UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2009
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 000-53164
YOUR EVENT, INC.
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(Exact name of registrant as specified in its charter)
Nevada 26-1375322
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7065 W. Ann Road, #130-110, Las Vegas, Nevada 89130
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(Address of principal executive offices)(Zip Code)
Issuer's telephone number, including area code: (877) 871-4552
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of
the Exchange Act (Check one).
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller Reporting Company |X|
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes |X| No |_|
As of January 5, 2010, the registrant's outstanding common stock consisted
of 11,000,000 shares, $0.001 Par Value. Authorized - 70,000,000 common
voting shares.
Table of Contents
Your Event, Inc.
Index to Form 10-Q
For the Quarterly Period Ended November 30, 2009
Part I. Financial Information
Page
Item 1. Financial Statements
Condensed Balance Sheets 3
Condensed Statements of Operations 4
Condensed Statements of Cash Flows 5
Notes to the Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 17
Item 4. Controls and Procedures 17
Part II Other Information
Item 1. Legal Proceedings 20
Item 1A. Risk Factors 20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
Item 3 -- Defaults Upon Senior Securities 20
Item 4 -- Submission of Matters to a Vote of Security Holders 20
Item 5 -- Other Information 20
Item 6. Exhibits 21
Signatures 22
2
Part I. Financial Information
Item 1. Financial Statements
Your Event, Inc.
(A Development Stage Company)
Condensed Balance Sheets
November 30,
2009 August 31,
(Unaudited) 2009
---------- ----------
ASSETS
Current Assets:
Cash $ 5,114 $ 407
---------- ----------
Total current assets 5,114 407
---------- ----------
TOTAL ASSETS $ 5,114 $ 407
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,600 $ 2,550
Accrued expense - 5,000
---------- ----------
Total liabilities 7,600 7,550
---------- ----------
Stockholders' 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, 11,000,000 and 11,000,000
shares issued and outstanding as of
11/30/09 and 8/31/09, respectively 11,000 11,000
Additional paid-in capital 21,700 16,700
(Deficit) accumulated during development stage (35,186) (34,843)
---------- ----------
Total stockholders' equity (2,486) (7,143)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,114 $ 407
========== ==========
The accompanying notes are an integral part of these financial statements.
3
Your Event, Inc.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
For the
period from
For the three For the three October 30, 2007
months ending months ending (Inception) to
November 30, November 30, November 30,
2009 2008 2009
-------------- -------------- ---------------
REVENUE $ - $ - $ -
EXPENSES:
Advertising - - 1,054
Auditing fees - 1,500 17,500
General & Administrative 343 1,947 16,632
-------------- -------------- ---------------
Total expenses 343 3,447 35,186
-------------- -------------- ---------------
Net (loss) before
income taxes (343) (3,447) (35,186)
Income tax expense - - -
-------------- -------------- ---------------
NET (LOSS) $ (343) $ (3,447) $ (35,186)
============== ============== ===============
NET (LOSS) PER SHARE -
BASIC AND FULLY DILUTED $ (0.00) $ (0.00)
============== ==============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
BASIC AND FULLY DILITED 11,000,000 11,000,000
============== ==============
The accompanying notes are an integral part of these financial statements.
4
Your Event, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
For the
period from
For the three For the three October 30, 2007
months ending months ending (Inception) to
November 30, November 30, November 30,
2009 2008 2009
-------------- -------------- ---------------
OPERATING ACTIVITIES:
Net (loss) $ (343) $ (3,447) $ (35,186)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Increase in:
Accounts payable 5,050 (1,250) 7,600
Accrued expense (5,000) - -
-------------- -------------- ---------------
Net cash (used) by
operating activities (293) (4,697) (27,586)
-------------- -------------- ---------------
FINANCING ACTIVITIES:
Sales of common stock - - 15,000
Contributed capital 5,000 - 17,700
-------------- -------------- ---------------
Net cash provided by
financing activities 5,000 - 32,700
-------------- -------------- ---------------
NET CHANGE IN CASH 4,707 (4,697) 5,114
CASH AT BEGINNING OF PERIOD 407 6,889 -
-------------- -------------- ---------------
CASH AT END OF PERIOD $ 5,114 $ 2,192 $ 5,114
============== ============== ===============
SUPPLEMENTAL DISCLOSURES:
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
Non-cash transactions $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
5
Your Event, Inc.
(A Development Stage Company)
Notes to the Condensed Financial Statements
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying condensed financial statements have been prepared by the
Company without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at November 30,
2009, and for all periods presented, have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. It
is suggested that these condensed financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's
August 31, 2009 audited financial statements filed with its annual report.
The results of operations for the period ended November 30, 2009 and 2008 are
not necessarily indicative of the operating results for the full year.
NOTE 2 - GOING CONCERN
These condensed financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. As of November 30, 2009,
the Company has not recognized any revenues and has accumulated operating
losses of approximately $35,186 since inception. The Company's ability to
continue as a going concern is contingent upon the successful completion of
additional financing arrangements and its ability to achieve and maintain
profitable operations. Management plans to raise equity capital to finance
the operating and capital requirements of the Company. Amounts raised will
be used to further development of the Company's products, to provide
financing for marketing and promotion, to secure additional property and
equipment, and for other working capital purposes. While the Company is
putting forth its best efforts to achieve the above plans, there is no
assurance that any such activity will generate funds that will be available
for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments that might arise from this uncertainty.
6
Your Event, Inc.
(A Development Stage Company)
Notes to the Condensed Financial Statements
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Recent Accounting Pronouncements
- --------------------------------
In June 2009, the FASB issued ASC 105-10, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles".
ASC 105-10 will become the source of authoritative U.S. generally accepted
accounting principles (GAAP) recognized by the FASB to be applied by
nongovernmental entities. Rules and interpretive releases of the Securities
and Exchange Commission (SEC) under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants. On the effective date
of this Statement, the Codification will supersede all then-existing non-SEC
accounting and reporting standards. All other non-grandfathered non-SEC
accounting literature not included in the Codification will become non-
authoritative. This statement is effective for financial statements issued
for interim and annual periods ending after September 15, 2009.The Company
does not expect the adoption of ASC 105-10 to have an impact on the Company's
results of operations, financial condition or cash flows.
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company does not lease or rent any property. Office services are
provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons 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.
7
Your Event, Inc.
(A Development Stage Company)
Notes to the Condensed Financial Statements
NOTE 5 - CONCENTRATION OF CREDIT RISK
Cash Balances
- ------------
The Company maintains its cash in various financial institutions in the
United States. Balances maintained in the United States are insured by the
Federal Deposit Insurance Corporation (FDIC). This government corporation
insured balances up to $100,000 through October 13, 2008. As of October 14,
2008 all non-interest bearing transaction deposit accounts at an FDIC-insured
institution, including all business checking deposit accounts that do not
earn interest, are fully insured for the entire amount in the deposit
account. This unlimited insurance coverage is temporary and will remain in
effect for participating institutions until December 31, 2009. All other
deposit accounts at FDIC-insured institutions are insured up to at least
$250,000 per depositor until December 31, 2013.
NOTE 7 - SUBSEQUENT EVENTS
None. The Company has evaluated subsequent events through January 4, 2010,
the date which the financial statements were available to be issued.
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking Information
The Company may from time to time make written or oral "forward-looking
statements" including statements contained in this report and in other
communications by the Company, which are made in good faith by the Company
pursuant to the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995.
These forward-looking statements include statements of the Company's plans,
objectives, expectations, estimates and intentions, which are subject to
change based on various important factors (some of which are beyond the
Company's control). The following factors, in addition to others not listed,
could cause the Company's actual results to differ materially from those
expressed in forward looking statements: the strength of the domestic and
local economies in which the Company conducts operations, the impact of
current uncertainties in global economic conditions and the ongoing financial
crisis affecting the domestic and foreign banking system and financial
markets, including the impact on the Company's suppliers and customers,
changes in client needs and consumer spending habits, the impact of
competition and technological change on the Company, the Company's ability to
manage its growth effectively, including its ability to successfully
integrate any business which it might acquire, and currency fluctuations.
All forward-looking statements in this report are based upon information
available to the Company on the date of this report. The Company undertakes
no obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events, or otherwise, except
as required by law.
Critical Accounting Policies
- ----------------------------
There have been no material changes to our critical accounting policies and
estimates from the information provided in Item 7, "Management's Discussion
and Analysis of Financial Condition and Results of Operations", included in
our Annual Report for the fiscal year ended August 31, 2009.
9
Results of Operations
- ---------------------
Overview of Current Operations
- ------------------------------
Your Event, Inc. was incorporated in the state of Nevada on October 30, 2007.
We have not generated any revenue to date and we are a development stage
company. Your Event, Inc. is focused on becoming an event planning company
primarily serving the Las Vegas, Nevada market. Our goal is to plan corporate
events such as conventions, business conferences, and product launches, as well
as social events such as weddings, reunions, and anniversaries, and develop and
implement a marketing and sales program to sell these event planning services.
Activities to date have been limited primarily to organization, initial
capitalization, establishing an appropriate operating facility in Las Vegas,
Nevada, and commencing our initial operational plans. As of the date of this
annual report, the Company has developed a business plan, established
administrative offices and begun contracting potential clients for our
services.
Our Business
- ------------
We are a small, start-up company that has not generated any revenues and has
no current contracts to plan or produce events. Since our inception on
October 30, 2007 through November 30, 2009, we did not generate any revenues
and have incurred a cumulative net loss of $(35,186).
Based on the small size of our Company, management views that it requires
funding for two separate areas of the company's business. This first includes
paying for the legal and accounting expenses to keep the Company full
reporting; the second includes funding to build the actual business
operations of the Company.
We have not generated any revenues, we expect losses over the next twelve
(12) months since we have no revenues to offset the expenses associated in
executing our business plan. Management has determined that an additional
$200,000 will be needed to build its business operations to its full capacity.
These funds will help finance the renting of additional office space, the
hiring and training of additional employees, and the marketing efforts needed
to fully launch our operations. In the meantime, management plans to
initiate its business operations on a limited basis, by building a customer
base and hosting events where it has the capacity to do so.
10
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.
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, Inc.
believes it is positioned to gain a greater share of the market for event
production services and grow its operations moving forward.
11
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 Inc.'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,
Inc. 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.
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.
Products and Services
- ---------------------
The Company'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.
12
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, Inc.
There is no assurance that the Company will be able to compete successfully
against present or future competitors or that competitive pressures faced by
the Company will not have a material adverse effect on the Company.
Your Event, Inc.'s Funding Requirements
- ---------------------------------------
We do not have sufficient capital to become fully operational. We will
require additional funding to sustain operations. There is no assurance that
we will have revenue in the future or that we will be able to secure the
necessary funding to develop our business. Without additional funding, it is
most likely that our business model will fail, and we shall be forced to
cease operations.
Management anticipates Your Event, Inc. will require at least $200,000 to help
finance the renting of additional office space, the hiring and training of
additional employees, and the marketing efforts needed to fully launch our
operations. Management will continue to seek different funding sources in
order to initiate its business plan. Management has been seeking funding from
a number of sources, but has not secured any funding at this time. Management
has been unable to raise the necessary capital during these weak economic
conditions.
Results of Operations for the quarter ended November 30, 2009
- -------------------------------------------------------------
During the three months ended November 30, 2009, the Company had a net loss
of $(343) versus a net loss of $(3,447) for the same period last year. Since
the Company's inception on October 30, 2007, the Company experienced a net
loss of $(35,186).
13
Revenues
- --------
During the three month period ended November 30, 2009, the Company generated
no revenues and compared to no revenues for the same period last year.
Since inception on October 30, 2007, the Company has generated no revenues.
Plan of Operation
- -----------------
Management does not believe that the Company will be able to generate any
significant profit during the coming year. Management has agreed to keep the
Company funded at its own expense, without seeking reimbursement for expenses
paid. The Company's need for capital may change dramatically if it can
generate additional revenues from its operations. In the event the Company
requires additional funds, the Company will have to seek loans or equity
placements to cover such cash needs. There are no assurances additional
capital will be available to the Company on acceptable terms.
Management is currently exploring various business strategies to help the
Company's business. This includes evaluating various options and strategies.
The analysis of new business opportunities and evaluating new business
strategies will be undertaken by or under the supervision of the Company's
sole Officer. In analyzing prospective businesses opportunities, management
will consider, to the extent applicable, the available technical, financial
and managerial resources of any given business venture. Management will also
consider the nature of present and expected competition; potential advances
in research and development or exploration; the potential for growth and
expansion; the likelihood of sustaining a profit within given time frames;
the perceived public recognition or acceptance of products, services, trade
or service marks; name identification; and other relevant factors.
The Company anticipates that the results of operations of a specific business
venture may not necessarily be indicative of the potential for future earnings,
which may be impacted by a change in marketing strategies, business expansion,
modifying product emphasis, changing or substantially augmenting management,
and other factors. Management will analyze all relevant factors and make a
determination based on a composite of available information, without reliance
on any single factor.
Going Concern
- -------------
Going Concern - The Company experienced operating losses, of $(35,186) since
its inception on October 30, 2007 through the period ended November 30,
2009. The financial statements have been prepared assuming the Company will
continue to operate as a going concern which contemplates the realization of
assets and the settlement of liabilities in the normal course of business.
No adjustment has been made to the recorded amount of assets or the recorded
amount or classification of liabilities which would be required if the
Company were unable to continue its operations. (See Financial Footnote 2.)
14
Summary of any product research and development that we will perform for the
term of our plan of operation
- -----------------------------------------------------------------------------
We do not anticipate performing any additional significant product research
and development under our current plan of operation.
Expected purchase or sale of plant and significant equipment
- ------------------------------------------------------------
We do not anticipate the purchase or sale of any plant or significant
equipment; as such items are not required by us at this time.
Significant changes in the number of employees
- ----------------------------------------------
As of November 30, 2009, we did not have any employees. We are dependent
upon our sole officer and director for our future business development. As
our operations expand we anticipate the need to hire additional employees,
consultants and professionals; however, the exact number is not quantifiable
at this time.
Liquidity and Capital Resources
- -------------------------------
The Company has limited financial resources available, which has had an
adverse impact on the Company's liquidity, activities and operations.
These limitations have adversely affected the Company's ability to obtain
certain projects and pursue additional business. Without realization of
additional capital, it would be unlikely for the Company to continue as a
going concern. In order for the Company to remain a Going Concern it will
need to find additional capital. Additional working capital may be sought
through additional debt or equity private placements, additional notes
payable to banks or related parties (officers, directors or stockholders),
or from other available funding sources at market rates of interest, or a
combination of these. The ability to raise necessary financing will depend
on many factors, including the nature and prospects of any business to be
acquired and the economic and market conditions prevailing at the time
financing is sought. Management has been seeking outside funding for the
Company with little success. The current economic downturn has made it
difficult to find new capital sources for the Company. No assurances can be
given that any new financing can be obtained to future the Company's business
plan. As a result of our the Company's current limited available cash, no
officer or director received compensation through the three months ended
November 30, 2009. No officer or director received stock options or other
non-cash compensation since the Company's inception through November 30,
2009. The Company has no employment agreements in place with its officers.
Nor does the Company owe its officers any accrued compensation, as the
Officers agreed to work for company at no cost, until the company can become
profitable on a consistent Quarter-to-Quarter basis.
15
Off-Balance Sheet Arrangements
- ------------------------------
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results or operations,
liquidity, capital expenditures or capital resources that is material
to investors.
Critical Accounting Policies and Estimates
- ------------------------------------------
Revenue Recognition: We recognize revenue from product sales once all of the
following criteria for revenue recognition have been met: pervasive evidence
that an agreement exists; the services have been rendered; the fee is fixed
and determinable and not subject to refund or adjustment; and collection of
the amount due is reasonable assured.
Recent Accounting Pronouncements
- --------------------------------
In June 2009, the FASB issued ASC 105-10, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles".
ASC 105-10 will become the source of authoritative U.S. generally accepted
accounting principles (GAAP) recognized by the FASB to be applied by
nongovernmental entities. Rules and interpretive releases of the Securities
and Exchange Commission (SEC) under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants. On the effective date
of this Statement, the Codification will supersede all then-existing non-SEC
accounting and reporting standards. All other non-grandfathered non-SEC
accounting literature not included in the Codification will become non-
authoritative. This statement is effective for financial statements issued
for interim and annual periods ending after September 15, 2009.The Company
does not expect the adoption of ASC 105-10 to have an impact on the Company's
results of operations, financial condition or cash flows.
16
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4T. Controls and Procedures
Evaluation of disclosure controls and procedures
- ------------------------------------------------
Management is responsible for establishing and maintaining adequate internal
control over financial reporting and for the assessment of the effectiveness
of those internal controls. As defined by the SEC, internal control over
financial reporting is a process designed by our principal executive
officer/principal financial officer, who is also the sole member of our Board
of Directors, to provide reasonable assurance regarding the reliability of
financial reporting and the reparation of the financial statements in
accordance with U. S. generally accepted accounting principles.
As of the end of the period covered by this report, we initially carried out
an evaluation, under the supervision and with the participation of our
President (who is also our principal financial and accounting officer), of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on this evaluation, our President and chief financial
officer initially concluded that our disclosure controls and procedures were
not effective.
Management's Report On Internal Control Over Financial Reporting
- ----------------------------------------------------------------
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company's principal executive and principal financial
officer and effected by the company's board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures that:
- - Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
company;
17
- - Provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America and that
receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and
- - Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the company's assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate. All internal
control systems, no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and
presentation. Because of the inherent limitations of internal control, there
is a risk that material misstatements may not be prevented or detected on a
timely basis by internal control over financial reporting. However, these
inherent limitations are known features of the financial reporting process.
Therefore, it is possible to design into the process safeguards to reduce,
though not eliminate, this risk.
As of November 30, 2009 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this
report, such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below.
This was due to deficiencies that existed in the design or operation of our
internal controls over financial reporting that adversely affected our
internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: lack of a functioning audit committee due to a
lack of a majority of independent members and a lack of a majority of outside
directors on our board of directors, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and procedures; and
The aforementioned material weakness was identified by our President in
connection with the review of our financial statements as of November 30, 2009.
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Management believes that the lack of a functioning audit committee and the
lack of a majority of outside directors on our board of directors results in
ineffective oversight in the establishment and monitoring of required internal
controls and procedures, which could result in a material misstatement in our
financial statements in future periods.
This annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to temporary rules of
the SEC that permit the Corporation to provide only the management's report in
this annual report.
Management's Remediation Initiatives
- ------------------------------------
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We plan to appoint one or more outside directors to our board of directors who
shall be appointed to an audit committee resulting in a fully functioning
audit committee who will undertake the oversight in the establishment and
monitoring of required internal controls and procedures such as reviewing and
approving estimates and assumptions made by management when funds are
available to us.
Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the
lack of a functioning audit committee and a lack of a majority of outside
directors on our Board.
We anticipate that these initiatives will be at least partially, if not fully,
implemented by August 31, 2010. Additionally, we plan to test our updated
controls and remediate our deficiencies by August 31, 2010.
Changes in internal controls over financial reporting
- -----------------------------------------------------
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
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PART II. OTHER INFORMATION
Item 1 -- Legal Proceedings
From time to time, we may become involved in various lawsuits and legal
proceedings which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in
these or other matters may arise from time to time that may harm our
business.
We are not presently a party to any material litigation, nor to the knowledge
of management is any litigation threatened against us, which may materially
affect us.
Item 1A - Risk Factors
See Risk Factors set forth in Part I, Item 1 of the Company's Annual Report
on Form 10K for the fiscal year ended August 31, 2009 and the discussion in
Item 1, above, under "Liquidity and Capital Resources."
Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds
We have not sold any of our equity securities during the quarter ending
November 30, 2009.
Item 3 -- Defaults Upon Senior Securities
None.
Item 4 -- Submission of Matters to a Vote of Security Holders
None.
Item 5 -- Other Information
None.
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Item 6 -- Exhibits
Incorporated by reference
-------------------------
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
- ------------------------------------------------------------------------------
3.1 Your Event, Inc. Articles SB-2 3.1 1-18-08
of Incorporation currently
in effect
- ------------------------------------------------------------------------------
3.2 Bylaws as currently SB-2 3.2 1-18-08
in effect
- ------------------------------------------------------------------------------
10.1 Lock-up Agreement of Common S-1 10.1 3-04-08
Shares dated January 15, 2008
- ------------------------------------------------------------------------------
31.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
302 of the Sarbanes-Oxley
Act
- ------------------------------------------------------------------------------
32.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
906 of the Sarbanes-Oxley
Act
- ------------------------------------------------------------------------------
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Your Event, Inc.
------------------------
Registrant
By: /s/ Marilyn Montgomery
------------------------------
Name: Marilyn Montgomery
Title: President/CFO/Director
Dated: January 5, 2010
---------------
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