prospectus, unless extended by our board of directors for an additional 90
days. The offering will end on July 10, 2008. For more information, see
the section titled "Plan of Distribution" herein.
Prior to this offering, there has been no public market for Your Event,
Inc.'s common stock. After this registration statement becomes effective, we
expect to have a broker dealer file an application with the National
Association of Securities Dealers, Inc. for our common stock to eligible for
trading on the OTC Bulletin Board. The shares of our common stock can be
sold by the Selling Shareholders for the duration of this offering at a fixed
price of $ 0.005 per share until our shares are quoted on the OTC Bulletin
Board and thereafter at prevailing market prices or privately negotiated
prices.
Your Event, Inc. plans to operate as an event planning company and currently
has no operations. Any investment in the shares offered herein involves a
high degree of risk. You should only purchase shares if you can afford a
loss of your investment. Our independent auditor has issued an audit opinion
for Your Event, Inc. which includes a statement expressing substantial doubt
as to our ability to continue as a going concern.
We may amend or supplement this prospectus from time to time by filing
amendments or supplements as required. You should read the entire prospectus
and any amendments or supplements carefully before you make your investment
decision.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this prospectus is April 10, 2008
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TABLE OF CONTENTS
-----------------
PAGE
----
Part I
PROSPECTUS SUMMARY..................................................... 4
SUMMARY FINANCIAL INFORMATION.......................................... 6
RISK FACTORS........................................................... 6
RISK FACTORS RELATING TO OUR COMPANY................................... 7
RISK FACTORS RELATING TO OUR COMMON SHARES.............................12
CAPITALIZATION ........................................................16
FORWARD-LOOKING STATEMENTS.............................................17
THE OFFERING ..........................................................17
USE OF PROCEEDS........................................................18
DETERMINATIN OF THE OFFERING PRICE.....................................19
DILUTION...............................................................20
DESCRIPTION OF BUSINESS................................................21
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION..............28
LEGAL PROCEEDINGS......................................................30
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS...........30
SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT..........33
CERTAIN RELATINSHIPS AND RELATED TRANSACTIONS..........................34
SELLING SECURITY HOLDERS...............................................35
PLAN OF DISTRIBUTION...................................................37
DIVIDEND POLICY........................................................44
SHARE CAPITAL .........................................................43
LEGAL MATTERS..........................................................45
EXPERTS................................................................45
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES.........................45
WHERE YOU CAN FIND MORE INFORMATION....................................46
FINANCIAL STATEMENTS...................................................47
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Prospectus Summary
------------------
The following summary highlights selected information contained in this
prospectus. Before making an investment decision, you should read the entire
prospectus carefully, including the "Risk Factors" section, the financial
statements and the notes to the financial statements.
Corporate Background
Your Event, Inc. was incorporated on October 30, 2007. Your Event, Inc. is
focused on operating as an event planning company. We have not generated any
revenue to date and are a development stage company. We currently have no
employees other than one officer who also serves on our board.
Our offices are currently located at 7065 W. Ann Road, #130-110, Las Vegas,
Nevada 89130. Our telephone number is (877) 871-4552.
The Offering
------------
Shares being offered; The sale by us to the public of up to 4,000,000
Shares of common stock at $0.005 per share and the
resale by certain selling security holders of the
Company of up to 1,800,000 common shares at $0.005
per share, which shares were issued in November,
2007 in reliance upon an exemption from registration
under Section 4(2) of the Securities Act as a
transaction not involving a public offering.
Offering Price The offering price of the common stock is $0.005
per share. We intend to apply to the NASD Over-the-
Counter Bulletin Board electronic quotation service
to allow the trading of our common stock after this
prospectus is declared effective by the U. S.
Securities and Exchange Commission. If our common
stock becomes so traded and at the time of sale or
by private transaction negotiated by the selling
shareholders. The offering price would thus be
determined by market factors and the independent
decisions of the selling shareholders.
Offering Period The offering will commence when the Securities and
Exchange Commission declares this prospectus
effective. The offering will terminate upon the
earlier of the sale of all the shares of common stock
being offered or 90 business days after the date
hereof, unless extended by our board of directors
for an additional 90 days. In the event we do not
sell all of the shares before the expiration date of
the offering, all funds raised will be promptly
returned to the investors, without interest or
deduction.
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Number of shares 10,000,000
outstanding before
the offering
Number of shares 14,000,000
outstanding after
the offering
(maximum)
Number of shares 11,000,000
outstanding after
the offering
(minimum)
Currently, our sole officer and director, being our
President, beneficially owns 82% of our issued and
outstanding shares and will exercise control over
matters requiring stockholder approval and will be
able to elect all of our directors . Such control,
which may have the effect of delaying, deferring or
preventing a change of control, is likely to continue
for the foreseeable future and significantly
diminishes control and influence which future
stockholders may have in the Company.
Market for the common There is no public market for our common shares. We
shares intend to have a market maker file an application on
our behalf with the NASD to have our common stock
quoted on the OTC Bulletin Board, upon the close of
this offering. There is no assurance that a trading
market will develop, or, if developed, that it will
be sustained. Consequently, a purchaser of our
common stock may find it difficult to resell the
securities offered herein should the purchaser desire
to do so when eligible for public resale.
Use of proceeds If we are successful at selling all the shares being
offered by our Company, our gross proceeds from such
offering will be $20,000. We intend to use these
proceeds to implement our business plan. We will
not receive any proceeds from the sale of shares
shares by the selling stockholders.
Dividend policy We currently intend to retain any future earning to
fund the development and growth of our business.
Therefore, we do not anticipate pay cash dividends.
See "Dividend Policy."
OTC/BB symbol Not applicable
5
Summary Financial Information
-----------------------------
For The Period
October 30, 2007
(Inception) to
Nov. 30, 2007
(audited)
-------------
Statement of Operations Data:
Revenues $ -
Net Loss $ 400
Net Loss Per Common Share -
Basic and Diluted $(0.00)
Weighted Average Common Shares
Outstanding - 10,000,000
issued and outstanding as
of 11/30/07
Balance sheet data:
Nov. 30, 2007
(audited)
-------------
Working Capital $ 9,600
Total Assets $ 9,600
Stockholders' Equity $ 9,600
Risk Factors
------------
All parties and individuals reviewing this Form SB-2 and considering us as an
investment should be aware of the financial risk involved. When deciding
whether to invest or not, careful review of the risk factors set forth herein
and consideration of forward-looking statements contained in this
registration statement should be adhered to. Prospective investors should be
aware of the difficulties encountered as we face all the risks including
competition, and the need for additional working capital. If any of the
following risks actually occur, our business, financial condition, results of
operations and prospects for growth would likely suffer. As a result, you
could lose all or part of your investment.
You should read the following risk factors carefully before purchasing our
common stock.
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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
registration statement, at November 30, 2007 we had working capital of
approximately $9,600 and stockholders' equity of approximately $9,600. In
addition, we had a net loss of approximately $400 for the period October 30,
2007 (inception) to November 30, 2007.
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, 2007. 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.
3. WE EXPECT LOSSES IN THE FUTURE BECAUSE WE HAVE NO REVENUE.
We have not generated any revenues, we are 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.
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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.
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
8
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.
9. OUR PRINCIPAL STOCKHOLDERS, OFFICERS AND DIRECTORS OWN 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 own approximately or have
the right to vote approximately 82% 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;
9
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.
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.
10
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.
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.
Upon the effectiveness of our registration, we will incur legal, accounting
and other expenses as a fully-reporting public company. 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. At this time, we project that the
total incremental operating expenses of being a public company will be
approximately $11,000 for 2008. The incremental costs are estimates, and
actual incremental expenses could be materially different from these
estimates.
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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.
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.
12
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. THERE IS NO CURRENT TRADING MARKET FOR OUR SECURITIES AND IF A TRADING
MARKET DOES NOT DEVELOP, PURCHASERS OF OUR SECURITIES MAY HAVE DIFFICULTY
SELLING THEIR SHARES.
There is currently no established public trading market for our securities
and an active trading market in our securities may not develop or, if
developed, may not be sustained. We intend to apply for admission to
quotation of our securities on the NASD OTC Bulletin Board after this
prospectus is declared effective by the SEC and we close the offering of at
least 1,000,000 shares and up to 4,000,000 shares. If for any reason our
common stock is not quoted on the OTC Bulletin Board or a public trading
market does not otherwise develop, purchasers of the shares may have
difficulty selling their common stock should they desire to do so. As of the
date of this filing, there have been no discussions or understandings between
Your Event, Inc. or anyone acting on our behalf with any market maker
regarding participation in a future trading market for our securities. If no
market is ever developed for our common stock, it will be difficult for you
to sell any shares you purchase in this offering. 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. In addition, if
we fail to have our common stock quoted on a public trading market, your
common stock will not have a quantifiable value and it may be difficult, if
not impossible, to ever resell your shares, resulting in an inability to
realize any value from your investment.
13
19. STATE SECURITIES LAWS MAY LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE
STATES IN WHICH AND CONDITIONS UNDER WHICH YOU CAN SELL THE SHARES OFFERED BY
THIS PROSPECTUS.
Secondary trading in common stock sold in this offering will not be possible
in any state until the common stock is qualified for sale under the
applicable securities laws of the state or there is confirmation that an
exemption, such as listing in certain recognized securities manuals, is
available for secondary trading in the state. We do plan to register our
post-effective amendment by coordination with the Securities Division of the
State of Nevada, pursuant to NRS Section 90.480. If we fail to register or
qualify, or to obtain or verify an exemption for the secondary trading of,
the common stock in any particular state, the common stock could not be
offered or sold to, or purchased by, a resident of that state. In the event
that a significant number of states refuse to permit secondary trading in our
common stock, the liquidity for the common stock could be significantly
impacted thus causing you to realize a loss on your investment.
20. 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.
21. 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.
14
22. YOUR EVENT, INC. IS SELLING SHARES OFFERED IN THIS PROSPECTUS WITHOUT AN
UNDERWRITER AND MAY NOT BE ABLE TO SELL ANY OF THE SHARES OFFERED HEREIN.
The common shares are being offered on Your Event, Inc.'s behalf by Marilyn
Montgomery, Your Event, Inc.'s sole officer and director. No broker-dealer
has been retained as an underwriter and no broker-dealer is under any
obligation to purchase any common shares. There are no firm commitments to
purchase any of the shares in this offering. Consequently, there is no
guarantee that Your Event, Inc. is capable of selling all, or any, of the
common shares offered hereby.
23. 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.
Our plan allows for the estimated $4,000 cost of our Registration Statement
to be paid from existing cash on hand, and $20,000 from this offering to pay
$800 in offering expenses for printing the offering document and payment of
the transfer agent with the remainder of the offering proceeds to further our
business plan.
We plan to contact a market maker immediately following the effectiveness of
our Registration Statement and have them file an application on our behalf to
have the shares quoted on the OTC Electronic Bulletin Board. To be eligible
for quotation on the OTCBB, issuers must remain current in their filings with
the SEC. Market Makers are not permitted to begin quotation of a security
whose issuer does not meet this filing requirement. Securities already
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 you to resell any shares you may purchase, if at all.
15
Capitalization
--------------
The following table sets forth, as of November 30, 2007, the capitalization
of the Company on an actual basis, and the capitalization of the Company as
adjusted to give effect to the sale of 4,000,000 shares of common stock being
offered hereby at the initial public offering price of $0.005 per share and
the application of the estimated net proceeds therefrom as described in "Use
of Net Proceeds". This table should be read in conjunction with the more
detailed financial statements and notes thereto included elsewhere herein.
November 30, 2007
(audited)
-----------------
As
Actual Adjusted
----------- ---------
Liabilities $ - $ -
Stockholder's Equity:
Preferred stock, $0.001
par value, 5,000,000 shares authorized,
no shares issued or outstanding
Common stock, $0.001 par value, 70,000,000
shares authorized, 10,000,000 shares issued and
outstanding as of 11/30/2007 9,600 29,600
Additional paid-in capital - -
Earnings (Deficit) accumulated during
development stage (400) (400)
--------- ---------
Total stockholders equity 9,600 29,600
--------- ---------
Total Capitalization $ 9,600 $ 29,600
========= =========
16
Forward-Looking Statements
--------------------------
This prospectus contains forward-looking statements which relate to future
events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may", "should", "expects",
"plans", "anticipates", "believes", "estimates", "predicts", "potential" or
"continue" or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
"Risk Factors," that may cause our or our industry's actual results, levels
of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.
While these forward-looking statements, and any assumptions upon which they
are based, are made in good faith and reflect our current judgment regarding
the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections,
assumptions or other future performance suggested herein. Except as required
by applicable law, including the securities laws of the United States, we do
not intend to update any of the forward-looking statements to conform these
statements to actual results.
The Offering
------------
This prospectus relates to the following:
(a) The resale by certain selling security holders of the Company of up to
1,800,000 shares of common stock in connection with the resale of shares of
common stock issued by us in private placements transactions were issued in
reliance upon an exemption from registration under Section 4(2) of the
Securities Act as a transaction not involving a public offering. The selling
shareholders purchased their shares at $0.005 per share. The selling
shareholders may sell their shares of our common stock at a fixed price of
$0.005 per share until shares of our common stock are quoted on the OTC
Bulletin Board, and thereafter at prevailing market prices or privately
negotiated prices. There can be no assurance that we will be able to obtain
an OTCBB listing. We will not receive any proceeds from the resale of common
shares by the selling security holders.
(b) We are also offering for sale to the public up to 4,000,000 shares of
common stock at $0.005 per share. We will offer the shares directly to the
public through our sole director/officer, without the use of any broker-
dealer. Our sole director/officer will not receive any compensation,
directly or indirectly, in connection with the offer and sale of the shares
under this prospectus.
17
Use of Proceeds
---------------
We will not receive any of the proceeds from the sale of the common shares
being offered for sale by the selling security holders. However, we will
receive up to $20,000 in proceeds from the sale of shares offered by us under
this prospectus. The proceeds we receive shall be used to further our
business plan. The use of proceeds include:
Use of Proceeds
- ---------------
Minimum % Maximum %
-------- - -------- -
Total Proceeds $ 5,000 100.0% $20,000 100.0%
Less: Offering Expenses
Commissions & Finders Fees $ 0 $ 0
Transfer Agent fees* $ 500 10.0% $ 500 2.5%
Copying* $ 0 $ 300 1.5%
------------------------------------
TOTAL OFFERING EXPENSES $ 500 10.0% $ 800 4.0%
Net Proceeds From Offering $ 4,500 90.0% $19,200 96.0%
Use of Proceeds:
Marketing Expenses $ 2,000 40.0% $10,000 50.0%
Advertising/Mailing $ 1,500 30.0% $ 6,000 30.0%
Telephone Expenses $ 500 10.0% $ 1,200 6.0%
General Working Capital $ 500 10.0% $ 2,000 10.0%
------------------------------------
Total Use of Net Proceeds $ 4,500 90.0% $19,200 96.0%
------------------------------------
Total Use of All Proceeds $ 5,000 100.0% $20,000 100.0%
*Estimated Expenses
18
We anticipate that we will require up to approximately $200,000 to fund our
continued operations after we becoming fully reporting with the SEC. 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.
Determination of Offering Price
-------------------------------
The selling shareholders may sell their shares of our common stock at a fixed
price of $0.005 per share until shares of our common stock are quoted on the
OTC Bulletin Board, and thereafter at prevailing market prices or privately
negotiated prices. There can be no assurance that we will be able to obtain
an OTCBB listing. The offering price of $0.005 per share arbitrarily
determined and does not have any relationship to any established criteria of
value, such as book value or earnings per share.
With respect to the sale of up to 4,000,000 shares of common stock by us, we
arbitrarily determined the price at which such shares would be sold as $0.005
per share. We considered several factors in such determination, including
the following: (a) our ability to raise funds under this offering; (b) our
limited history of operations; (c) prospects for the industry in which we
compete; (d) our existing capital structure; and (e) our ability to raise
funds in the future. The public offering price of the shares does not bear
any relationship to established valuation criteria and is not indicative of
prices that may prevail in the future. You cannot be sure that a public
market for any of our securities will develop and continue or that the
securities will ever trade at a price higher than the offering price in this
offering.
Additionally, because we have no significant operating history and have not
generated any material revenues to date, the price of our common stock is not
based on past earnings, nor is the price of our common stock indicative of
the current market value of the assets owned by us. No valuation or appraisal
has been prepared for our business and potential business expansion. Our
common stock is presently not traded on any market or securities exchange and
we have not applied for listing or quotation on any public market.
19
DILUTION
--------
"Dilution" represents the difference between the offering price of the shares
of common stock and the net book value per share of common stock immediately
after completion of the offering. "Net book value" is the amount that results
from subtracting total liabilities from total assets. In this offering, the
level of dilution is increased as a result of the relatively low book value
of Your Event, Inc. issued and outstanding stock. This is due in part to
10,000,000 shares of common stock issued at par value $0.001 per share versus
the current offering price of $0.005 per share. Please refer to the section
titled "Certain Transactions", herein, for more information. Your Event,
Inc.'s net book value on November 30, 2007, was $9,600. Assuming all
4,000,000 shares offered are sold, and in effect Your Event, Inc. receives
the estimated proceeds of this offering from shareholders, Your Event, Inc.'s
net book value will be approximately $0.0021 per share. Therefore, any
investor will incur an immediate and substantial dilution of approximately
$0.0029 per share while the Your Event, Inc. present stockholders will
receive an increase of $0.0012 per share in the net tangible book value of
the shares that he holds. This will result in a 57.71% dilution for
purchasers of stock in this offering.
The following table illustrates the dilution to the purchaser of the common
stock in this offering.
Dilution Table
--------------
Minimum Maximum
------- -------
Net tangible book value per
share at November 30, 2007 $0.0009 $0.0009
Net tangible book value after
this Offering $0.0013 $0.0021
Increase per share attributable
to new stockholders $0.0004 $0.0012
Dilution $0.0037 $0.0029
Dilution as percentage of
purchase price 73.45% 57.71%
29
Description of Business
-----------------------
Summary
- -------
Your Event, Inc. (the "Company") 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.
Your Event, Inc. has not significantly commenced its planned principal
operations and has $9,600 in cash assets as of November 30, 2007. Your
Event, Inc.'s operations to date have been devoted primarily to startup and
development activities, which include the following:
1. Formation of the Company;
2. Development of the Your Event, Inc. business plan;
3. Obtaining capital through a private placement of Your Event, Inc.'s
common stock; and
4. Developing a strategy to identify potential event planning clients.
Your Event, Inc. is attempting to become fully operational. In order to
generate revenues, Your Event, Inc. must address the following areas:
1. Identify businesses, business groups, and social groups that are in
need of the Company's event planning services.
2. Complete the stock offering and apply for listing on the OTC
Bulletin Board.
3. Raise an additional $200,000 for the needed working capital to obtain
commercial office space, hire and train appropriate staff, and market
the Company's event planning services.
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.
21
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, 2007, we did not generate any revenues
and have incurred a cumulative net loss of $(400). We raised $10,000 through
the sale of our stock in a private placement offering. 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.
With the funds available from the original private placement, management
believes we have sufficient funds to pay for legal and accounting expenses to
maintain our status as full reporting company for the next twelve (12)
months. 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. Whether or not the Company raises any
funds in this offering, it still plans to launch its business plan. If the
Company is successful in raising the minimum amount of this offering, $5,000,
these funds would help the Company market and advertise its services. If the
Company is unsuccessful in raising the minimum amount of the offering,
management will continue to execute its business plan on a limited based with
fewer resources to market and advertise its services.
There can be no assurance that the actual expenses incurred will not
materially exceed our estimates in maintaining our fully reporting status.
As a result, our independent auditors have expressed substantial doubt about
our ability to continue as a going concern in the independent auditors'
report to the financial statements included in the registration statement.
Ms. Montgomery, our sole officer/director has no plans or intentions to merge
the company with an operating company.
Our offices are currently located at 7065 W. Ann Road, #130-110, Las Vegas,
Nevada 89130. Our telephone number is (877) 871-4552.
Industry Background
- -------------------
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.
22
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.
Marketing Strategy
- ------------------
Your Event, Inc. 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.
23
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.
Business Strategy
- -----------------
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.
24
General Management Services
- ---------------------------
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
- ---------
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.
Fulfillment
- -----------
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.
25
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 will be
narrowly tailored to that client's needs and desires. We are currently
surveying the events currently 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.
PRODUCTS AND SERVICES
Your Event, Inc.'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.
26
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary
course of business.
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR
LABOR CONTRACTS
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.
NEED FOR GOVERNMENT APPROVAL FOR OUR SERVICES
We are not required to apply for or have any government approval for our
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.
Description of Property
We currently maintain our corporate offices at 7065 W. Ann Road, #130-110,
Las Vegas, Nevada 89130 in space provided to us at no cost by our sole
officer. We believe that this space will be sufficient until we start
generating revenues and need to hire employees.
27
Management's Discussion and Analysis or Plan of Operation
---------------------------------------------------------
Certain statements contained in this prospectus, including statements
regarding the anticipated development and expansion of our business, our
intent, belief or current expectations, primarily with respect to the future
operating performance of Your Event, Inc. and the services we expect to offer
and other statements contained herein regarding matters that are not
historical facts, are "forward-looking" statements. Future filings with the
Securities and Exchange Commission, future press releases and future oral or
written statements made by us or with our approval, which are not statements
of historical fact, may contain forward-looking statements, because such
statements include risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking
statements.
All forward-looking statements speak only as of the date on which they are
made. We undertake no obligation to update such statements to reflect events
that occur or circumstances that exist after the date on which they are made.
Overview
We are focused on becoming an event planning company operating primarily in
the Las Vegas, Nevada area. 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.
Results of Operations
During the period from October 30, 2007 (inception) through November 30,
2007, we incurred a net loss of $(400). Such loss consisted primarily of
corporate organizational costs of $400.
Revenues
We had no revenues for the period from October 30, 2007 (inception) through
November 30, 2007. We do not anticipate generating any revenues for the next
12 months.
Liquidity and Capital Resources
Our audited balance sheet as of November 30, 2007 reflects assets of $9,600
and no liabilities. Cash and cash equivalents from inception to date have
been sufficient to provide the operating capital necessary to operate to
date.
28
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 after this
registration statement is declared effective and our shares are quoted on the
Over the Counter Bulletin Board. 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.
Business Plan Timeline
- ----------------------
The following is an outline of the proposed milestones for our business plan:
Anticipated
Manner time needed to
Milestone of achievement complete milestone
---------------------------------------------------------------------------
1. Business started Completion of private offering Already completed
2. Identify and build Through known acquaintances In progress
a client base
3. Obtain suppliers Obtain event planning In progress
of services quotes for various services
4. Company becomes Files Registration In process
non-deficient with SEC and completes
fully reporting comments
5. Company completes Management seeks funding from Three months
offering friends and acquaintances following
effectiveness of
Registration
6. Broker-dealer Company seeks a Following
applies for market maker completion of
OTC-BB listing offering
7. Business plan Pipe transaction (stock Three months after
funding must be trading) OTC-BB listing
8. Obtain commercial Through a personal Three months
offices and staff effort of Officer after funding
8. Market services Networking with business Six months after
organization and advertising funding
29
The above timeline does not take into account possible delays that may arise.
If we experience any difficulties or delays during our plan of operation, it
could take substantially longer to offer our event planning services on a
commercial basis. The above is also subject to the Company obtaining the
necessary additional financing (Item 6 above).
Going Concern Consideration
Our independent auditors included an explanatory paragraph in their report on
the accompanying financial statements regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional
note disclosures describing the circumstances that lead to this disclosure by
our independent auditors.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Legal Proceedings
-----------------
There are no pending legal proceedings to which the Company is a party or in
which any director, officer or affiliate of the Company, any owner of record
or beneficially of more than 5% of any class of voting securities of the
Company, or security holder is a party adverse to the Company or has a
material interest adverse to the Company. The Company's property is not the
subject of any pending legal proceedings.
Directors, Executive Officers, Promoters and Control Persons
------------------------------------------------------------
Directors and Executive Officers
- --------------------------------
Set forth below are the names, ages and present principal occupations or
employment, and material occupations, positions, offices or employments for
the past five years of our current directors and executive officers.
Name Age Positions and Offices Held
- --------------- --- -----------------------------------
Marilyn Montgomery 57 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
30
Marilyn Montgomery - Background
- -------------------------------
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.
Family Relationships
- --------------------
We have only one director and executive officer, there are no arrangements or
understandings pursuant to which a director or executive officer was selected
to be a director or executive officer. Nathan Montgomery, a shareholder of
Your Event, Inc., is the son of Marilyn Montgomery, the Company's President
and Director. Don Montgomery, a shareholder of Your Event, Inc., is the ex-
husband of Marilyn Montgomery, the Company's President and Director.
Significant Employees
- ---------------------
Our only significant employee is Marilyn Montgomery, who provides a
significant contribution to our business. Our director/officer is not a
director in any other reporting companies. Our directors/officer has not
been affiliated with any company that has filed for bankruptcy within the
last five years. The Company is not aware of any proceedings to which any of
the Company's officer/director, or any associate of any such officer or
director, is a party adverse to the Company or any of the Company's
subsidiaries or has a material interest adverse to it or any of its
subsidiaries.
The director of the Company serves for a term of one year or until the
successor is elected at the Company's annual shareholders' meeting and is
qualified, subject to removal by the Company's shareholders. Each officer
serves, at the pleasure of the board of directors, for a term of one year and
until the successor is elected at the annual meeting of the board of
directors and is qualified.
31
Executive Compensation
Marilyn Montgomery, our president, chief executive officer, chief financial
officer, secretary and a director, was issued 8,200,000 shares in October
2007 for $8,200 cash. These founder's shares were purchased by Ms.
Montgomery, and were not issued as compensation for services.
We do not have any employment agreements with our officer. We do not
maintain key-woman life insurance for any our executive officer/director. We
do not have any long-term compensation plans or stock option plans.
Involvement in Certain Legal Proceedings
Our sole director, executive officer and control person has not been involved
in any of the following events during the past five years and which is
material to an evaluation of the ability or the integrity of our director or
executive officer:
1. any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor
offences);
3. being subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; and
4. being found by a court of competent jurisdiction (in a civil action), the
SEC or the Commodity Futures Trading Commission to have violated a federal or
state securities or commodities law, and the judgment has not been reversed,
suspended, or vacated.
Audit Committee Financial Expert
We do not have an audit committee financial expert nor do we have an audit
committee established at this time.
Auditors; Code of Ethics; Financial Expert
Our principal independent accountant is Moore & Associates, Chartered. We do
not currently have a Code of Ethics applicable to our principal executive,
financial and accounting officer. We do not have an audit committee or
nominating committee. Ms. Montgomery is the board's financial expert member.
Potential Conflicts of Interest
We are not aware of any current or potential conflicts of interest with any
of our sole officer/director.
32
Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The following table lists, as of March 14, 2008, the number of shares of
Common Stock beneficially owned by (i) each person or entity known to our
Company to be the beneficial owner of more than 5% of the outstanding common
stock; (ii) each officer and director of our Company; and (iii) all officers
and directors as a group. Information relating to beneficial ownership of
common stock by our principal shareholders and management is based upon
information furnished by each person using "beneficial ownership" concepts
under the rules of the Securities and Exchange Commission. Under these
rules, a person is deemed to be a beneficial owner of a security if that
person has or shares voting power, which includes the power to vote or direct
the voting of the security, or investment power, which includes the power to
vote or direct the voting of the security. The person is also deemed to be a
beneficial owner of any security of which that person has a right to acquire
beneficial ownership within 60 days. Under the Securities and Exchange
Commission rules, more than one person may be deemed to be a beneficial owner
of the same securities, and a person may be deemed to be a beneficial owner
of securities as to which he or she may not have any pecuniary beneficial
interest. Except as noted below, each person has sole voting and investment
power.
The percentages below are calculated based on 10,000,000 shares of our common
stock issued and outstanding. 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
- -----------------------------------------------------------------------
Common Marilyn Montgomery(1) 8,200,000 82.0%
Sole Officer/Director
------------------------------
DIRECTORS AND OFFICERS
AS A GROUP (1 person) 8,200,000 82.0%
(1) Marilyn Montgomery, 7065 W. Ann Road, #130-110, Las Vegas, Nevada 89130
33
Escrowed shares of founder/promoter
- -----------------------------------
Pursuant to NRS 90.500(8), we added another level of protection to new
investors, that 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.
Certain Relationships and Related Transactions
----------------------------------------------
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 promoters 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
audited financials for the Company. Moore & Associates, Chartered own no
stock in the Company. The company has no formal contracts with its
accountants, they are paid on a fee for service basis.
Other than as set forth above, there are no transactions since our inception,
or proposed transactions, to which we were or are to be a party, in which any
of the following persons had or is to have a direct or indirect material
interest:
a) Any director or executive officer of the small business issuer;
b) Any majority security holder; and
c) Any member of the immediate family (including spouse, parents, children,
siblings, and in-laws) of any of the persons in the above.
34
Selling Security Holders
------------------------
The following table sets forth the shares beneficially owned, as of
November 30, 2007, by the selling stockholders prior to the offering
contemplated by this prospectus, the number of shares each selling
stockholder is offering by this prospectus and the number of shares which
each would own beneficially if all such offered shares are sold. None of the
selling stockholders is a registered broker-dealer or an affiliate of a
registered broker-dealer.
The shares were offered and sold to the selling stockholders in a private
placement made in reliance upon an exemption from registration under Section
4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated
thereunder as a transaction not involving a public offering. None of the
selling stockholders are affiliates or controlled by our affiliates and none
of the selling stockholders are now or were at any time in the past an
officer or director of ours or any of any of our predecessors or affiliates.
Selling Security Holders
Number of Shares
Offered by Selling
Security holder and
Percent of Total
Issued and
Outstanding Held
After the
Offering(1)
-------------------
Common
Shares # of % of
Name of Selling Security holder Owned Shares Class
------------------------------- ------ ------ -----
Nathan Montgomery 450,000 450,000 2.50%
Don Montgomery 450,000 450,000 2.50%
Marcus Luna 450,000 450,000 2.50%
Elda Valencia 450,000 450,000 2.50%
----------------------------
Totals 1,800,000 1,800,000 10.00%
(1) Assumes all of the shares of common stock offered in this prospectus are
sold and no other shares of common stock are sold or issued during this
offering period. Based on 10,000,000 shares of common stock issued and
outstanding as of March 14, 2008 and 18,000,000 shares of common stock after
the offering is completed.
35
We may require the selling security holders to suspend the sales of the
securities offered by this prospectus upon the occurrence of any event that
makes any statement in this prospectus, or the related registration
statement, untrue in any material respect, or that requires the changing of
statements in these documents in order to make statements in those documents
not misleading. We will file a post-effective amendment to this registration
statement to reflect any material changes to this prospectus.
Expenses of Issuance and Distribution
We have agreed to pay all expenses incident to the offering and sale to the
public of the shares being registered other than any commissions and
discounts of underwriters, dealers or agents and any transfer taxes, which
shall be borne by the selling security holders. The expenses which we are
paying are set forth in the following table.
Nature of Expenses:
Amount
------
Securities and Exchange Commission registration fee $ 1
Nevada Securities coordination fee $ 700
Legal fees and miscellaneous expenses* $1,500
Audit Fees $1,000
Transfer Agent fees* $ 500
Printing* $ 299
------
Total $4,000
======
*Estimated Expenses.
36
Plan of Distribution
--------------------
The Offering
We are offering up to a total of 5,800,000 shares. The offering price is
$0.005 per share. The offering will be for a period of 90 business days from
the effective date and may be extended for an additional 90 business days if
we choose to do so. The offering relates to the sale by us of up to
4,000,000 shares of common stock and to the resale by certain selling
security holders of the Company of up to 1,800,000 shares of common stock.
The offering is being conducted on a self-underwritten, best effort basis,
which means our officer/director will attempt to sell the shares. We cannot
assure you that all of the shares offered under this prospectus will be sold.
No one has committed to purchase any of the shares offered. Therefore, we may
not be able to sell all of 4,000,000 shares in this offering. All
subscription funds will be held in a Trust Account until at least the minimum
amount of 1,000,000 shares are sold.
If the minimum amount of the shares are not sold by the expiration date of
the offering, the funds will be promptly returned to the investors, without
interest or deduction. The shares will be offered at a price of $0.005 per
share for a period of ninety (90) days from the effective date of this
prospectus, unless extended by our board of directors for an additional 90
days. Certificates for shares purchased will be issued and distributed
promptly provided all shares are sold, the subscription is accepted and "good
funds" are received in our escrow account.
The proceeds from the sale of the shares in this offering will be payable to
Thomas C. Cook Client Trust Account fbo Your Event, Inc.
We reserve the right to withdraw or cancel this offering and to accept or
reject any subscription in whole or in part, for any reason or for no reason.
Subscriptions will be accepted or rejected promptly. All monies from
rejected subscriptions will be returned immediately by us to the subscriber,
without interest or deductions.
The shares are intended to be sold directly through the efforts of Marilyn
Montgomery, our sole officer and director of Your Event, Inc. The offering
is being conducted on a self-underwritten, best effort basis, which means our
officer/director will attempt to sell the shares.
37
Our officer/director who will be engaged in the sale of the securities will
receive no commission from the sale of the shares nor will she register as a
broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934
in reliance upon Rule 3(a)4-1. Rule 3(a)4-1 sets forth those conditions
under which a person associated with an issuer may participate in the
offering of the issuer's securities and not be deemed to be a broker-dealer.
Our sole officer/director satisfy the requirements of Rule 3(a)4-1 in that:
1. None of such persons is subject to a statutory disqualification, as that
term is defined in Section 3(a)(39) of the Act, at the time of her
participation; and,
2. None of such persons is compensated in connection with his or her
participation by the payment of commissions or other remuneration based
either directly or indirectly on transactions in securities; and
3. None of such persons is, at the time of his participation, an associated
person of a broker- dealer; and
4. All of such persons meet the conditions of Paragraph (a)(4)(ii) of Rule
3(a)4-1 of the Exchange Act, in that they (A) primarily perform, or are
intended primarily to perform at the end of the offering, substantial
duties for or on behalf of the issuer otherwise than in connection with
transactions in securities; and (B) are not a broker or dealer, or an
associated person of a broker or dealer, within the preceding twelve (12)
months; and (C) do not participate in selling and offering of securities
for any issuer more than once every twelve (12) months other than in
reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
As long as we satisfy all of these conditions, we are comfortable that we
will be able to satisfy the requirements of Rule 3a4-1 of the Exchange Act.
As sole officer/director will sell the shares being offered pursuant to this
offering, Regulation M prohibits the company and its officers and directors
from certain types of trading activities during the time of distribution of
our securities. Specifically, Regulation M prohibits our officer/director
from bidding for or purchasing any common stock or attempting to induce any
other person to purchase any common stock, until the distribution of our
securities pursuant to this offering has ended.
We have no intention of inviting broker-dealer participation in this
offering.
We intend to distribute the prospectus to potential investors, to our friends
and relatives who are interested in us and a possible investment in the
offering. The intended methods of communication include, without limitation,
telephone and personal contact.
38
Offering Period and Expiration Date
This offering will commence on the effective date of this prospectus, as
determined by the Securities and Exchange Commission and continue for a
period of 90 business days. We may extend the offering for an additional 90
business days unless the offering is completed or otherwise terminated by us.
Procedures for Subscribing
If you decide to subscribe for any shares in this offering, you will be
required to execute a Subscription Agreement and tender it, together with a
check or certified funds to us. There are no minimum share purchase
requirements for individual investors. All checks for subscriptions should
be made payable to Thomas C. Cook Client Trust Account fbo Your Event, Inc.
Right to Reject Subscriptions
We maintain the right to accept or reject subscriptions in whole or in part,
for any reason or for no reason. All monies from rejected subscriptions will
be returned immediately by us to the subscriber, without interest or
deductions. Subscriptions for securities will be accepted or rejected within
48 hours of our having received them.
Selling Security Holders Distribution
The selling security holders may, from time to time, sell all or a portion of
the shares of common stock on any market upon which the common stock may be
listed or quoted (anticipated to be the OTC Bulletin Board in the United
States), in privately negotiated transactions or otherwise. Such sales may
be at fixed prices prevailing at the time of sale, at prices related to the
market prices or at negotiated prices. Our common stock is not traded on any
exchange or in the over-the-counter market. After the date of close of this
offering, we expect to have an application filed with the National
Association of Securities Dealers, Inc. for our common stock to eligible for
trading on the OTC Bulletin Board. Until our common stock becomes eligible
for trading on the OTC Bulletin Board, the selling stockholders holders will
be offering our common shares at a price of $0.005 per common share.
Notwithstanding the foregoing, the shares of common stock being offered for
resale by this prospectus may be sold by the selling security holders by one
or more of the following methods, without limitation: (a) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; (b)
privately negotiated transactions; (c) market sales (both long and short to
the extent permitted under the federal securities laws); (d) at the market to
or through market makers or into an existing market for the shares; (e)
through transactions in options, swaps or other derivatives (whether exchange
listed or otherwise); and (f) a combination of any of the aforementioned
methods of sale.
39
In the event of the transfer by any of the selling security holders of its
common shares to any pledgee, donee or other transferee, we will amend this
prospectus and the registration statement of which this prospectus forms a
part by the filing of a post-effective amendment in order to have the
pledgee, donee or other transferee in place of the selling stockholder who
has transferred his, her or its shares. In effecting sales, brokers and
dealers engaged by the selling security holders may arrange for other brokers
or dealers to participate. Brokers or dealers may receive commissions or
discounts from a selling stockholder or, if any of the broker-dealers act as
an agent for the purchaser of such shares, from a purchaser in amounts to be
negotiated which are not expected to exceed those customary in the types of
transactions involved. Broker-dealers may agree with a selling stockholder to
sell a specified number of the shares of common stock at a stipulated price
per share. Such an agreement may also require the broker-dealer to purchase
as principal any unsold shares of common stock at the price required to
fulfill the broker-dealer commitment to the selling stockholder if such
broker-dealer is unable to sell the shares on behalf of the selling
stockholder. Broker-dealers who acquire shares of common stock as principal
may thereafter resell the shares of common stock from time to time in
transactions which may involve block transactions and sales to and through
other broker-dealers, including transactions of the nature described above.
Such sales by a broker-dealer could be at prices and on terms then prevailing
at the time of sale, at prices related to the then-current market price or in
negotiated transactions. In connection with such resales, the broker-dealer
may pay to or receive from the purchasers of the shares commissions as
described above. The selling security holders and any broker-dealers or
agents that participate with the selling stockholders in the sale of the
shares of common stock may be deemed to be "underwriters" within the meaning
of the Securities Act in connection with these sales. In that event, any
commissions received by the broker-dealers or agents and any profit on the
resale of the shares of common stock purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
From time to time, any of the selling security holders may pledge shares of
common stock pursuant to the margin provisions of customer agreements with
brokers. Upon a default by a selling security holder, their broker may offer
and sell the pledged shares of common stock from time to time. Upon a sale
of the shares of common stock, the selling security holders intend to comply
with the prospectus delivery requirements under the Securities Act by
delivering a prospectus to each purchaser in the transaction. We intend to
file any amendments or other necessary documents in compliance with the
Securities Act which may be required in the event any of the selling
stockholders defaults under any customer agreement with brokers. To the
extent required under the Securities Act, a post effective amendment to this
registration statement will be filed disclosing the name of any broker-
dealers, the number of shares of common stock involved, the price at which
the common stock is to be sold, the commissions paid or discounts or
concessions allowed to such broker-dealers, where applicable, that such
broker-dealers did not conduct any investigation to verify the information
set out or incorporated by reference in this prospectus and other facts
material to the transaction.
40
We and the selling security holders will be subject to applicable provisions
of the Exchange Act and the rules and regulations under it, including,
without limitation, Rule 10b-5 and, insofar as a selling stockholder is a
distribution participant and we, under certain circumstances, may be a
distribution participant, under Regulation M. All of the foregoing may affect
the marketability of the common stock.
All expenses of the registration statement including, but not limited to,
legal, accounting, printing and mailing fees are and will be borne by us. Any
commissions, discounts or other fees payable to brokers or dealers in
connection with any sale of the shares of common stock will be borne by the
selling security holders, the purchasers participating in such transaction,
or both.
Any shares of common stock covered by this prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act, as amended, may be sold under
Rule 144 rather than pursuant to this prospectus.
Penny Stock Regulations
You should note that our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines "penny stock" to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets in excess
of $5,000,000 or individuals with a net worth in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 jointly with their spouse. The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document in a form prepared by the SEC which provides information
about penny stocks and the nature and level of risks in the penny stock
market. The broker-dealer also must provide the customer with current bid and
offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction and monthly account statements showing
the market value of each penny stock held in the customer's account. The bid
and offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before
or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive
41
the purchaser's written agreement to the transaction. These disclosure
requirements may have the effect of reducing the level of trading activity in
the secondary market for the stock that is subject to these penny stock
rules. Consequently, these penny stock rules may affect the ability of
broker-dealers to trade our securities. We believe that the penny stock rules
discourage investor interest in and limit the marketability of our common
stock.
Blue Sky Restrictions on Resale
If a selling security holder wants to sell shares of our common stock under
this registration statement in the United States, the selling security
holders will also need to comply with state securities laws, also known as
"Blue Sky laws," with regard to secondary sales. All states offer a variety
of exemption from registration for secondary sales. Many states, for
example, have an exemption for secondary trading of securities registered
under Section 12(g) of the Securities Exchange Act of 1934 or for securities
of issuers that publish continuous disclosure of financial and non-financial
information in a recognized securities manual, such as Standard & Poor's. The
broker for a selling security holder will be able to advise a selling
security holder which states our common stock is exempt from registration
with that state for secondary sales.
Any person who purchases shares of our common stock from a selling security
holder under this registration statement who then wants to sell such shares
will also have to comply with Blue Sky laws regarding secondary sales.
When the registration statement becomes effective, and a selling security
holder indicates in which state(s) he desires to sell his shares, we will be
able to identify whether it will need to register or it will rely on an
exemption there from.
We plan to register our posteffective amendment by coordination with the
Securities Division of the State of Nevada, pursuant to NRS Section 90.480.
Therefore, upon the effectiveness of our registration with the SEC, the State
of Nevada will provide us with a notice of effectiveness for the State of
Nevada. This coordination will allow us to sell our securities in the State
of Nevada pursuant to their securities laws.
42
Dividend Policy
---------------
We have not declared or paid dividends on our Common Stock since our
formation, and we do not anticipate paying dividends in the foreseeable
future. Declaration or payment of dividends, if any, in the future, will be
at the discretion of our Board of Directors and will depend on our then
current financial condition, results of operations, capital requirements and
other factors deemed relevant by the board of directors. There are no
contractual restrictions on our ability to declare or pay dividends.
Share Capital
-------------
Security Holders
At March 14, 2008, there were 10,000,000 common shares outstanding which were
held by five (5) stockholders of record.
Transfer Agent
We are currently serving as our own transfer agent, and plan to continue to
serve in that capacity until this offering is completed. Upon completion of
the offering we plan to hire an independent transfer agent to issue shares
to our new shareholders.
Admission to Quotation on the OTC Bulletin Board
We intend to have our common stock be quoted on the OTC Bulletin Board. If
our securities are not quoted on the OTC Bulletin Board, a security holder
may find it more difficult to dispose of, or to obtain accurate quotations as
to the market value of our securities. The OTC Bulletin Board differs from
national and regional stock exchanges in that it (1) is not situated in a
single location but operates through communication of bids, offers and
confirmations between broker-dealers, and (2) securities admitted to
quotation are offered by one or more Broker-dealers rather than the
"specialist" common to stock exchanges.
To qualify for quotation on the OTC Bulletin Board, an equity security must
have one registered broker-dealer, known as the market maker, willing to list
bid or sale quotations and to sponsor the company listing. If it meets the
qualifications for trading securities on the OTC Bulletin Board our
securities will trade on the OTC Bulletin Board. We may not now or ever
qualify for quotation on the OTC Bulletin Board. We currently have no market
maker who is willing to list quotations for our securities.
The following description of our capital stock is a summary and is qualified
in its entirety by the provisions of our Articles of Incorporation which has
been filed as an exhibit to our registration statement of which this
prospectus is a part.
43
Common Stock
We are authorized to issue 70,000,000 common stock with par value of $0.001,
of which 10,000,000 shares are issued and outstanding as of March 14, 2008.
Holders of shares of our common stock are entitled to one vote per share on
all matters to be voted upon by the stockholders generally. The holders of
shares of common stock have no preemptive, conversion, subscription or
cumulative voting rights. Each holder of the Company's Common shares is
entitled to one vote for each share held of record on all matters submitted
to the vote of stockholders, including the election of directors.
Preferred Stock
We are authorized to issue 5,000,000 shares of preferred stock. Our board of
directors has the right, without shareholder approval, to issue preferred
shares with rights superior to the rights of the holders of shares of common
stock. As a result, preferred shares could be issued quickly and easily,
negatively affecting the rights of holders of common shares and could be
issued with terms calculated to delay or prevent a change in control or make
removal of management more difficult. Because we may issue up to 5,000,000
shares of preferred stock in order to raise capital for our operations, your
ownership interest may be diluted which results in your percentage of
ownership in us decreasing.
Warrants and Options
Currently, there are no warrants, options or other convertible securities
outstanding.
44
Legal Matters
-------------
The Law Offices of Thomas C. Cook has opined on the validity of the shares of
common stock being offered hereby.
Experts
-------
The financial statements included in this prospectus and in the registration
statement have been audited by Moore & Associates, Chartered, an independent
registered public accounting firm, to the extent and for the period set forth
in their report appearing elsewhere herein and in the registration statement,
and are included in reliance upon such report given upon the authority of
said firm as experts in auditing and accounting.
Interest of Named Experts and Counsel
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of
the securities being registered or upon other legal matters in connection
with the registration or offering of the common stock was employed on a
contingency basis or had, or is to receive, in connection with the offering,
a substantial interest, directly or indirectly, in the registrant or any of
its parents or subsidiaries. Nor was any such person connected with the
registrant or any of its parents, subsidiaries as a promoter, managing or
principal underwriter, voting trustee, director, officer or employee.
Indemnification for Securities Act Liabilities
----------------------------------------------
Our Articles and By-laws provide to the fullest extent permitted by law, our
directors or officers, former directors and officers, and persons who act at
our request as a director or officer of a body corporate of which we are a
shareholder or creditor shall be indemnified by us. We believe that the
indemnification provisions in our By-laws are necessary to attract and retain
qualified persons as directors and officers. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Act" or
"Securities Act") may be permitted to directors, officers or persons
controlling us pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
45
Where You Can Find More Information
-----------------------------------
We have filed a registration statement on Form SB-2 under the Securities Act
with the SEC for the securities offered hereby. This prospectus, which
constitutes a part of the registration statement, does not contain all of the
information set forth in the registration statement or the exhibits and
schedules which are part of the registration statement. For additional
information about us and our securities, we refer you to the registration
statement and the accompanying exhibits and schedules. Statements contained
in this prospectus regarding the contents of any contract or any other
documents to which we refer are not necessarily complete. In each instance,
reference is made to the copy of the contract or document filed as an exhibit
to the registration statement, and each statement is qualified in all
respects by that reference. Copies of the registration statement and the
accompanying exhibits and schedules may be inspected without charge (and
copies may be obtained at prescribed rates) at the public reference facility
of the SEC at Room 1024, 100 F Street, N.E. Washington, D.C. 20549.
You can request copies of these documents upon payment of a duplicating fee
by writing to the SEC. You may call the SEC at 1-800-SEC-0330 for further
information on the operation of its public reference rooms. Our filings,
including the registration statement, will also be available to you on the
Internet web site maintained by the SEC at http://www.sec.gov.
46
FINANCIAL STATEMENTS
YOUR EVENT, INC.
FINANCIAL STATEMENTS
November 30, 2007
INDEX
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Financial Statement
PAGE
----
Year end August 31, 2007 Financials (audited):
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-6-10
47
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 sheet of Your Event, Inc. (A
Development Stage Company) as of November 30, 2007, and the related
statements of operations, stockholders' equity and cash flows through
November 30, 2007, and Inception on October 30, 2007 through November 30,
2007. 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 conducted 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, 2007 and the results of its
operations and its cash flows through November 30, 2007, and Inception on
October 30, 2007 through November 30, 2007, 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 not commenced its planned operations
and has not generated any revenue. This raises substantial doubt as to the
Company's 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 11, 2008
2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
(702) 253-7499 Fax (702) 253-7501
F-1
Your Event, Inc.
(A Development Stage Company)
Balance Sheet
November 30, 2007
Balance Sheet
November 30,
2007
------------
Assets
Current Assets:
Cash $ -
Funds held in escrow 9,600
-----------
Total current assets 9,600
------------
$ 9,600
============
Liabilities and Stockholders' Equity
Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000
shares authorized, none issued and
outstanding as of 11/30/07 -
Common stock, $0.001 par value, 70,000,000
shares authorized, 10,000,000 shares issued and
outstanding as of 11/30/07 10,000
Additional Paid-in Capital -
Earnings (Deficit) accumulated during
development stage (400)
------------
Total liabilities and stockholders' equity 9,600
------------
$ 9,600
============
The accompanying notes are an integral part of these financial statements.
F-2
Your Event, Inc.
(A Development Stage Company)
Statement of Operations
For the period from October 30, 2007 (Inception) to November 30, 2007
Statement of Operations
For the period
from
October 30, 2007
(Inception) to
November 30,
2007
--------------
Revenue $ -
--------------
Expenses:
Incorporating Fees 400
--------------
Total expenses 400
--------------
Net income (expenses) $ (400)
==============
Weighted average number of common shares outstanding -
basic and fully diluted 10,000,000
==============
Net (loss) per share - basic and fully diluted $ (0.00)
==============
The accompanying notes are an integral part of these financial statements.
F-3
Your Event, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the period from October 30, 2007 (Inception) to November 30, 2007
Statement of Changes in Stockholders' Equity
(Deficit)
Preferred Accumulated
Common Stock Stock Additional During Total
------------------ -------------- Paid-in Development Stockholders
Shares Amt Shares Amt Capital Stage Equity
---------- ------- ------- ----- --------- ----------- ----------
Founders
initial
investment,
10/30/07
$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
========== ======= ======= ===== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
F-4
Your Event, Inc.
(A Development Stage Company)
Statement of Cash Flows
For the period from October 30, 2007 (Inception) to November 30, 2007
Statement of Cash Flows
For the period
from
October 30, 2007
(Inception) to
November 30,
2007
--------------
Cash flows from operating activities:
Net income (loss) $ (400)
--------------
Cash flows from financing activities:
Sale of Common Stock 10,000
--------------
Cash provided (used) by financing activities 10,000
Net increase (decrease) in cash 9,600
Cash at beginning of period -
--------------
Cash at end of period $ 9,600
==============
Supplemental disclosures:
Interest paid $ -
==============
Income taxes paid $ -
==============
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 $9,600 in current assets and no liabilities as of
November 30, 2007. 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.
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, 2007. 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, 2007, the Company recognized no revenues and has
accumulated net (loss) of $(400) 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 period
from
October 30, 2007
(Inception) to
November 30,
2007
-------------
Net loss (numerator) $ (400)
=============
Weighted Average Common Shares Outstanding 10,000,000
=============
Basic Loss per Share $ (0.00)
=============
F-8
Your Event, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 10. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS
Below is a listing of the most recent accounting standards and their effect
on the Company.
In September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 157, "Fair Value Measurements" which defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles (GAAP), and expands disclosures about fair value
measurements. Where applicable, SFAS No. 157 simplifies and codifies related
guidance within GAAP and does not require any new fair value measurements. SFAS
No. 157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal
years. Earlier adoption is encouraged. The Company does not expect the adoption
of SFAS No. 157 to have a significant effect on its financial position or
results of operation.
In June 2006, the Financial Accounting Standards Board issued FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an
interpretation of FASB Statement No. 109", which prescribes a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return.
FIN 48 also provides guidance on de-recognition, classification, interest and
penalties, accounting in interim periods, disclosure and transition. FIN 48 is
effective for fiscal years beginning after December 15, 2006. The Company does
not expect the adoption of FIN 48 to have a material impact on its financial
reporting, and the Company is currently evaluating the impact, if any, the
adoption of FIN 48 will have on its disclosure requirements.
In March 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 156, "Accounting for Servicing of Financial
Assets-an amendment of FASB Statement No. 140." This statement requires an
entity to recognize a servicing asset or servicing liability each time it
undertakes an obligation to service a financial asset by entering into a
servicing contract in any of the following situations: a transfer of the
servicer's financial assets that meets the requirements for sale accounting; a
transfer of the servicer's financial assets to a qualifying special-purpose
entity in a guaranteed mortgage securitization in which the transferor retains
all of the resulting securities and classifies them as either available-for-
sale securities or trading securities; or an acquisition or assumption of an
obligation to service a financial asset that does not relate to financial
assets of the servicer or its consolidated affiliates. The statement also
requires all separately recognized servicing assets and servicing liabilities
F-9
Your Event, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 10. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS (Continued)
to be initially measured at fair value, if practicable, and permits an entity
to choose either the amortization or fair value method for subsequent
measurement of each class of servicing assets and liabilities. The statement
further permits, at its initial adoption, a one-time reclassification of
available for sale securities to trading securities by entities with recognized
servicing rights, without calling into question the treatment of other
available for sale securities under Statement 115, provided that the available
for sale securities are identified in some manner as offsetting the entity's
exposure to changes in fair value of servicing assets or servicing liabilities
that a servicer elects to subsequently measure at fair value and requires
separate presentation of servicing assets and servicing liabilities
subsequently measured at fair value in the statement of financial position and
additional disclosures for all separately recognized servicing assets and
servicing liabilities. This statement is effective for fiscal years beginning
after September 15, 2006, with early adoption permitted as of the beginning of
an entity's fiscal year. Management believes the adoption of this statement
will have no immediate impact on the Company's financial condition or results
of operations.
The adoption of these new Statements is not expected to have a material
effect on the Company's financial position, results or operations, or cash
flows.
F-10
[BACK COVER PAGE OF PROSPECTUS]
YOUR EVENT, INC.
5,800,000 Shares of
Common Stock
PROSPECTUS
DEALER PROSPECTUS DELIVERY OBLIGATION
-------------------------------------
UNTIL JULY 10, 2008, ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE
REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT
TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
SUBSCRIPTION AGREEMENT
----------------------
Your Event
c/o Law Offices of Thomas C. Cook
500 N. Rainbow Blvd., Suite 300
Las Vegas, NV 89107
Attn: Mr. Thomas Cook, Esq., Escrow Agent
Re: Prospectus, dated April 10, 2008
Dear Mr. Cook:
The undersigned investor ("Investor") in this Subscription Agreement
("Agreement") hereby acknowledges receipt of the prospectus ("Prospectus"),
dated April 10, 2008 of YOUR EVENT, a Nevada corporation, and subscribes for
the following number of shares upon the terms and conditions set forth in the
Prospectus. The Investor agrees that this Agreement is subject to availability
and acceptance by YOUR EVENT.
The Investor hereby subscribes for ____________ shares of YOUR EVENT 's common
stock ("Common Stock") at $0.005 per share, for an aggregate purchase price of
$____________. Enclosed is the Investor's check made payable to "Thomas C.
Cook Client Trust Account," with YOUR EVENT written on the reference line of
the check. The check is to be sent care of Thomas C. Cook, Esq. at the above
listed address for the Company.
The Investor hereby acknowledges that Thomas C. Cook Client Trust Account is
acting solely as escrow holder in connection with the offering of Common Stock
and Mr. Thomas C. Cook, Esq. makes no recommendation with respect to this
offering or any person or entity involved in the offering.
Accepted and Agreed:
________________________________________
Signature of Investor
________________________________________
Print Full Name
________________________________________
Street Address
________________________________________
City, State, Zip
________________________________________
Area Code and Telephone Number
________________________________________
Social Security Number
Accepted and Agreed:
YOUR EVENT
By:_____________________________________
Marilyn Montgomery
President