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EX-31.1 - SECTION 302 CERTIFICATION - Your Event, Inc.ex311sec302.htm
EX-32.1 - SECTION 906 CERTIFICATION - Your Event, Inc.ex321sec906.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

For the fiscal year ended August 31, 2011

 

[ ] 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 0-53164

 

Your Event, Inc.

(Exact name of registrant as specified in its charter)

 

NEVADA

(State or other jurisdiction

     

26-1375322

(IRS Employer Identification No.)

of incorporation)        

 

7065 W. Ann Road, #130-110,

Las Vegas, NV 89130

(Address of principal executive offices) (Zip Code)

 

(877) 871-4552

(Registrant’s telephone number, including area code)

 

 

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No

 

Indicate by checkmark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X]

 

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

 

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

[ ] Large accelerated filer [ ] Accelerated filer

[ ] Non-accelerated filer [X] Smaller reporting company

(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in

Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

 

The aggregate market value of the Company's common shares of voting stock held by non-affiliates of the Company at November 28, 2011, computed by the last trade on the Company’s shares at $0.51 on the OTC-BB was $1,428,000.

 

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date:

 

As of November 28, 2011, there were 11,000,000 shares of the issuers Common Stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE:

 

None.

 

 

 

 
 

 

INDEX

 

TITLE                   Page
                     
ITEM 1.  BUSINESS                                                                                                              5
                     
ITEM 2.  PROPERTIES                                                                                                          24
                     
ITEM 3.  LEGAL PROCEEDINGS                                                                                     24
                     
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS          24
                     
ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER        25
                MATTERS                
                     
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF                                    26
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS      
                     
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                        29
                     
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON           30
                ACCOUNTING & FINANCIAL DISCLOSURE          
                     
ITEM 9A. CONTROLS AND PROCEDURES                                                                   30
                     
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE                          34
                 GOVERNANCE                        
                     
ITEM 11. EXECUTIVE COMPENSATION                                                                     39
                     
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,               41
                 MANAGEMENT AND RELATED STOCKHOLDER MATTERS      
                     
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                42
                 AND DIRECTOR INDEPENDENCE            
                     
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES                                     43
                     
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES                                 44

 

 
 

 

FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K contains forward-looking statements. When used in this Quarterly Report on Form 10-K, the words "may," "could," "estimate," "intend," "continue," "believe," "expect" or "anticipate" and similar expressions identify forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in any forward-looking statements are reasonable, these plans, intentions, or expectations may not be achieved. Our actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied, by the forward-looking statements contained in this Annual Report on Form 10-K. Important factors that could cause actual results to differ materially from our forward-looking statements are set forth in this Quarterly Report on Form 10-K. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this Annual Report on Form 10-K. Except as required by federal securities laws, we are under no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

 

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

 

o inability to raise additional financing for working capital;

 

o inability to fulfill and plan an event for an organization;

 

o deterioration in general or regional economic, market and political conditions;

 

o the fact that our accounting policies and methods are fundamental to how we report our

financial condition and results of operations, and they may require management to make

estimates about matters that are inherently uncertain;

 

o adverse state or federal legislation or regulation that increases the costs of compliance, or

adverse findings by a regulator with respect to existing operations;

 

o changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets

in which we operate;

 

o inability to efficiently manage our operations;

 

o inability to achieve future operating results;

 

o our ability to recruit and hire key employees;

 

o the inability of management to effectively implement our strategies and business plans; and

 

o the other risks and uncertainties detailed in this report.

 

In this form 10-K references to "Your Event", "the Company", "we", "us", and "our" refer to Your Event, Inc.

 

AVAILABLE INFORMATION

 

We file annual, quarterly and special reports and other information with the SEC. You can read these SEC filings and reports over the Internet at the SEC's website at www.sec.gov. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities. We will provide a copy of our annual report to security holders, including audited financial statements, at no charge upon receipt to of a written request to us at Your Event, Inc., 7065 W. Ann Road, #130-110, Las Vegas, Nevada 89130.

 

 

 
 

 

PART I

 

ITEM 1. BUSINESS

 

History and Organization

 

Your Event, Inc. was incorporated in the state of Nevada on October 30, 2007. We have not generated any revenues 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.

 

 

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 August 31, 2010, we did not generate any revenues and have incurred a cumulative net loss of $(136,236).

 

Based on the small size of our Company, management views that it requires funding for two separate areas of the companies business. This first includes paying for the legal and accounting expenses to keep the Company full reporting; the second includes funding to build the actual business operations, of the Company.

 

We have not generated any revenues, we expect losses over the next twelve (12) months since we have no revenues to offset the expenses associated in executing our business plan. Management has determined that an additional $200,000 will be needed to build its business operations to its full capacity. These funds will help finance the renting of additional office space, the hiring and training of additional employees, and the marketing efforts needed to fully launch our operations. Management has been unable to raise the $200,000 it needs to further its business plan.

 

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.

 

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 2005/2006, 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.

 

 

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.

 

General Management Services

 

Your Event plans to offer general management services that will 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.

 

Today, corporations are searching for new ways to motivate, excite and impart a message to their audience. Your Event plans to help these corporations accomplish these goals by designing a creative platform from which to communicate. For instance, most companies do not realize they can afford to do a concert event with headline talent because it has never been presented to them as a marketing tool. Most of Your Event's programs are more in line with the standard format of events (i.e., meetings and business theater).

 

Your Event recognizes that each event planning client's needs will be unique to that client. Therefore, the services provided to each Your Event client will be narrowly tailored to that client's needs and desires. We are currently surveying the events taking place in the Las Vegas market, so that we will have the necessary contacts and knowledge to narrowly tailor each event to enhance the customer's experience. For example, in the wedding arena, we have identified wedding chapels and reception halls/areas that could be used for clients, depending on individual tastes and budgets. We can meet budgets from $1,000 and up for wedding planning. For larger budgets, we have identified private chapels at some of the largest hotels on the Las Vegas Strip, which could run into the tens of thousands of dollars.

 

 

 

 

 
 

 

Products and Services

 

Your Event's event planning services will be tailored to fit the needs of each individual client. The specific services offered by Your Event, Inc. will include the following:

 

1. Creating an event design. Your Event, Inc. will work with the client to design themes and

decor for their event.

2. Finding and securing sites for events.

3. Arranging for food, decor and entertainment for the event.

4. Planning transportation to and from the event.

5. Arranging any necessary hotel accommodations for attendees.

6. Coordinating activities of event personnel.

7. On-site event supervision.

 

 

Competition

 

Many of the Company's competitors include other event planning agencies, caterers, and catering and event departments at the various Las Vegas hotel-casinos. Many business and social groups may use these competitors before they would consider utilizing the services of Your Event, Inc. These competing individuals and entities are significantly larger and have substantially greater financial, industry recognition and other resources than Your Event.

 

There is no assurance that the Company will be able to compete successfully against present or future competitors or that competitive pressures faced by the Company will not have a material adverse effect on the Company.

 

 

Your Event, Inc.'s Funding Requirements

 

Your Event does not have the required capital or funding to become fully operational. Management anticipates Your Event will require at least $200,000 sustain its operations, which includes renting of additional office space, the hiring and training of additional employees, and the marketing efforts needed to fully launch our operations. The Company has been seeking funding from a number of sources, but has yet to secure any funding, especially during this current economic downturn. Management continues to seek different funding sources in order to initiate its business plan. The downturn in the economy has limited our sources of financing. Management continues to seek financing with no success. If the Company is unable to obtain capital to finance its plan of operations or identify alternative capital, it may need to curtail, limit or cease our existing operations.

 

Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Company's business, results of operations and financial condition. Any future acquisitions of other businesses, technologies, services or product(s) might require the Company to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, or at all, and such financing, if available, might be dilutive.

 

 

Patent, Trademark, License and Franchise Restrictions and Contractual Obligations and Concessions

 

We have no current plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, royalty agreements or labor contracts. We will assess the need for any copyright, trademark or patent applications on an ongoing basis.

 

 

Research and Development Activities and Costs

 

Your Event, Inc. did not incur any research and development costs for the years ended August 31, 2011 and 2010, and has no plans to undertake any research and development activities during the next year of operations.

 

 

Compliance With Environmental Laws

 

We are not aware of any environmental laws that have been enacted, nor are we aware of any such laws being contemplated for the future, that impact issues specific to our business. In our industry, environmental laws are anticipated to apply directly to the owners and operators of companies. They do not apply to companies or individuals providing consulting services, unless they have been engaged to consult on environmental matters. We are not planning to provide environmental consulting services.

 

 

Employees

 

We have no full time employees at this time. All functions including development, strategy, negotiations and clerical work is being provided by our sole officer on a voluntary basis, without compensation.

 

 

 

 

 

 

 

 

 

 

 

Item 1A. Risk Factors.

 

 

Risk Factors Relating to Our Company

 

1. SINCE WE ARE A DEVELOPMENT STAGE COMPANY, WE HAVE GENERATED NO REVENUES AND LACK AN OPERATING HISTORY, AN INVESTMENT IN THE SHARES OFFERED HEREIN IS HIGHLY RISKY AND COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLAN.

 

Our company was incorporated on October 30, 2007; we have not yet acquired the necessary funding to further our business operations; and we have not yet realized any revenues. We have little 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.

 

2. IF OUR BUSINESS PLAN IS NOT SUCCESSFUL, WE MAY NOT BE ABLE TO CONTINUE OPERATIONS AS A GOING CONCERN AND OUR STOCKHOLDERS MAY LOSE THEIR ENTIRE INVESTMENT IN US.

 

As discussed in the Notes to Financial Statements included in this Annual report, as at August 31, 2011 we had cash of $2,309, current assets of $3,014, current liabilities of $3,500 and stockholders' equity of $(486). In addition, we had a net loss of approximately $(136,236) for the period October 30, 2007 (inception) to August 31, 2011.

 

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 August 31, 2011. 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 expect losses over the next twelve (12) months since we have no revenues to offset the expenses associated in executing our business plan. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations as a going concern. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

 

 

4. SINCE OUR OFFICER WORKS OR CONSULTS FOR OTHER COMPANIES, HER OTHER

ACTIVITIES COULD SLOW DOWN OUR OPERATIONS.

 

Marilyn Montgomery, our sole officer, does not work for us exclusively and does not devote all of her time to our operations. Therefore, it is possible that a conflict of interest with regard to her time may arise based on her employment in other activities. Her other activities will prevent her from devoting full-time to our operations which could slow our operations and may reduce our financial results because of the slow down in operations.

 

Marilyn Montgomery, the President and Director of the company, currently devotes approximately 5-10 hours per week to company matters. The responsibility of developing the company's business, 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 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 TWO PRINCIPAL STOCKHOLDERS 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 two principal stockholders beneficially own approximately or has the right to vote approximately 74.5% of our outstanding common stock. As a result, this stockholder will have the ability to control substantially all matters submitted to our stockholders for approval including:

 

a) election of our board of directors;

 

b) removal of any of our directors;

 

c) amendment of our Articles of Incorporation or bylaws; and

 

d) adoption of measures that could delay or prevent a change in control or impede a merger,

takeover or other business combination involving us.

 

As a result of her ownership and positions, this individual has the ability to influence all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. In addition, the future prospect of sales of significant amounts of shares held by our director and executive officer could affect the market price of our common stock if the marketplace does not orderly adjust to the increase in shares in the market and the value of your investment in the company may decrease. Management's stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

 

10. CHANGES IN CONSUMER PREFERENCES COULD REDUCE DEMAND FOR OUR SERVICES.

 

Any change in the preferences of our potential corporate customers that we fail to anticipate could reduce the demand for the event planning services we intend to provide. Decisions about our focus and the specific services we plan to offer are often made in advance of customers contracting us. Failure to anticipate and respond to changes in consumer preferences and demands could lead to, among other things, customer dissatisfaction, failure to attract demand for our services and lower profit margins.

 

11. YOUR EVENT, INC.'S BUSINESS MAY SUFFER IF THIRD PARTIES FAIL TO PROVIDE PRODUCTS AND SERVICES MEETING YOUR EVENT, INC.'S CUSTOMERS' EXPECTATIONS.

 

Our business model will rely in part on referrals to, and operating in concert with, various third parties, such as travel agents, convention centers, etc. If such third parties, who at the present time are unidentified, fail to meet our expectations or those of our clients, our reputation and results of operation will be negatively impacted.

 

 

12. CONFLICTS OF INTEREST FACED BY THE TOP MANAGEMENT OF YOUR EVENT, INC. MAY JEOPARDIZE THE BUSINESS CONTINUITY OF YOUR EVENT, INC.

 

The operations of Your Event depend substantially on the skills and experience of Marilyn Montgomery. Without employment contracts, Your Event may lose Ms. Montgomery to other pursuits without a sufficient warning and, consequently, go out of business. Ms. Montgomery may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, this individual may face a conflict in selecting between Your Event and her other business interests. Your Event has not formulated a policy for the resolution of such conflicts.

 

13. WE DEPEND ON OUR RELATIONSHIPS WITH TRAVEL SUPPLIERS AND VENDORS AND ANY ADVERSE CHANGES IN THESE RELATIONSHIPS COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

An important component of our business success depends on the ability to maintain its existing, as well as build new, relationships with travel suppliers and vendors. Adverse changes in existing relationships, or our inability to enter into new arrangements with these parties on favorable terms, if at all, could reduce the amount, quality and breadth of attractively priced travel products and services that we are able to offer, which could adversely affect the business, financial condition and results of operations.

 

14. OUR PROPOSED EXPANSION WILL PLACE A SIGNIFICANT STRAIN ON OUR MANAGEMENT, TECHNICAL, OPERATIONAL AND FINANCIAL RESOURCES.

 

Through both internal growth and acquisitions, we hope to rapidly and significantly expand our operations and anticipate expanding further to pursue growth of our product and service offerings and customer base. Such expansion increases the complexity of our business and places a significant strain on our management, operations, technical performance, financial resources, and internal financial control and reporting functions.

 

There can be no assurance that we will be able to manage its expansion effectively. Our current and planned personnel, systems, procedures and controls may not be adequate to support and effectively manage our future operations, especially as we employ personnel in multiple geographic locations. We may not be able to hire, train, retain, motivate and manage required personnel, which may limit our growth. If any of this were to occur, it could damage our reputation, limit our growth, negatively affect our operating results, and hurt our business.

 

 

 
 

 

 

15. IN THE FUTURE, WE WILL INCUR INCREMENTAL COSTS AS A RESULT OF OPERATING AS A PUBLIC COMPANY, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL TIME TO NEW COMPLIANCE INITIATIVES.

 

Because we are a fully reporting company with the SEC, we will incur additional legal, accounting and other expenses. Moreover, the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), as well as new rules subsequently implemented by the SEC, have imposed various new requirements on public companies, including requiring changes in corporate governance practices. Our management will need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. We expect to incur approximately

$10,000 of incremental operating expenses in fiscal year 2011-2012.

 

 

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.

 

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. BECAUSE WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK, OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS THEY SELL THEM.

 

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired.

 

19. WE MAY ISSUE SHARES OF PREFERRED STOCK IN THE FUTURE THAT MAY ADVERSELY IMPACT YOUR RIGHTS AS HOLDERS OF OUR COMMON STOCK.

 

Our articles of incorporation authorize us to issue up to 5,000,000 shares of "blank check" preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of common stock.

 

 

 
 

 

20. WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND

COMPLIANCE, WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

 

We are currently listed on the OTC-Bulletin Board. Securities quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance, it may be difficult for any our shareholders to find a buyer for their stock in our

company.

 

 

21. Although our stock is listed on the OTC-BB, a trading market has not developED, purchasers of our securities may have difficulty selling their shares.

 

There is currently no active trading market in our securities and there are no assurances that a market may develop or, if developed, may not be sustained. If no market is ever developed for our common stock, it will be difficult for you to sell any shares in our Company. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all.

 

 

Item 1B. Unresolved Staff Comments.

 

Not applicable.

 

Item 2. Properties.

 

Our corporate headquarters are located at 7065 W. Ann Road, #130-110, Las Vegas, Nevada 89130. There is no charge to us for the space. Our officer will not seek reimbursement for past office expenses. We believe our current office space is adequate for our immediate needs; however, as our operations expand, we may need to locate and secure additional office space.

 

 

 

 
 

Item 3. Legal Proceedings.

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

 

We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

 

 

Item 4. Submission of Matters to a Vote of Security Holders.

 

We did not submit any matters to a vote of our security holders during the past fiscal year.

 

 

 

 

 

 
 

 

 

PART II

 

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

(a) Market Information

 

Your Event, Inc. Common Stock, $0.001 par value, is traded on the OTC-Bulletin Board under the symbol: YEVN. The stock was cleared for quotation on the OTC-Bulletin Board on December 5, 2008.

 

Since the Company has been cleared for quotation, there have been a limited number of trades of the Company's stock. There are no assurances that a market will ever develop for the Company's stock.

 

(b) Holders of Common Stock

 

As of November 28, 2011, there were approximately twenty-five holders of record of our Common Stock and 11,000,000 shares issued and outstanding.

 

(c) Dividends

 

In the future we intend to follow a policy of retaining earnings, if any, to finance the growth of the business and do not anticipate paying any cash dividends in the foreseeable future. The declaration and payment of future dividends on the Common Stock will be the sole discretion of board of directors and will depend on our profitability and financial condition, capital requirements, statutory and contractual restrictions, future prospects and other factors deemed relevant.

 

 

(d) Securities Authorized for Issuance under Equity Compensation Plans

 

There are no outstanding grants or rights or any equity compensation plan in place.

 

 

Recent Sales of Unregistered Securities

 

On October 30, 2007 (inception), we issued 10,000,000, par value $0.001 common shares of stock for a $10,000 cash payment to our original founders, this number includes 8,200,000 common shares for Marilyn Montgomery, our President. These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the "Act") and were issued as founder's shares. These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a "public offering" as defined in Section 4(2) due to the only one (1) person involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Ms. Montgomery had the necessary investment intent as required by Section 4(2) since she agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a "public offering." Of the original 10,000,000 common shares sold, a total of 2,800,000 common shares owned by four founders were subsequently registered with the U.S. Securities and Exchange Commission on Form SB-2 originally filed on January 25, 2008.

 

In February, 2008, the Company, was issued a permit to sell securities to the public in the State of Nevada, pursuant to Nevada Revised Statutes Chapter 90.480. This was a Registration by coordination with the Nevada Secretary of State.

 

On June 30, 2008, the Company sold 1,000,000 common shares at par value of $0.001 per share for $5,000 cash pursuant its Prospectus (424B3) statement filed with the SEC on April 11, 2008.

 

As of November 28, 2011, the Company has a total 11,000,000 common shares issued and outstanding to approximately thirty-four (34) shareholders.

 

 

Issuer Purchases of Equity Securities

 

We did not repurchase any of our equity securities during the years ended August 31, 2011 or 2010.

 

Item 6. Selected Financial Data.

 

Not applicable.

 

 

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

Overview of Current Operations

 

Your Event, Inc. is focused on becoming an event planning company primarily serving the Las Vegas, Nevada market. The Company's goal is to plan corporate events such as conventions, business conferences, and product launches, as well as social events such as weddings, reunions, and anniversaries, and develop and implement a marketing and sales program to sell these event

planning services.

 

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.

 

On February 4, 2011, the Company underwent a change of control of majority ownership. The new majority owners and management are 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 the new majority owner and/or the Company's management. In analyzing prospective businesses opportunities, the Company will consider, to the extent applicable, the available technical, financial and managerial resources of any given business venture. Part of the evaluation will also consider the nature of present and expected competition; 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.

 

Results of Operations for the year ended August 31, 2011

 

Since our inception on October 30, 2007 through August 31, 2011, we generated no revenues. We do not anticipate earning any significant revenues until such time as we can raise $200,000 to establish the infrastructure to initiate our business.

 

For the fiscal year ending August 31, 2011, we experienced a net loss of $(80,944) as compared to a net loss of $(17,828) for the same period last year. The net loss for the year ending August 31, 2011 was contributed to audit fees of $9,520 as compared to $9,790 for the same period last year; general and administrative expense of $71,424 as compared to $5,704 for the same period last year. Most of the actual general and administrative expenses, since our inception, represented legal and accounting fees. Our cash at hand as of August 31, 2011 was $2,309, as compared to $80,677 at August 31, 2010. In our August 31, 2011 year-end financials, our auditor issued an opinion that our financial condition raises substantial doubt about the Company's ability to continue as a going concern.

 

 

Revenues

 

Since our inception on October 30, 2007 through August 31, 2011, we generated no revenues. We do not anticipate earning any significant revenues until such time as we can establish our event planning offices. We are presently in the development stage of our business and we can provide no

assurance that we will be successful in opening any event planning offices, until such time as we raise additional capital.

 

 

Going Concern

 

The financial conditions evidenced by the accompanying financial statements raise substantial doubt as to our ability to continue as a going concern. Our plans include obtaining additional capital through debt or equity financing. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

 

 

Summary of any product research and development that we will perform for the term of our plan of operation.

 

We do not anticipate performing any product research and development under our current plan of operation.

 

 

Expected purchase or sale of property and significant equipment

 

We do not anticipate the purchase or sale of any property or significant equipment; as such items are not required by us at this time.

 

Significant changes in the number of employees

 

As of August 31, 2011, 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

 

Our balance sheet as of August 31, 2011 reflects total assets of $2,968 and $8,500 in total liabilities, as compared to total assets of $82,202 and $6,790 in total liabilities as of August 31, 2010. Cash and cash equivalents from inception to date have been sufficient to provide the operating capital necessary to operate to date. Notwithstanding, we anticipate generating losses and therefore we may be unable to continue operations in the future. We will require additional capital up to approximately $200,000 and we plan to issue debt or equity or enter into a strategic arrangement with a third party. We have been trying to raise capital through a private offering with no success during this economic downturn. 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.

 

Our sole officer/director has agreed to donate funds to the operations of the Company, in order to keep it fully reporting for the next twelve (12) months, without seeking reimbursement for funds donated.

 

As a result of the Company's current limited available cash, no officer or director received cash compensation during the year ended August 31, 2011. The Company has no employment agreements in place with its officer.

 

 

Future Financings

 

We anticipate the sale of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any of additional sales of our equity securities or arrange for debt or other financing to fund our exploration and development activities.

 

The Company has been seeking funding from a number of sources, but has not secured any funding at this time. Management has been seeking funding, but has been unable to raise the necessary capital during these weak economic conditions.

 

 

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: 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.

 

Recent Pronouncements

 

The Company's management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

 

Not applicable.

 

 

Item 8. Financial Statements and Supplementary Data.

 

Index to Financial Statements

 

       
  Financial Statements    
       
      Page
       
Independent Auditors' Report                                                                               F-1
Balance Sheet                                                                                                      F-2
Statements of Operations                                                                                    F-3
Statements of Changes in Stockholders' Equity                                                  F-4
Statements of Cash Flows                                                                                   F-5
Notes to Financials                                                                                               F-6
       
       

 

 
 

SEALE AND BEERS, CPAs

PCAOB & CPAB REGISTERED AUDITORS

www.sealebeers.com

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of

Your Event, Inc.

(A Development Stage Company)

 

We have audited the accompanying balance sheets of Your Event, Inc. (A Development Stage Company) as of August 31, 2011 and 2010, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended August 31, 2011 and 2010, and from inception on October 30, 2007 through August 31, 2011. Your Event, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 August 31, 2011 and 2010, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended August 31, 2011 and 2010, and from inception on October 30, 2007 through August 31, 2011, 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 no revenues, has negative working capital at August 31, 2011, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Seale and Beers, CPAs

 

Seale and Beers, CPAs

Las Vegas, Nevada

November 28, 2011

 

50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351

 

F-1

 
 

Your Event, Inc.

(A Development Stage Company)

Balance Sheets

 

 

        August 31, 2011   August 31, 2010
    ASSETS        
Current assets:        
  Cash   $                    2,309   $                  80,677
  Prepaid expense   659   1,525
    Total current assets   2,968   82,202
             
TOTAL ASSETS   2,968   82,202
             
    LIABILITIES AND STOCKHOLDERS' EQUITY        
Current liabilities:        
  Accounts payable   3,500   2,040
  Accrued expense   5,000   4,750
    Total current liabilities   8,500   6,790
             
Stockholders' equity:        
  Preferred stock, $0.001 par value, 5,000,000 shares -   -
    authorized, none issued        
  Common stock, $0.001 par value, 70,000,000 shares 11,000   11,000
    authorized, 11,000,000 and 11,000,000 issued and      
    outstanding as of 8/31/2011 and 8/31/2010,        
    respectively        
  Additional paid-in capital   124,750   124,750
  Deficit accumulated during development stage   (141,282)   (60,338)
    Total stockholders' equity   (5,532)   75,412
TOTAL LIABILITIES AND STOCKHOLDERS'        
  EQUITY   $                    2,968   $                  82,202

 

 

 

The accompanying notes are an integral part of these financial statements.

 

F-2

 
 

Your Event, Inc.

(A Development Stage Company)

Statements of Operations

 

 

      For the year ended August 31, 2011   For the year ended August 31, 2010   October 30, 2007 (inception) to August 31, 2011
Revenue $                    -   $                    -   $                             -
               
Expenses:          
  Advertising -   -   1,054
  Auditing fees 9,520   9,790   36,810
  General & Administrative 71,424   5,704   93,418
  General & Administrative - -   2,334   10,000
    related party          
    Total expenses 80,944   17,828   141,282
               
Net loss before income taxes (80,944)   (17,828)   (141,282)
               
Income tax expense -   -   -
Net (Loss) (80,944)   (17,828)   (141,282)
               
Net loss per share $            (0.01)   $               0.00    

 

Weighted average number of

     
  common shares outstanding- basic 11,000,000   11,000,000    
                   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

F-3

 
 

Your Event, Inc.

(A Development Stage Company)

Statements of Stockholders’ Equity (Deficit)

 

                        Deficit    
                        Accumulated    
                        During   Total
    Preferred Stock   Common Stock   Additional Paid-In   Development   Stockholders'
    Shares   Amount   Shares   Amount   Capital   Stage   Equity
Inception, October 30, 2007   -   -   -   -   -   -   -
                             
October 30, 2007, Founders initial investment, $0.001 per share   -   -   10,000,000   10,000   -   -   10,000
                             
December 3, 2007, Contributed capital   -   -   -   -   200   -   200
                             
June 30, 2008, Shares issued for cash at $0.005 per share   -   -   1,000,000   1,000   4,000   -   5,000
                             
Net (loss)   -   -   -   -   -   (13,227)   (13,227)
                             
Balance, August 31, 2008 (Restated)   -   -   11,000,000   11,000   4,200   (13,227)   1,973
                             
February 27, 2009, Contributed capital   -   -   -   -   2,500   -   2,500
                             
August 1, 2009, Contributed capital   -   -   -   -   10,000   -   10,000
                             
Net (loss)   -   -   -   -   -   (29,283)   (29,283)
                             
Balance, August 31, 2009 (Restated)   -   -   11,000,000   11,000   16,700   (42,510)   (14,810)
                             
November 24, 2009, Contributed capital   -   -   -   -   5,000   -   5,000
                             
December 9, 2009, Contributed capital   -   -   -   -   550   -   550
                             
January 11, 2010, Contributed capital   -   -   -   -   2,500   -   2,500
                             
April 2, 2010, Contributed capital   -   -   -   -   100,000   -   100,000
                             
Net (loss)   -   -   -   -   -   (17,828)   (17,828)
                             
Balance, August 31, 2010   -   -   11,000,000   11,000   124,750   (60,338)   75,412
                             
Net (loss)   -   -   -   -   -   (80,944)   (80,944)
                             
Balance, August 31, 2011   -   -   11,000,000   11,000   124,750   (141,282)   (5,532)

 

The accompanying notes are an integral part of these financial statements.

 

F-4

 
 

Your Event, Inc.

(A Development Stage Company)

Statements of Cash Flows

 

 

      For the year ended August 31, 2011   For the year ended August 31, 2010   October 30, 2007 (inception) to August 31, 2011
OPERATING ACTIVITIES          
Net loss (80,944)   (17,828)   (141,282)
Adjustment to reconcile net loss to net cash          
  used by operating activities:          
  (Increase) in prepaid expense 866   (1,525)   (659)
  (Decrease) increase in accounts 1,460   (510)   3,500
    payable          
  Increase in accrued expense 250   (7,917)   5,000
Net cash used by operating activities (78,368)   (27,780)   (133,441)
               
FINANCING ACTIVITIES          
Sale of common stock -   -   15,000
Contribution to capital -   108,050   120,750
Net cash provided by financing activities -   108,050   135,750
               
NET INCREASE IN CASH (78,368)   80,270   2,309
CASH - BEGINNING OF THE PERIOD 80,677   407   -
CASH - END OF THE PERIOD 2,309   80,677   2,309
               
SUPPLEMENTAL DISCLOSURES:          
Interest paid -   -   -
Income taxes paid -   -   -
Non-cash transactions -   -   -

 

 

The accompanying notes are an integral part of these financial statements.

 

F-5

 
 

Your Event, Inc.

(A Development Stage Company)

Notes to Financial Statements

 

 

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

 

Your Event, Inc. (the "Company") was incorporated under the laws of the state of Nevada on October 30, 2007. The Company was organized to conduct any lawful business. 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.

 

The Company is a development stage entity in accordance with FASB ASC 915, "Accounting and Reporting by Development Stage Entities".

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

 

Basis of Accounting

The financial statements present the balance sheet, statements of operations, stockholders' equity (deficit) and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

 

Revenue and Cost Recognition

The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

 

Property

The Company does not own or rent any property. The office space is provided by a director of the Company at no charge.

 

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.

 

 

F-6

 
 

Your Event, Inc.

(A Development Stage Company)

Notes to Financial Statements

 

 

Calculation of net income (loss) per share is as follows:

 

  Year ended August 31,
  2011   2010
Net income (loss) (numerator (80,944)   (17,828)
Weighted average common shares 11,000,000   11,000,000
Basic gain (loss) per share (0.01)   -

 

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 has selected August 31 as its year-end.

 

Advertising

Advertising is expensed when incurred. During the year ended August 31, 2011 there were no expenses in advertising, as compared to no expenses in advertising during the year ended August 31, 2010.

 

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.

 

 

 

F-7

 
 

Your Event, Inc.

(A Development Stage Company)

Notes to Financial Statements

 

 

NOTE 3. GOING CONCERN

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred net losses of $(141,282) for the period from October 30, 2007 (inception) to August 31, 2011. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its new business opportunities.

 

Management has plans to seek additional capital through private placements and public offerings of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

 

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.

 

 

NOTE 4. STOCKHOLDERS' EQUITY

 

The Company is authorized to issue up to 5,000,000 shares of $0.001 par value preferred stock and up to 70,000,000 shares of $0.001 par value common stock.

 

Preferred Stock

There are no issued shares of preferred stock as of August 31, 2011 and 2010, respectively.

 

Common Stock

On October 30, 2007 (inception), the Company issued 10,000,000 shares of its $0.001 par value common stock to its founders for $10,000.

 

The Company filed a registration statement with the U. S. Securities and Exchange Commission. The registration was deemed effective on April 10, 2008. The Company coordinated the registration with the Securities Division of the State of Nevada. When the offering was closed on June 30, 2008, 1,000,000 shares of the Company's 0.001 par value common stock were sold to twenty-nine (29) investors at a price of $0.005 per share pursuant to a self-underwritten offering in conjunction with the registered offering for an aggregate of $5,000.00.

 

 

F-8

 
 

Your Event, Inc.

(A Development Stage Company)

Notes to Financial Statements

 

 

NOTE 4. STOCKHOLDERS' EQUITY (Continued)

 

There were no other issuances of common or preferred stock or equivalents since October 30, 2007 (inception) through August 31, 2010. As of August 31, 2011, the Company had 11,000,000 common shares issued and outstanding, as compared to 11,000,000 common shares issued and outstanding as of August 31, 2010. The Company has not issued any options or warrants or similar securities since inception.

 

 

NOTE 5. CONTRIBUTED CAPITAL

 

On December 3, 2007, a director of the Company contributed capital of $200 to provide working capital to the Company.

 

On February 27, 2009, a director of the Company contributed capital of $2,500 to provide working capital to the Company for audit fees.

 

On November 24, 2009, a director of the Company contributed capital of $5,000 to provide working capital to the Company for audit fees.

 

On December 9, 2009, a director of the Company contributed capital of $550 to provide working capital to the Company for transfer fees.

 

On January 11, 2010, a director of the Company contributed capital of $2,500 to provide working capital to the Company for audit fees.

 

On April 2, 2010, a director of the Company contributed capital of $100,000 to provide working capital.

 

The director believed it was in the best interest of the Company's shareholders to contribute the above capital in order to provide the company with the necessary working capital to pay for its accounting and transfer agent fees for the near future until such time, if any, that the company can generate sufficient revenues to cover expenses.

 

During the fiscal year ending August 31, 2009, the Company's corporate counsel agreed to prepare, write, EDGARize and provide legal opinion for the Company's interim reports and Form 10-K filing, which the law firm valued at $10,000.

 

F-9

 

 
 

Your Event, Inc.

(A Development Stage Company)

Notes to Financial Statements

 

 

NOTE 5. CONTRIBUTED CAPITAL (Continued)

 

The law firm decided to contribute this capital based on its recommendation that the Company engage the services of an auditor, who had his licensed revoked and was not able to complete the Company's audit for the past fiscal year. Based on this decision, the Company needed to engage a new auditor. The Company's corporate counsel believes this action will help build goodwill for its law firm.

 

 

NOTE 6. RELATED PARTY TRANSACTIONS

 

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 officer and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such 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.

 

For the period from inception through the quarter ended May 31, 2010, the Company received bookkeeping services from a shareholder, who is also the daughter of the President of the Company. This related party was paid a fee of $10,000 on April 13, 2010 for her bookkeeping services to the Company for the period from inception through March 31, 2010. The funds which paid for these booking services were contributed by Marilyn Montgomery, the Company’s President. The related party is no longer performing any services for the Company, nor is she owed any money as of August 31, 2011.

 

 

NOTE 7. PROVISION FOR INCOME TAXES

 

The Company accounts for income taxes under ASC 740, "Accounting for Income Taxes", which requires use of the liability method. ASC 740 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.

 

F-10

 
 

Your Event, Inc.

(A Development Stage Company)

Notes to Financial Statements

 

NOTE 7. PROVISION FOR INCOME TAXES (Continued)

 

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows:

 

U.S federal statutory rate (35.0%)

Valuation reserve 35.0%

Total -%

 

Income tax benefits as of August 31, 2011 and August 31, 2010, are calculated

as follows:

 

  Year ended August 31,
  2011   2010
Book loss (80,944)   (17,828)
Less: book depreciation -   -
Add: tax depreciation -   -
Net loss (80,944)   (17,828)
Effective tax rate 35%   35%
Tax benefit 28,330   6,240
Valuation allowance (28,330)   (6,240)
  -   -

 

During the year ended August 31, 2011, the Company recorded a valuation allowance of $(28,330), as compared to $(6,240) for the previous year, on the deferred tax assets to reduce the total to an amount that management believes will ultimately be realized. Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. There was no other activity in the valuation allowance account during the year ended August 31, 2011. The tax allowance for the year ended August 31, 2011 will expire in 2031 and for the year ended August 31, 2010 will expire in 2030.

 

 

NOTE 8. CASH AND CASH EQUIVALENTS

 

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

 

F-11

 
 

Your Event, Inc.

(A Development Stage Company)

Notes to Financial Statements

 

NOTE 9. RECENT ACCOUNTING PRONOUNCEMENTS

 

The Company has evaluated all recent accounting pronouncements and believes that none of them will have a material effect on the Company's financial statements.

 

 

NOTE 10. SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date the financial statements were issued, and has determined that no such events have occurred.

 

 

F-12

 

 
 

Item 9. Changes in and Disagreements with Accountants On Accounting and Financial Disclosure.

 

None.

 

Item 9A(T). Controls and Procedures.

 

Evaluation of disclosure controls and procedures

 

Our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

 

Management, with the participation of the Chief Executive Officer and the Chief Financial Officer, who is also the sole member of our Board of Directors, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Form 10-K. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of August 31, 2011, our disclosure controls and procedures were not effective. Our disclosure controls and procedures were not effective because of the "material weaknesses" described below under "Management's annual report on internal control over financial reporting," which are in the process of being remediated as described below under "Management Plan to Remediate Material Weaknesses."

 

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;

 

- 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 such limitations, 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, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

 

As of August 31, 2011 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. The aforementioned material weakness was identified by our President in connection with the review of our financial statements as of August 31, 2011.

 

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, 2011. Additionally, we plan to test our updated controls and remediate our deficiencies by August 31, 2011.

 

Changes in internal controls over financial reporting

 

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

 

Item 9B. Other Information.

 

None.

 

 
 

 

PART III

 

 

Item 10. Director, Executive Officer and Corporate Governance.

 

The following table sets forth certain information regarding our current director and executive officer. Our executive officers serve one-year terms. Set forth below are the names, ages and present principal occupations or employment, and material occupations, positions, offices or employments for the past five years of our current director and executive officer.

 

Name     Age Positions and Offices Held  
               
Marilyn Montgomery 61 President, Chief Executive Officer
      Financial Officer, Secretary and
    Director      
               

 

The business address of our officer/director is c/o Your Event, Inc., 7065 W. Ann Road, #130-110, Las Vegas, Nevada 89130.

 

Set forth below is a brief description of the background and business experience of our sole officer and director.

 

 

Marilyn Montgomery, Director, President and Secretary

 

Ms. Montgomery has over twenty years experience in various sales positions. From 1988 to 1994, Ms. Montgomery worked as an account executive for Cell One in Warren, Ohio. From 1994 to 1997, Ms. Montgomery worked as the Sales Manager for the Holiday Inn Metroplex. From 1997 to 2001, Ms. Montgomery worked as a Membership Development Representative with the Youngstown/Warren Regional Chamber of Commerce.

 

On March 21, 2003, Ms. Montgomery founded Thin Air, Inc., a Nevada corporation. Thin Air, Inc. was founded as an S Corporation, whereby Marilyn Montgomery was the sole owner of this corporation. 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. Ms. Montgomery actively ran Thin Air, Inc. from March, 2003 through October, 2007. Although Thin Air is still in business, in October, 2007 it became inactive, and no longer has any clients. From October, 2007 through the present date, Ms. Montgomery has been President of Your Event, Inc. Based on Ms. Montgomery's experience in working in travel industry for the past eight (8) years, which includes booking corporate events, she is qualified to serve as director/officer of Your Event.

 

 
 

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company's equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended August 31, 2010, the following persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended August 31, 2011:

 

                Known
          Number Transactions   failures to
          of not   file a
      Principal   late timely   required
  Name   Position   reports reported   form
------------------------------------------------------------------------------------------------------------------
Marilyn Montgomery President 2 2   2
------------------------------------------------------------------------------------------------------------------
                 

 

Note: Marilyn Montgomery did not file a Form 3 in connection with her initial ownership and sale of 8,200,000 shares in the Company.

 

Board of Directors

 

Our board of directors currently consists of one member, Mr. Marilyn Montgomery. Our directors serve one-year terms.

 

 

Audit Committee

 

The company does not presently have an Audit Committee. The sole member of the Board sits as the Audit Committee. No qualified financial expert has been hired because the company is too small to afford such expense.

 

 

Committees and Procedures

 

(1) The registrant has no standing audit, nominating and compensation committees of the

Board of Directors, or committees performing similar functions. The Board acts itself in

lieu of committees due to its small size.

 

(2) The view of the board of directors is that it is appropriate for the registrant not to have

such a committee because its directors participate in the consideration of director nominees

and the board and the company are so small.

 

(3) The members of the Board who acts as nominating committee is not independent, pursuant

to the definition of independence of a national securities exchange registered pursuant to

section 6(a) of the Act (15 U.S.C. 78f(a).

 

(4) The nominating committee has no policy with regard to the consideration of any director

candidates recommended by security holders, but the committee will consider director

candidates recommended by security holders.

 

(5) The basis for the view of the board of directors that it is appropriate for the registrant not

to have such a policy is that there is no need to adopt a policy for a small company.

 

(6) The nominating committee will consider candidates recommended by security holders,

and by security holders in submitting such recommendations.

 

(7) There are no specific, minimum qualifications that the nominating committee believes

must be met by a nominee recommended by security holders except to find anyone

willing to serve with a clean background.

 

(8) The nominating committee's process for identifying and evaluation of nominees for

director, including nominees recommended by security holders, is to find qualified

persons willing to serve with a clean backgrounds. There are no differences in the manner

in which the nominating committee evaluates nominees for director based on whether the

nominee is recommended by a security holder, or found by the board.

 

Code of Ethics

 

We have not adopted a Code of Ethics for the Board and any salaried employees.

 

Limitation of Liability of Directors

 

Pursuant to the Nevada General Corporation Law, our Articles of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director may have to be indemnified and does not affect any Director's liability under federal or applicable state securities laws. We have agreed to indemnify our directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a Director if he acted in good faith and in a manner he believed to be in our best interests.

 

 
 

Nevada Anti-Takeover Law and Charter and By-law Provisions

 

The anti-takeover provisions of Sections 78.411 through 78.445 of the Nevada Corporation Law apply to Your Event, Inc. Section 78.438 of the Nevada law prohibits the Company from merging with or selling more than 5% of our assets or stock to any shareholder who owns or owned more than 10% of any stock or any entity related to a 10% shareholder for three years after the date on which the shareholder acquired the Your Event, Inc. shares, unless the transaction is approved by Your Event, Inc.'s Board of Directors. The provisions also prohibit the Company from completing any of the transactions described in the preceding sentence with a 10% shareholder who has held the shares more than three years and its related entities unless the transaction is approved by our Board of Directors or a majority of our shares, other than shares owned by that 10% shareholder or any related entity. These provisions could delay, defer or prevent a change in control of Your Event, Inc.

 

 

Item 11. Executive Compensation

 

The following table sets forth summary compensation information for the fiscal year ended August 31, 2011 for our President and sole director. We did not have any executive officer as of the fiscal year end of August 31, 2011 receive any compensation.

 

Compensation

 

As a result of our the Company's current limited available cash, no officer or director received compensation since October 30, 2007 (inception) of the company through August 31, 2011. Your Event, Inc. has no intention of paying any salaries at this time. We intend to pay salaries when cash flow permits.

 

 

Summary Compensation Table

 

        Year       Compen-  
      Principal Ending Salary Bonus Awards sation Total
Name Position Aug. 31 ($) ($) ($) ($) ($)
                   
Marilyn Montgomery CEO/Dir. 2011 0 0 0 0 0
        2010 0 0 0 0 0
        2009 0 0 0 0 0
        2008 0 0 0 0 0

 

We do not maintain key-woman life insurance for our executive officer/director. We do not have any long-term compensation plans or stock option plans.

 

 

Stock Option Grants

 

We did not grant any stock options to the executive officer or director from inception through fiscal year end August 31, 2011.

 

 

Outstanding Equity Awards at 2011 Fiscal Year-End

 

We did not have any outstanding equity awards as of August 31, 2011.

 

 

Option Exercises for Fiscal 2011

 

There were no options exercised by our named executive officer in fiscal 2011.

 

 

Potential Payments Upon Termination or Change in Control

 

We have not entered into any compensatory plans or arrangements with respect to our named executive officer, which would in any way result in payments to such officer because of her resignation, retirement, or other termination of employment with us or our subsidiaries, or any change in control of, or a change in his responsibilities following a change in control.

 

Director Compensation

 

We did not pay our director any compensation during fiscal years ending August 31, 2011 or August 31, 2010.

 

 

 
 

 

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table presents information, to the best of our knowledge, about the ownership of our common stock on November 28, 2011 relating to those persons known to beneficially own more than 5% of our capital stock and by our named executive officer and sole director.

 

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60 days after November 28, 2011 pursuant to options, warrants, conversion privileges or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the U. S. Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of Your Event, Inc.'s common stock.

 

We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.

 

 

Title of   Name of Beneficial   Nature  of Beneficial   Percent of
Class   Owner and Position   Ownership Class(1)  
------------------------------------------------------------------------------------------------------
Common   Marilyn Montgomery(2)   0   0%  
    Sole Officer/Director          
                   
Common   Infinity Holdings(3)   6,548,993   59.50%  
                   
Common   Million Win Investments 1,651,007   15.00%  
    (HK) Limited (4)          
------------------------------------------------------------------------------------------------------
Directors and Officer as a Group (1 person) 0   0%  
                   

(1) Percent of Class is based on 11,000,000 shares issued and outstanding.

(2) Marilyn Montgomery, 7065 W. Ann Road, #130-110, Las Vegas, Nevada 89130

(3) Infinity Holdings, a Japanese Company, 4-22-10 Ebisu, Shibuya-ku Tokyo 1500013 Japan.

(4) Million Win Investments (HK) Limited, FLAT/RM 602-3, 6/F Bonham Strand East,

Shenghan, Hong Kong, P.R.C. Aiki Kobayashi, CEO of Million Win Investments (HK)

Limited is beneficial owner who has the ultimate voting control over the shares held this entity.

 

Change of Control

 

On June 10, 2011, Million Win Investments (HK) Limited ("Million Win") entered into a Stock Transfer Agreement, whereby it sold 6,548,993 common shares of its 8,200,000 common shares of Your Event, Inc. to Infinity Holdings, Inc., a Japanese company ("Infinity"), whereby Infinity had an option to purchase the remaining 1,651,007 shares owned by Million Win.

 

On November 8, 2011, Million Win and Infinity amended and restated their original June 10, 2011 Stock Transfer Agreement which contains a provision for Infinity to purchase the remaining 1,651,007 common shares owned by Million Win based on the following formula:

 

1) If the aggregate market value of Million Win’s remaining stock holdings of 1,651,007 shares, does not equal approximately $640,000 (50,000,000 Japanese Yen) or approximately $0.39 per share on the Over the Counter Bulletin Board or other markets, as of May 8, 2012, then Infinity shall pay Million Win approximately $640,000 (50,000,000 Japanese Yen) to purchase their remaining shares in the Company.

 

2) Million Win shall have the option to sell its remaining shares for approximately $1,152,000 (90,000,000 Japanese Yen) to Infinity if, by November 8, 2012, the aggregate market value of the Million Win’s remaining 1,651,007 shares does not equal approximately $1,152,000 (90,000,000 Japanese Yen) or approximately $0.70 per share on the Over the Counter Bulletin Board or any other market.

 

With the exception of the agreement between Million Win and Infinity, we are not aware of any other arrangements that may result in "changes in control" as that term is defined by the provisions of Item 403(c) of Regulation S-B.

 

We believe that all persons named have full voting and investment power with respect to the shares indicated, unless otherwise noted in the table. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

Marilyn Montgomery, the Company's sole director/officer has contributed office space for our use since our inception through August 11, 2011. There is no charge to us for the space. Ms. Montgomery will not seek reimbursement for the office space contributed. The officer and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such 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.

 

For the period from inception through the quarter ended May 31, 2010, the Company received bookkeeping services from a shareholder, who is also the daughter of the President of the Company. This related party was paid a fee of $10,000 on April 13, 2010 for her bookkeeping services to the Company for the period from inception through March 31, 2010. The funds which paid for these booking services were contributed by Marilyn Montgomery, the Company’s President. The related party is no longer performing any services for the Company, nor is she owed any money as of August 31, 2011.

 

Marilyn Montgomery, our president, chief executive officer, chief financial officer secretary and a director, on October 30, 2007 was issued 8,200,000 founders shares of the Company's $0.001 par value common stock for $8,200 cash.

 

Our sole officer/director can be considered a promoter of Your Event, Inc. in consideration of her participation and managing of the business of the company since its incorporation.

 

Your Event, Inc. has not entered into any related party transactions during its last two fiscal years that would be required to be reported pursuant to Item 404(d) of Regulation S-K.

 

Through a Board Resolution, the Company hired the professional services of Seale and Beers, CPAs, to perform an audit of the financials for the Company. Seale and Beers, CPAs own no stock in the Company. The company has no formal contract with its auditors, they are paid on a fee for service basis.

 

 

Item 14. Principal Accountant Fees and Services.

 

Seale and Beers, CPS served as our principal independent public auditors for fiscal years ending August 31, 2010, the Company engaged a different auditor for the previous fiscal year. Aggregate fees billed to us for the years ended August 31, 2011 and 2010 were as follows:

 

For the Years Ended August 31,

                ------------------------------------------
                2011   2010  
                --------------------------------------------
(1)  Audit Fees(1)                 $9,520   $9,750  
(2)  Audit-Related Fees         0   0  
(3)  Tax Fees           0   0  
(4)  All Other Fees         0   0  

 

 

Total fees paid or accrued to our principal auditors.

 

 

(1) Audit Fees include fees billed and expected to be billed for services performed to comply with Generally Accepted Auditing Standards (GAAS), including the recurring audit of the Company's financial statements for such period included in this Annual Report on Form 10-K and for the reviews of the quarterly financial statements included in the Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission.

 

 

Audit Committee Policies and Procedures

 

We do not have an audit committee; therefore our sole director pre-approves all services to be provided to us by our independent auditor. This process involves obtaining (i) a written description of the proposed services, (ii) the confirmation of our Principal Accounting Officer that the services are compatible with maintaining specific principles relating to independence, and (iii) confirmation from our securities counsel that the services are not among those that our independent auditors have been prohibited from performing under SEC rules. Our sole director then makes a determination to approve or disapprove the engagement of Seale and Beers, CPAs for the proposed services. In the fiscal year ending August 31, 2011, all fees paid to Seale and Beers, CPAs were unanimously pre-approved in accordance with this policy.

 

Less than 50 percent of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

 

 

 
 

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

 

The following information required under this item is filed as part of this

report:

 

(a) 1. Financial Statements

        Page
         
Management's Report on Internal Control Over Financial Reporting          27
Report of Independent Registered Public Accounting Firm                    F-1
Balance Sheets                                                              F-2
Statements of Operations                                                    F-3
Statements of Stockholders' Equity                                          F-4
Statements of Cash Flows                                                    F-5
Notes to Financial Statements                                                    F-6

 

 

 

(b) 2. Financial Statement Schedules

 

None.

 

 
 

 

(c) 3. Exhibit Index

 

          Incorporated by reference  
                 
    Exhibit   Filed   Period   Filing
Exhibit   Description herewith Form Ending Exhibit Date
-----------------------------------------------------------------------------------------------------
3.1   Your Events, Inc.   SB-2   3.1 1/18/2008
    Articles of          
    Incorporation          
    currently in effect          
-----------------------------------------------------------------------------------------------------
3.2   By-Laws as   SB-2   3.2 1/18/2008
    currently in effect          
-----------------------------------------------------------------------------------------------------
10.1   Lock-up Agreement   S-1   10.1 3/4/2008
    of Common shares          
    date 01/15/2008          
-----------------------------------------------------------------------------------------------------
31.1   Certification of          
    President and          
    Principal Financial          
    Officer, pursuant to Section 302 of          
    The Sarbanes-          
    Oxley Act X        
-----------------------------------------------------------------------------------------------------
32.1   Certification of X        
    President and          
    Principal Financial          
    Officer, pursuant to Section 906 of          
    The Sarbanes-          
    Oxley Act          
 
 

 

SIGNATURES

 

 

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Your Event, Inc.

Registrant

 

 

By: /s/ Marilyn Montgomery

Marilyn Montgomery

President and Director

Principal Executive, Financial,

and Accounting Officer

 

 

 

Date: November 28, 2011

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the Registrant and in the capacities and on the dates indicated have signed this report below.

 

 

By: /s/ Marilyn Montgomery

Marilyn Montgomery

President, Secretary,

Treasurer and Director

(Principal Executive,

Principal Financial and

Principal Accounting Officer)

 

 

Date: November 28, 2011