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 February 28, 2010
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 April 9, 2010, 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 February 28, 2010
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 20
Item 4. Controls and Procedures 20
Part II Other Information
Item 1. Legal Proceedings 23
Item 1A. Risk Factors 23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 23
Item 3 -- Defaults Upon Senior Securities 23
Item 4 -- Submission of Matters to a Vote of Security Holders 23
Item 5 -- Other Information 23
Item 6. Exhibits 24
Signatures 25
2
Part I. Financial Information
Item 1. Financial Statements
Your Event, Inc.
(A Development Stage Company)
Condensed Balance Sheets
February 28,
2010 August 31,
(Unaudited) 2009
---------- ----------
ASSETS
Current Assets:
Cash $ 896 $ 407
---------- ----------
Total current assets 896 407
---------- ----------
TOTAL ASSETS $ 896 $ 407
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,500 $ 2,550
Accrued expense - 5,000
---------- ----------
Total liabilities 2,500 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
2/28/10 and 8/31/09, respectively 11,000 11,000
Additional paid-in capital 24,750 16,700
(Deficit) accumulated during development stage (37,354) (34,843)
---------- ----------
Total stockholders' equity (1,604) (7,143)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 896 $ 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 three For the six October 30,
months ended months ended 2007
February 28, February 28, (Inception)
--------------------- --------------------- to
2009 2009 February 28,
2010 (Restated) 2010 (Restated) 2010
---------- ---------- ---------- ---------- ------------
REVENUE $ - $ - $ - $ - $ -
EXPENSES:
Advertising - - - - 1,054
Auditing fees 1,500 2,500 1,500 4,000 19,000
General &
Administrative 643 1,515 1,011 3,462 17,300
---------- ---------- ---------- ---------- ------------
Total expenses 2,143 4,015 2,511 7,462 37,354
---------- ---------- ---------- ---------- ------------
Net (loss) before
income taxes (2,143) (4,015) (2,511) (7,462) (37,354)
Income tax expense - - - - -
---------- ---------- ---------- ---------- ------------
NET (LOSS) $ (2,143) $ (4,015) $ (2,511) $ (7,462) $ (37,354)
========== ========== ========== ========== ============
NET (LOSS) PER
SHARE - BASIC $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING -
BASIC 11,000,000 11,000,000 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
For the six period from
For the six months ending October 30, 2007
months ending February 28, (Inception) to
February 28, 2009 February 28,
2010 (Restated) 2010
-------------- -------------- ---------------
OPERATING ACTIVITIES
Net (loss) $ (2,511) $ (7,462) $ (37,354)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Increase(decrease) in:
Accounts payable (50) (1,200) 2,500
Accrued expense (5,000) - -
-------------- -------------- ---------------
Net cash (used) by
operating activities (7,561) (8,662) (34,854)
-------------- -------------- ---------------
FINANCING ACTIVITIES
Sales of common stock - - 15,000
Contributed capital 8,050 2,500 20,750
-------------- -------------- ---------------
Net cash provided by
financing activities 8,050 - 35,750
-------------- -------------- ---------------
NET CHANGE IN CASH 489 (6,162) 896
CASH AT BEGINNING OF PERIOD 407 6,889 -
-------------- -------------- ---------------
CASH AT END OF PERIOD $ 896 $ 727 $ 896
============== ============== ===============
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
February 28, 2010 and August 31, 2009
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying 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 February 28, 2010 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. The results of operations for
the periods ended February 28, 2010 and 2009 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 February 28, 2010,
the Company has not recognized any revenues and has accumulated operating
losses of approximately $(37,354) 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
February 28, 2010 and August 31, 2009
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.
NOTE 4 - CONCENTRATION OF CREDIT RISK
Cash Balances
- -------------
The Company maintains its cash in 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 was temporary and remained 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.
7
Your Event, Inc.
(A Development Stage Company)
Notes to the Condensed Financial Statements
February 28, 2010 and August 31, 2009
NOTE 5 - RESTATEMENT
Due to an accounting error, the Company has restated its financial
statements as of and for the quarter ended February 28, 2009 to reflect a
correction to an expense of $50 for a transfer agent fee and $2,500 for
auditing fees that were not previously recorded, resulting in an
understatement of expenses for the three month period of $2,550. The
Company's summarized financial statements comparing the restated financial
statements to those originally filed are as follows:
For the three
months ended
February 28, 2009
-----------------
Original Restated Change
-------- -------- --------
STATEMENT OF OPERATIONS
Expenses:
Auditing fees $ - $ 2,500 $ 2,500
General & Administrative 1,465 1,515 50
-------- -------- --------
Total Expenses 1,465 4,015 2,550
-------- -------- --------
Net (Loss) $(1,465) $(4,015) $(2,550)
======== ======== ========
NOTE 6 - SUBSEQUENT EVENTS
None. The Company has evaluated subsequent events through April 7, 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 February 28, 2010, we did not generate any revenues
and have incurred a cumulative net loss of $(37,354).
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 February 28, 2010
- -------------------------------------------------------------
During the three months ended February 28, 2010, the Company had a net loss
of $(2,143) versus a net loss of $(4,015) for the same period last year.
During the six months ended February 28, 2010, the Company had a net loss
of $(2,511) versus a net loss of $(7,462) for the same period last year.
The bulk of the net loss dealt with audit fees to keep the company compliant
with its fully reporting obligations. Since the Company's inception on
October 30, 2007, the Company experienced a net loss of $(37,354).
Due to an accounting error, the Company has restated its financial
statements as of and for the quarter ended February 28, 2009 to reflect a
correction to an expense of $50 for a transfer agent fee and $2,500 for
auditing fees that were not previously recorded, resulting in an
understatement of expenses for the three month period of $2,550.
A comparison of the restated financial statements to those originally
filed is included in Note 5 to the financial statements presented herein.
13
Revenues
- --------
During the three month period ended February 28, 2010, 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 $(37,354) since
its inception on October 30, 2007 through the period ended February 28,
2010. 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 February 28, 2010, 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
15
February 28, 2010. No officer or director received stock options or other
non-cash compensation since the Company's inception through February 28,
2010. 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.
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 January 2010, the FASB issued Accounting Standards Update 2010-02,
Consolidation (Topic 810): Accounting and Reporting for Decreases in
Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but
does not change, the scope of current US GAAP. It clarifies the
decrease in ownership provisions of Subtopic 810-10 and removes the
potential conflict between guidance in that Subtopic and asset
derecognition and gain or loss recognition guidance that may exist in
other US GAAP. An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now
included in Subtopic 810-10). For those entities that have already
adopted FAS 160, the amendments are effective at the beginning of the
first interim or annual reporting period ending on or after December
15, 2009. The amendments should be applied retrospectively to the first
period that an entity adopted FAS 160. The Company does not expect the
provisions of ASU 2010-02 to have a material effect on the financial
position, results of operations or cash flows of the Company.
16
In January 2010, the FASB issued Accounting Standards Update 2010-01,
Equity (Topic 505): Accounting for Distributions to Shareholders with
Components of Stock and Cash (A Consensus of the FASB Emerging Issues
Task Force). This amendment to Topic 505 clarifies the stock portion
of a distribution to shareholders that allows them to elect to receive
cash or stock with a limit on the amount of cash that will be
distributed is not a stock dividend for purposes of applying Topics 505
and 260. Effective for interim and annual periods ending on or after
December 15, 2009, and would be applied on a retrospective basis. The
Company does not expect the provisions of ASU 2010-01 to have a
material effect on the financial position, results of operations or
cash flows of the Company.
In December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by
Enterprises Involved with Variable Interest Entities. This Accounting
Standards Update amends the FASB Accounting Standards Codification for
Statement 167. (See FAS 167 effective date below)
In December 2009, the FASB issued Accounting Standards Update 2009-16,
Transfers and Servicing (Topic 860): Accounting for Transfers of
Financial Assets. This Accounting Standards Update amends the FASB
Accounting Standards Codification for Statement 166. (See FAS 166
effective date below)
In October 2009, the FASB issued Accounting Standards Update 2009-15,
Accounting for Own-Share Lending Arrangements in Contemplation of
Convertible Debt Issuance or Other Financing. This Accounting
Standards Update amends the FASB Accounting Standard Codification for
EITF 09-1. (See EITF 09-1 effective date below)
In October 2009, the FASB issued Accounting Standards Update 2009-14,
Software (Topic 985): Certain Revenue Arrangements That Include
Software Elements. This update changed the accounting model for
revenue arrangements that include both tangible products and software
elements. Effective prospectively for revenue arrangements entered
into or materially modified in fiscal years beginning on or after June
15, 2010. Early adoption is permitted. The Company does not expect
the provisions of ASU 2009-14 to have a material effect on the
financial position, results of operations or cash flows of the Company.
17
In October 2009, the FASB issued Accounting Standards Update 2009-13,
Revenue Recognition (Topic 605): Multiple-Deliverable Revenue
Arrangements. This update addressed the accounting for multiple-
deliverable arrangements to enable vendors to account for products or
services (deliverables) separately rather than a combined unit and will
be separated in more circumstances that under existing US GAAP. This
amendment has eliminated that residual method of allocation. Effective
prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. Early
adoption is permitted. The Company does not expect the provisions of
ASU 2009-13 to have a material effect on the financial position,
results of operations or cash flows of the Company.
In September 2009, the FASB issued Accounting Standards Update 2009-12,
Fair Value Measurements and Disclosures (Topic 820): Investments in
Certain Entities That Calculate Net Asset Value per Share (or Its
Equivalent). This update provides amendments to Topic 820 for the fair
value measurement of investments in certain entities that calculate net
asset value per share (or its equivalent). It is effective for interim
and annual periods ending after December 15, 2009. Early application
is permitted in financial statements for earlier interim and annual
periods that have not been issued. The Company does not expect the
provisions of ASU 2009-12 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In July 2009, the FASB ratified the consensus reached by EITF (Emerging
Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt
Issuance" ("EITF 09-1"). The provisions of EITF 09-1, clarifies the
accounting treatment and disclosure of share-lending arrangements that
are classified as equity in the financial statements of the share
lender. An example of a share-lending arrangement is an agreement
between the Company (share lender) and an investment bank (share
borrower) which allows the investment bank to use the loaned shares to
enter into equity derivative contracts with investors. EITF 09-1 is
effective for fiscal years that beginning on or after December 15, 2009
and requires retrospective application for all arrangements outstanding
as of the beginning of fiscal years beginning on or after December 15,
2009. Share-lending arrangements that have been terminated as a
result of counterparty default prior to December 15, 2009, but for
which the entity has not reached a final settlement as of December 15,
2009 are within the scope. Effective for share-lending arrangements
entered into on or after the beginning of the first reporting period
that begins on or after June 15, 2009. The Company does not expect the
provisions of EITF 09-1 to have a material effect on the financial
position, results of operations or cash flows of the Company.
18
In June 2009, the FASB issued SFAS No. 167 (ASC Topic 810), "Amendments
to FASB Interpretation No. 46(R) ("SFAS 167"). SFAS 167 amends the
consolidation guidance applicable to variable interest entities. The
provisions of SFAS 167 significantly affect the overall consolidation
analysis under FASB Interpretation No. 46(R). SFAS 167 is effective as
of the beginning of the first fiscal year that begins after November
15, 2009. SFAS 167 will be effective for the Company beginning in 2010.
The Company does not expect the provisions of SFAS 167 to have a
material effect on the financial position, results of operations or
cash flows of the Company.
In June 2009, the FASB issued SFAS No. 166, (ASC Topic 860) "Accounting
for Transfers of Financial Assets-an amendment of FASB Statement No.
140" ("SFAS 166"). The provisions of SFAS 166, in part, amend the
derecognition guidance in FASB Statement No. 140, eliminate the
exemption from consolidation for qualifying special-purpose entities
and require additional disclosures. SFAS 166 is effective for financial
asset transfers occurring after the beginning of an entity's first
fiscal year that begins after November 15, 2009. The Company does not
expect the provisions of SFAS 166 to have a material effect on the
financial position, results of operations or cash flows of the Company.
In April 2009, the FASB issued SFAS No. 164, (ASC Topic 810) "Not-for-
Profit Entities: Mergers and Acquisitions - including an amendment of
FASB Statement No. 142" ("SFAS 164"). The provisions of SFAS 164
provide guidance on accounting for a combination of not-for-profit
entities either via merger or acquisition. SFAS 164 is effective for
mergers occurring on or after the beginning of an initial reporting
period beginning on or after December 15, 2009 and acquisitions
occurring on or after the beginning of the first annual reporting
period beginning on or after December 15, 2009. The Company does not
expect the provisions of SFAS 164 to have a material effect on the
financial position, results of operations or cash flows of the Company.
In June 2009, the Securities and Exchange Commission's Office of the
Chief Accountant and Division of Corporation Finance announced the
release of Staff Accounting Bulletin (SAB) No. 112. This staff
accounting bulletin amends or rescinds portions of the interpretive
guidance included in the Staff Accounting Bulletin Series in order to
make the relevant interpretive guidance consistent with current
authoritative accounting and auditing guidance and Securities and
Exchange Commission rules and regulations. Specifically, the staff is
updating the Series in order to bring existing guidance into conformity
with recent pronouncements by the Financial Accounting Standards Board,
namely, Statement of Financial Accounting Standards No. 141 (revised
2007) (ASC Topic 805), Business Combinations, and Statement of
Financial Accounting Standards No. 160 (ASC Topic 810), Non-controlling
Interests in Consolidated Financial Statements. The statements in staff
accounting bulletins are not rules or interpretations of the
19
Commission, nor are they published as bearing the Commission's official
approval. They represent interpretations and practices followed by the
Division of Corporation Finance and the Office of the Chief Accountant
in administering the disclosure requirements of the Federal securities
laws.
In September 2008, the FASB issued exposure drafts that eliminate
qualifying special purpose entities from the guidance of SFAS No. 140
(ASC Topic 860), "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities," and FASB Interpretation
46 (ASC Topic 810) (revised December 2003), "Consolidation of Variable
Interest Entities - an interpretation of ARB No. 51 (ASC Topic 810),"
as well as other modifications. While the proposed revised
pronouncements have not been finalized and the proposals are subject to
further public comment, the Company anticipates the changes will not
have a significant impact on the Company's financial statements. The
changes would be effective March 1, 2010, on a prospective basis.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4T. Controls and Procedures
(a) Evaluation of Internal Controls and Procedures
Management is committed to maintaining disclosure controls and procedures
that are designed to ensure that information required to be disclosed in
its Exchange Act reports is recorded, processed, summarized, and reported
within the time periods specified in the U.S. Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to its management, including its Chief Executive Officer and
Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosure.
As required by Rule 13a-15(b) of the Exchange Act, we must carry out an
evaluation of the effectiveness of our disclosure controls and procedures
as of the end of each fiscal quarter, under the supervision and with the
participation of its management, including its Chief Executive Officer and
the Chief 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.
20
Management, including the chief executive officer and chief financial
officer, does not expect that the Company's disclosure controls and internal
controls will prevent all error and all fraud. Because of its inherent
limitations, a system of internal control over financial reporting can
provide only reasonable, not absolute, assurance that the objectives of the
control system are met and may not prevent or detect misstatements. Further,
over time, control may become inadequate because of changes in conditions or
the degree of compliance with the policies or procedures may deteriorate.
With the participation of the chief executive officer and chief financial
officer, our management evaluated the effectiveness of the Company's
internal control over financial reporting as of February 28, 2010 based
upon the framework in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on the assessment performed using the criteria established by COSO,
management has concluded that the Company maintained ineffective internal
control over financial reporting in the following areas:
1) lack of a functioning audit committee due to a lack of a majority of
independent members and a lack of a majority of outside directors on our
board of directors, resulting in ineffective oversight in the establishment
and monitoring of required internal controls and procedures;
2) inadequate segregation of duties consistent with control objectives; and
3) ineffective controls over period end financial disclosure and reporting
processes.
The aforementioned material weaknesses were identified by our Chief
Executive Officer in connection with the review of our financial statements
as of February 28, 2010.
Management believes that the material weaknesses set forth in items (2),
and (3) above did not have an effect on our financial results. However,
management believes that the lack of a functioning audit committee and the
lack of a majority of outside directors on our board of directors results
in ineffective oversight in the establishment and monitoring of required
internal controls and procedures, which could result in a material
misstatement in our financial statements in future periods.
This amended quarterly report does not include an attestation report of the
Corporation's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation
by the Corporation's registered public accounting firm pursuant to temporary
rules of the SEC that permit the Corporation to provide only the management's
report in this quarterly report.
21
(b) 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 will create a position to segregate duties consistent with control
objectives and will increase our personnel resources and technical accounting
expertise within the accounting function when funds are available to us.
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.
(c) 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.
22
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
February 28, 2010.
Item 3 -- Defaults Upon Senior Securities
None.
Item 4 -- Submission of Matters to a Vote of Security Holders
None.
Item 5 -- Other Information
None.
23
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
- ------------------------------------------------------------------------------
24
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Your Event, Inc.
------------------------
Registrant
By: /s/ Marilyn Montgomery
------------------------------
Name: Marilyn Montgomery
Title: President/CFO/Director
Dated: April 9, 2010
-------------
25